Common use of Capitalization and Voting Rights Clause in Contracts

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the applicable Closing, of: (a) Preferred Stock. 25,995,396 14,400,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 of which 7,100,000 shares of Preferred Stock have been designated Series A Preferred Stock, all Stock and of which are issued and outstanding, 7,016,085 7,300,000 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all . No shares of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none of which Stock are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 30,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 9,999,998 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), and (C) currently outstanding options to the purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)rights provided in Section 1.3 hereof, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned optionsaddition, the Company has reserved an additional 1,322,440 3,819,474 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Company’s 2008 Stock Plan (the “Plan”). Other than the Voting Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees service providers of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The (a) As of the date of this Agreement, the authorized capital of the Company consists immediately prior to the Closing, of: (ai) Preferred Stock. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 51,500,000 shares of Preferred Stock (the "Preferred Stock"), of which (i) 5,020,000 shares have been designated Series A Preferred Stock (the "Series A Preferred Stock"), all 4,988,000 of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 ; (ii) 5,100,000 shares have been designated Series B Preferred Stock (the "Series B Preferred Stock"), none 5,074,000 of which are issued outstanding; (iii) 18,823,000 shares have been designated Series C Preferred Stock (the "Series C Preferred Stock"), 18,765,166 of which are outstanding; (iv) 1,666,666 shares have been designated Series D Preferred Stock (the "Series D Preferred Stock"), 1,666,666 of which are outstanding (which are initially convertible into 2,777,777 shares of Common Stock); (v) 13,888,889 shares have been designated Series D-1 Preferred Stock (the "Series D-1 Preferred Stock"), 13,169,905 of which are outstanding; and (vi) 4,000,000 shares have been designated Series E Preferred Stock (the "Series E Preferred Stock"), all of which are outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s 's Restated CertificateCertificate of Incorporation on file with the Secretary of State of the State of Delaware on the date hereof. (bii) Common Stock. 45,000,000 120,000,000 shares of common stock, par value $0.0001 per share 0.01 (the “"Common Stock”"), of which 11,208,526 11,413,885 shares are issued and outstanding. (ciii) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”") and any relevant state securities laws, or pursuant to valid exemptions therefrom. (div) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 2.5 of that certain Amended and Restated the Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ ' Rights Agreement”), (C) currently outstanding warrants to purchase 4,000 shares of Series A Preferred Stock, (D) currently outstanding warrants to purchase 4,000 shares of Series B Preferred Stock, (E) currently outstanding warrants to purchase 48,611 shares of Series D-1 Preferred Stock, and (F) currently outstanding options to purchase 2,288,422 13,630,463 shares of Common Stock granted to employees employees, directors, board members, consultants and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)providers, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 962,000 shares of its Common Stock for purchase issuance upon exercise of options to be granted in the future under the Company's 1997 Stock Plan. Other than Except for the provisions of the Restated Certificate, the Investors' Rights Agreement and of that certain Amended and Restated Stockholders' Voting Agreement (dated as defined below)of January 25, 1999 by and among the Company and the other parties listed therein, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities or rights exercisable or convertible for to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of any merger, consolidated sale of stock or assets, change in control or any other similar transaction(s) by the occurrence Company. (b) Immediately prior to the Closing, upon the filing of the Restated Certificate and assuming between the date hereof and the date of Closing (x) the exchange of shares of Common Stock held by the Investor for shares of Class A Common Stock pursuant to Section 1.3 hereof, (y) no issuance by the Company of its capital stock or any security exercisable for or convertible into capital stock of the Company pursuant to any employee, director or consultant compensation plan that has been approved by the majority of the Board of Directors and (z) no exercise or conversion of any eventoutstanding option, warrant or other security exercisable for or convertible into the capital stock of the Company, the authorized capital of the Company shall consist of: (i) Preferred Stock. 5,000,000 shares of Preferred Stock (the "Preferred Stock"), none of which shall be outstanding. (ii) Common Stock. 175,000,000 shares of Common Stock, par value $0.01 ("Common Stock"), 56,188,733 of which shall be outstanding (iii) Class A Common Stock. 13,900,000 shares of Class A Common Stock, 4,000,000 of which shall be outstanding and 9,900,000 of which shall be sold pursuant to this Agreement.

Capitalization and Voting Rights. The authorized capital Except as set forth on the Schedule of the Company consists Exceptions, immediately prior to the Closing, the authorized capital stock of the Corporation consists, or will consist of: (ai) Preferred Stock. 25,995,396 shares An unlimited number of Preferred Stock, par value $0.0001 per share Common Shares of the Corporation (the “Preferred StockCommon Shares”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all ) of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) [•] Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares Shares are issued and outstanding. (cii) The outstanding shares Common Shares are owned by the shareholders and in the numbers specified in Exhibit A-1 attached hereto. A pro forma capitalization table, assuming the issuance of the Shares, is attached hereto as Exhibit A-2. (iii) The Corporation has not made any representations, agreements or commitments regarding equity incentives to any officer, employee, director or consultant that are inconsistent with the share amounts set forth on Exhibits A-1 and A-2. (iv) The outstanding Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock Shares are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Act, NI 45-106, B.C. Securities Act of 1933, as amended (the “Act”) Laws and any relevant state or provincial securities laws, or pursuant to valid exemptions therefrom. (dv) Except for (A) the conversion privileges outstanding options as of the Series A Preferred StockClosing to purchase [•] Common Shares granted to directors, Series A-1 Preferred officers, employees, consultants and other service providers (the “Options”) pursuant to the Corporation’s Employee Stock Option Plan and a warrant to purchase [•] Common Shares (the Shares that may be issued under this Agreement, “Option Plan”) and (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Investor Rights Agreement in by and among the form attached hereto as Exhibit B Subscriber, the Corporation and CTI Life Sciences, L.P. (“CTI”), dated October [22], 2014 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”), there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company Corporation of any shares of its capital stock. In addition No adjustment to the aforementioned optionsexercise price or number of shares issuable upon exercise of any of the Options will occur as a result of or in connection with the issuance of the Shares. In addition, the Company Corporation has reserved an additional 1,322,440 shares of its [•] Common Stock Shares for purchase upon exercise of options to be granted in the future under the Option Plan. Other than Except with respect to the Rights Agreement, the Voting Agreement Agreement, by and among the Corporation, the Subscriber, and certain other shareholders of the Corporation, dated October [22], 2014 (as defined belowthe “Voting Agreement” and together with the Rights Agreement, the “Related Agreements”), and the Company Articles, the Corporation is not a party or subject to any agreement or understanding, understanding and, to the CompanyCorporation’s knowledgeknowledge (which, for purposes of this Section 2 means actual knowledge of the Chief Executive Officer and Chief Financial Officer of the Corporation after reasonable investigation), there is no agreement or understanding between any persons and/or entities, which entities that affects or relates to the voting or giving of written consents with respect to any security or by a director of the CompanyCorporation. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (fvi) No stock plan, stock purchase, stock option or other agreement or understanding between the Company Corporation and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the a result of the occurrence of any event. The Corporation has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing or any other means. Except as set forth in the Articles, the Corporation has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof. (vii) The Corporation has obtained valid waivers of any rights by other parties to purchase any of the Shares covered by this Agreement.

Capitalization and Voting Rights. The After giving effect to the Merger and the filing of the Restated Certificate, the authorized capital stock of the Company consists consists, or will consist immediately prior to the Initial Closing, of: (a) Preferred Stock. 25,995,396 6,000,000 shares of Preferred Stock, par value $0.0001 per share 0.00001 (the “Preferred Stock”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B D Preferred Stock (the “Series D Preferred Stock”), none of which are issued and outstandingoutstanding immediately prior to the Initial Closing. The rights, privileges and preferences of the Preferred Stock will be are as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 50,000,000 shares of common stock, par value $0.0001 per share 0.00001, of the Company (the “Common Stock”), of which 11,208,526 9,000,000 shares are issued and outstanding immediately prior to the Initial Closing. The rights, privileges and preferences of the Common Stock are as stated in the Restated Certificate. (c) All outstanding shares of Common Stock are owned by Holdings. Other than as set forth in this Section 2.2, the Company has no other shares of capital stock authorized, issued or outstanding. (cd) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, were not issued in breach of or violation of any preemptive or similar rights and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (de) Except for (Ai) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and as set forth in the Shares that may be issued under this AgreementRestated Certificate, (Bii) the rights provided in Section 2.4 4 of that certain Amended and Restated the Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (Ciii) currently outstanding options warrants to purchase 2,288,422 195,008 shares of Common Stock granted held by the Company’s senior lender and (iv) options to purchase 1,305,483 shares of Common Stock have been reserved for grants to employees and other service providers pursuant to the Company’s 2008 Stock Valeritas, Inc. 2014 Equity Compensation Plan (the “2014 Option Plan”), of which, as of the date hereof, no options to purchase shares of Common Stock are outstanding, there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) ), agreements or agreements commitments for the purchase or acquisition from the Company of any shares of its capital stock or other securities. There are no outstanding or authorized stock appreciation, phantom stock. In addition , profit participation or other similar rights with respect to the aforementioned optionsCompany or which otherwise permit the holder thereof to participate in the proceeds of a sale of the Company (regardless of how structured). Except as provided in the Restated Certificate, the Company has reserved an additional 1,322,440 shares no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its Common Stock for purchase upon exercise of options equity securities or any interests therein or to be granted pay any dividend or make any distribution in the future under the Plan. Other than the Voting Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Companythereof. (ef) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all options or other convertible or exercisable securities and all other securities that the Company is obligated to issue (i) issue, are subject to a one hundred eighty (180) day “market stand-off off” restriction no less restrictive than upon an initial public offering of the provision contained Company’s securities pursuant to a registration statement filed with the SEC pursuant to the Act in a form substantially identical to Section 1.13 of the Investors’ Rights Agreement. (g) The Schedule of Exceptions sets forth a complete list of each security of the Company owned by any officer, (ii) with respect to securities issued to employees director or, in the Company’s reasonable belief, key employee of the Company, are subject to or by any affiliate or any member of the immediate family of any such individual, together with a description of the material terms of the vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, provisions and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right rights of first refusal on transfers and rights of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) repurchase applicable to each such security. No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event. The term “knowledge” means, with respect to the Company, the actual knowledge upon reasonable inquiry or due investigation of the following officers and key employees: Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxx, Xxxx Xxxxxxx, Xxxxxxxx Xxxxxxx and Xxxx Xxxxxxxxxx.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 shares of Preferred Stock have been designated Series C Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in by and among the form attached hereto as Exhibit B Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the that certain Amended and Restated Voting Agreement (as defined below)by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iviii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists will consist immediately prior to the Closing, Initial Closing of: (a) Preferred 35,000,000 shares of common stock, par value $0.01 per share ("Common Stock. 25,995,396 "), of which 1,081,834 shares are issued and outstanding. (b) 15,000,000 shares of Preferred Stock, par value $0.0001 0.01 per share (the “"Preferred Stock”), 6,979,311 shares "): (1) 716 of Preferred Stock which have been designated as Series A B Preferred Stock, Stock (all of which are issued and outstanding, 7,016,085 shares ); (2) 450 of Preferred Stock which have been designated as Series A-1 C Preferred Stock, Stock (all of which are issued and outstanding and 12,000,000 shares outstanding); (3) 345 of which have been designated as Series B E Preferred Stock, none Stock (344.39 of which are issued and outstanding. The rights, privileges and preferences ); (4) 1,000 of the which have been designated as Series F Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), all of which 11,208,526 shares are issued and outstanding); (5) 816 of which have been designated as Series G Preferred Stock (815.87 of which are issued and outstanding); (6) 400 of which have been designated as Series H Preferred Stock (all of which are issued and outstanding); and (7) 7,230,000 of which have been designated as Series J Preferred Stock (none of which will be issued or outstanding immediately prior to the Initial Closing and up to 6,820,909 of which will be sold pursuant to this Agreement). (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all owned by the stockholders and in the numbers specified in Section 2.5 of the Schedule of Exceptions. (d) The outstanding shares of Common Stock and Preferred Stock have been duly authorized and validly authorized and issued, are fully paid and nonassessable, nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (de) Except for (A1) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B2) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ the Investors Rights Agreement in the form attached hereto as Exhibit B and (the “Investors’ Rights Agreement”), (C3) currently outstanding options to purchase 2,288,422 1,267,657 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 's 1994 Stock Plan (the “"Option Plan”)") and currently outstanding options to purchase 59,228 shares of Common Stock granted to employees outside of the Option Plan, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any shares of its capital stocksecurities. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 1,582,343 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plan. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, and to the Company’s knowledge, 's knowledge there is no agreement or understanding between any persons and/or entitiesother persons, which that affects or relates to the voting or giving of written consents with respect to any security of the Company or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists will consist, immediately prior to the Closing, of: (a) 2.2.1 Preferred Stock. 25,995,396 198,262,787 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 (i) 675,000 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all 675,000 shares of which are issued and outstanding outstanding; (ii) 16,575,000 shares have been designated Series A-2 Preferred Stock (the “Series A-2 Preferred Stock”), 16,500,000 shares of which are issued and 12,000,000 outstanding; (iii) 151,812,780 shares have been designated Series B Preferred Stock, 150,989,250 shares of which are issued and outstanding; (iv) 16,700,007 shares have been designated Series C Preferred Stock, 16,666,673 of which are issued and outstanding; and (v) 12,500,000 shares have been designated Series D Preferred Stock, none of which are issued and outstandingoutstanding and all of which may be issued and sold pursuant to this Agreement. As of the Closing, each share of the Series A-2 Preferred Stock is convertible into 1.5063812 shares of Common Stock. With the exception of shares of the Series A-2 Preferred Stock, as of the Closing each share of the Preferred Stock is convertible into one share of Common Stock. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) 2.2.2 Common Stock. 45,000,000 300,000,000 shares of common stockCommon Stock, par value $0.0001 per share (the “Common Stock”)0.0001, 11,106,793 shares of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) 2.2.3 Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain the Amended and Restated Investors’ Rights Agreement of even date herewith by and among the Company and the Investors (as such term is defined in that agreement), the form of which is attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) the rights of first refusal and rights of repurchase in favor of the Company or its designee set forth in Common Stock purchase agreements between the Company and certain of its security-holders, (D) currently outstanding warrants to purchase 29,581 shares of Common Stock, (E) currently outstanding warrants to purchase 75,000 shares of Series A-2 Preferred Stock, (F) currently outstanding warrants to purchase 823,528 shares of Series B Preferred Stock, (G) currently outstanding warrants to purchase 33,334 shares of Series C Preferred Stock and (H) currently outstanding options to purchase 2,288,422 29,895,522 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 2001 Stock Plan (the “2001 Plan”) and options to purchase 101,220 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2004 Stock Plan (the “2004 Plan”), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company Company, or to the Company’s knowledge, from any of its stockholders, of any shares of its capital stockstock of the Company. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 8,652,076 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the 2001 Plan and no additional shares of its Common Stock for purchase upon exercise of options to be granted in the future under the 2004 Plan. Other than Except for the Voting Agreement (as defined below)provisions of the Restated Certificate and Section 2.4 of the Rights Agreement, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of proxies or written consents with respect to any security or by a director of the Company. (e) 2.2.4 All of the issued and outstanding shares of capital stock and other securities of the Company, including, without limitation, all Company have been offered and issued by the Company in compliance with applicable federal and state securities laws or pursuant to valid exemptions therefrom. The outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of are all convertible or exercisable securities duly and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreementvalidly authorized and issued, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, fully paid and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringnonassessable shares. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists will consist immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 50,000,000 shares of Preferred Stock (the "Preferred Stock"), of which (i) 5,020,000 shares have been designated Series A Preferred Stock (the "Series A Preferred Stock"), all 4,988,000 of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 ; (ii) 5,100,000 shares have been designated Series B Preferred Stock (the "Series B Preferred Stock"), 5,074,000 of which are outstanding; (iii) 18,823,000 shares have been designated Series C Preferred Stock (the "Series C Preferred Stock"), 18,745,166 of which are outstanding; (iv) 1,666,666 shares have been designated Series D Preferred Stock (the "Series D Preferred Stock"), 1,666,666 of which are outstanding (which are initially convertible into 2,777,777 shares of Common Stock); (v) 13,888,889 shares have been designated Series D-1 Preferred Stock (the "Series D-1 Preferred Stock"), 13,169,905 of which are outstanding; and (vi) 4,000,000 shares have been designated Series E Preferred Stock (the "Series E Preferred Stock"), none of which are issued will be outstanding prior to the Closing, and outstandingup to all of which may be sold pursuant to this Agreement. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s 's Restated Certificate. (b) Common Stock. 45,000,000 120,000,000 shares of common stock, par value $0.0001 per share 0.01 (the “"Common Stock”"), of which 11,208,526 11,158,392 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”") and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 2.5 of that certain Amended and Restated the Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ ' Rights Agreement”), (C) currently outstanding warrants to purchase 4,000 shares of Series A Preferred Stock, (D) currently outstanding warrants to purchase 4,000 shares of Series B Preferred Stock, (E) currently outstanding warrants to purchase 45,000 shares of Series C Preferred Stock, (F) a currently outstanding warrant to purchase 48,611 shares of Series D-1 Preferred Stock, and (G) currently outstanding options to purchase 2,288,422 7,187,436 shares of Common Stock granted to employees employees, directors, board members, consultants and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)providers, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 969,493 shares of its Common Stock for purchase issuance upon exercise of options to be granted in the future under the Company's 1997 Stock Plan. Other than Except for the provisions of the Restated Certificate, the Investors' Rights Agreement and of that certain Amended and Restated Stockholders' Voting Agreement (dated as defined below)of January 25, 1999 by and among the Company and the other parties listed therein, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities or rights exercisable or convertible for to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of any merger, consolidated sale of stock or assets, change in control or any other similar transaction(s) by the occurrence of any eventCompany.

Capitalization and Voting Rights. The Immediately prior to Closing (and prior to the creation of the Series BB-3 Preferred Shares and the conversion of the Series BB-1 Preferred Shares held by Genesis entities described in Section 1.1(b)(v) above), the authorized capital of the Company consists immediately prior of NIS 755,700 divided into (i) 42,000,996 Ordinary Shares, of which 428,949 Ordinary Shares are issued and outstanding and of which 4,907,003 are reserved for issuance to employees, consultants, officers, or directors of the Company and/or subsidiary thereof pursuant to the Closing, of: Share Option Plans (a) Preferred Stock. 25,995,396 shares such number not including 197,500 Ordinary Shares issued upon exercise of Preferred Stock, par value $0.0001 per share (options granted to employees of the “Preferred Stock”Company), 6,979,311 shares of Preferred Stock which 4,313,226 have been designated Series A allocated and the remaining 913,777 are available for future issuance, (ii) 1,569,004 Ordinary-Preferred Stock, all Shares of which all are issued and outstanding, 7,016,085 shares (iii) 15,000,000 Preferred AA Shares, par value NIS 0.01, of which 13,144,070 are issued and outstanding, (iv) 13,000,000 Preferred Stock have been designated Series A-1 Preferred StockBB-1 Shares, all par value NIS 0.01, 9,014,548 of which are issued and outstanding and 12,000,000 shares have been designated Series B (v) 4,000,000 Preferred StockBB-2 Shares, none par value NIS 0.01, 3,597,106 of which are issued and outstanding. The rightsoutstanding Ordinary Shares, privileges Ordinary-Preferred Shares, Series AA Preferred Shares, Series BB-1 Preferred Shares and preferences of the Series BB-2 Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stockShares, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, were issued free of any lien, pledge, claim, charge, encumbrance or third party rights of any kind (“Security Interest”), and were issued in accordance compliance with all applicable laws, including the registration or qualification provisions relevant securities laws of the Securities Act State of 1933Israel. A complete and correct list of the security holders of the Company (including, all warrants and options of the Company’s capital stock) immediately prior to the Closing is set forth in Schedule 2.2 attached hereto. The individuals and entities identified in Schedule 2.2 as amended the shareholders of the Company immediately prior to the Closing are the registered owners, and to the Company’s best knowledge, the lawful owners, beneficially and of record, of all of the issued and outstanding share capital of the Company, free and clear of any Security Interest, restrictions, rights, options to purchase, proxies, voting trust and other voting agreements, calls or commitments of every kind, and none of the said individuals owns any other shares, options or other rights to subscribe for, purchase or acquire any capital stock of the Company. Immediately following the Closing the correct list of the shareholdings (including all warrants and options) of the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Company’s share capital will be as set forth in Schedule 2.2(a). Except for (Ai) the options, warrants and rights detailed in Schedule 2.2, (ii) the Issued Shares to be issued under this Agreement and the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreementsuch Issued Shares, (Biii) the rights provided in Section 2.4 Sections 2, 3 & 4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Shareholders Rights Agreement”), (Civ) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers rights pursuant to the Company’s 2008 Stock Plan Articles of Association and (v) the “Plan”)agreed increase in the number of shares reserved under the Share Option Plans by an additional 925,000 Ordinary Shares subject to and immediately following the Closing, there are not no outstanding any or authorized subscriptions, options, warrants, calls, rights (including conversion or preemptive rights) ), commitments, anti-dilution rights, exchange rights, or agreements other rights or securities, of any nature whatsoever, or any other agreements, undertakings, promises or commitments of any character for the purchase of or acquisition from the Company of any shares of its capital stockstock or any security convertible into, or exchangeable for, or evidencing the right to subscribe for, any shares. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately consists, or will consist prior to the Closing, of: (a) Preferred Stock. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 9,033,333 shares of Preferred Stock (the "Preferred Stock"), of which (a) 2,500,000 shares have been designated Series A Preferred Stock, 2,000,000 of which are issued and outstanding, (b) 2,000,000 shares of which have been designated Series B Preferred Stock, all of which are issued and outstanding, 7,016,085 shares (c) 333,333 of Preferred Stock which have been designated Series A-1 C Preferred Stock, all of which are issued and outstanding and 12,000,000 shares outstanding, (d) 2,500,000 of which have been designated Series B D Preferred Stock, 2,228,945 of which are issued and outstanding, and (e) 1,700,000 of which have been designated Series E Preferred stock, none of which are issued and outstanding, up to 1,465,261 of which may be sold pursuant to this Agreement. The 6,562,278 outstanding shares of Series A, B, C and D Preferred Stock are currently convertible into an aggregate of no more than 6,624,206 shares of Common Stock. 7 The rights, privileges and preferences of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock will be and Series E Preferred Stock are as stated in the Company’s Restated CertificateArticles. (b) Common Stock. 45,000,000 12,000,000 shares of common stock, par value $0.0001 per share stock (the “"Common Stock”"), of which 11,208,526 1,789,068 shares are issued and outstandingoutstanding and are owned by the persons and in the numbers specified in Exhibit D hereto. All such issued and outstanding shares have been duly authorized and validly issued, and are fully paid and non-assessable. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were have been issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) 1933 and any relevant applicable state securities laws, laws or pursuant to a valid exemptions exemption therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 B Preferred Stock, Series C Preferred Stock and the Shares that may be issued under this AgreementSeries D Preferred Stock, (B) the rights provided in Section 2.4 conversion privileges of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Series E Preferred Stock to be issued pursuant to this Agreement”), (C) currently outstanding warrants issued on September 10, 1996 to purchase 192,355 shares of Series A Preferred Stock, (D) warrants issued as of November 5, 1996 to purchase 32,624 shares of Common Stock, (E) warrants to purchase 33,051 shares of Series A Preferred Stock, (F) a warrant to purchase 150,000 shares of Common Stock, (G) warrants to purchase 48,904 shares of Common Stock, (H) warrants to purchase 11,588 shares of Common Stock; (I) warrants to purchase 234,739 shares of Series E Preferred Stock, (J) options to purchase 2,288,422 1,080,029 shares of Common Stock granted to employees and other service providers pursuant to under the Company’s 2008 's 1995 Stock Plan Option/Stock Issuance Plan, and (K) the “Plan”)right of first offer provided in paragraph 2.4 of the Investors' Rights Agreement, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below)Agreement, the Company is not a party or subject to any agreement or understanding, and, to the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which entities that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately (i) Immediately prior to the Initial Closing, of: the Fully Diluted Company Interests consist of (ai) Preferred Stock. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock81.3% issued and outstanding Common Interests, all of which are held by Iridium and (ii) 18.7% issued and outstanding, 7,016,085 shares of outstanding Preferred Stock have been designated Series A-1 Preferred StockInterests, all of which are held by NAV CANADA US Subsidiary. (ii) At the Initial Closing and after giving effect to the transactions contemplated herein occurring on or prior to the Initial Closing Date, the Fully Diluted Company Interests will consist of (i) 75.19% issued and outstanding and 12,000,000 shares have been designated Series B Preferred StockCommon Interests, none all of which are held by Iridium and (ii) 24.81% issued and outstanding. outstanding Preferred Interests, which are held by the Investor, NAV CANADA US Subsidiary, IAA and Naviair in the following percentages: The rightsInvestor – 3.84% NAV CANADA US Subsidiary – 17.29% IAA – 1.84% Naviair – 1.84% (iii) The Company does not own, privileges and preferences directly or indirectly, any equity, membership interest, partnership interest, joint venture interest, or other equity or voting interests in, or any interest convertible into, exercisable or exchangeable for any of the Preferred Stock will be foregoing, any Person. Except as stated set forth in clause (ii) above, at the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (Initial Closing or the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933last Subsequent Closing contemplated herein, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)applicable, there are not or will be no other Interests or securities (including interest appreciation, “phantom interest”, interest participation or similar rights) of, or in respect of, the Company of any class issued, reserved for issuance or outstanding. Except as set forth on Schedule 8(b) hereto, at the Initial Closing or the last Subsequent Closing, as applicable, there are or will be no outstanding any options, warrants, rights (including conversion exchange, conversion, subscription, purchase or preemptive rights) ), agreements or agreements obligations for the purchase or acquisition from the Company of any shares Interests or that could require the Company to issue, sell or otherwise cause to become outstanding, purchase or dispose of its capital stock. In addition any Interests (other than pursuant to the aforementioned optionsthis Agreement, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), Subscription Agreements between the Company is not a party and each of NAV CANADA US Subsidiary, IAA and Naviair, and the Operating Agreement). At the Initial Closing or subject to any agreement or understandingthe last Subsequent Closing, andas applicable, neither the Company nor, to the Company’s knowledge, there any of its members or directors, is no agreement or will be a party or subject to any agreement, commitment or understanding between (including any persons and/or entitiesvoting trusts or proxies), which affects or relates to the voting or giving of written consents with respect to any Interest or security of the Company or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock Director of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all (other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Operating Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering). (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The (a) Immediately prior to the Closing, the authorized capital of the Company consists immediately prior to the Closing, ofshall be US$500,000 divided into: (ai) Preferred Stock. 25,995,396 shares of Preferred Stock425,173,466 Common Shares, par value $0.0001 per share of US$0.001 each, of which (the “Preferred Stock”), 6,979,311 shares of Preferred Stock 1) 6,096,842 have been designated duly and validly issued, are fully paid, non-assessable, and outstanding and were issued in accordance with applicable Laws, (2) 10,427,373 Common Shares are reserved for issuance upon conversion of the Class A Preferred Shares, (3) 5,000,000 Common Shares are reserved for issuance upon conversion of the Series A Preferred StockShares, (4) 12,123,314 Common Shares are reserved for issuance upon conversion of the Series B Preferred Shares, (5) 18,721,302 Common Shares are reserved for issuance upon conversion of the Series C Preferred Shares, (6) 10,000,000 Common Shares are reserved for issuance upon conversion of the Series D Preferred Shares, (7) 18,554,545 Common Shares are reserved for issuance upon conversion of the Series E Preferred Shares to be issued under this Agreement, (8) 4,300,730 Common Shares are reserved for issuance to the Founder and the Company Group’s employees, officers or directors, or any other Person qualified in accordance with the ESOP, and (9) 3,377,000 Common Shares are reserved for issuance to certain Shareholders in accordance with Section 8.8(d) of that certain Share Purchase Agreement among the Company and certain Shareholders thereof dated August 26, 2010. The rights, privileges and preferences of the Common Shares as of the Closing are as stated in the Amended Articles. (ii) 5,000,000 Series A Preferred Shares, par value of US$0.001 each, all of which have been issued and outstanding. The rights, privileges and preferences of the Series A Preferred Shares as of the Closing are as stated in the Amended Articles and Amended XXX. (iii) 12,123,314 Series B Preferred Shares, par value of US$0.001 each, all of which have been issued and outstanding. The rights, privileges and preferences of the Series B Preferred Shares as of the Closing are as stated in the Amended Articles and Amended XXX. (iv) 18,721,302 Series C Preferred Shares, par value of US$0.001 each, 17,348,382 of which have been issued and outstanding. The rights, privileges and preferences of the Series C Preferred Shares as of the Closing are as stated in the Amended Articles and Amended XXX. (v) 10,000,000 Series D Preferred Shares, par value of US$0.001 each, all of which are issued and outstanding. The rights, 7,016,085 shares privileges and preferences of the Series D Preferred Stock have been designated Series A-1 Shares as of the Closing are as stated in the Amended Articles and Amended XXX. (vi) 10,427,373 Class A Preferred StockShares, par value of US$0.001 each, all of which are issued and outstanding outstanding. The rights, privileges and 12,000,000 shares have been designated preferences of the Class A Preferred Shares as of the Closing are as stated in the Amended Articles and Amended XXX. (vii) 18,554,545 Series B E Preferred StockShares, par value of US$0.001 each, none of which are issued and outstanding. The rights, privileges and preferences of the Series E Preferred Stock will be Shares as of the Closing are as stated in the Company’s Restated Certificate. (b) Common StockAmended Articles and Amended XXX. 45,000,000 shares of common stockExcept as set forth above, par value $0.0001 per share (disclosed in the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessableDisclosure Schedule, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except except for (Aa) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this AgreementShares, (Bb) the certain rights provided in Section 2.4 of the Transaction Documents, and (c) the options granted under the ESOP and that certain Amended Share Purchase Agreement among the Company and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”)certain Shareholders thereof dated August 26, (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)2010, there are not no outstanding any options, securities, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or shareholders agreements, or agreements of any kind for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Planequity securities. Other than the Voting Agreement (Amended XXX, the ESOP and the Amended Articles and except as defined below)disclosed in the Disclosure Schedule, the Company is not a party or subject to (a) any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. Company or (eb) All outstanding any agreement under which it is or may be entitled or required to acquire any securities of the Company, includingany member of the Company Group or any other person. (b) The Capitalization Tables attached to this Agreement as Schedules C-1 and C-2 set forth the complete and accurate capitalization of the Company immediately prior to the Closing and immediately after the Closing, respectively, including without limitation, : (x) all outstanding shares record and beneficial owners of the all share capital stock or other equity interests of the Company, all shares and (y) details of the any share or other incentive options granted. (c) All share capital stock or equity interest of each member of the Company issuable upon the conversion Group has been duly and validly issued (or exercise subscribed for), and is fully paid and non-assessable. All share capital or equity interest of all convertible or exercisable securities and all other securities that each member of the Company Group is obligated free of Liens and any other restrictions on transfer (except for any restrictions on transfer under the Amended XXX or pursuant to issue the applicable laws). No share capital or equity interest of any member of the Company Group was issued or subscribed to in violation of the preemptive rights of any Person, terms of any agreement or any Laws, by which each such Person at the time of issuance or subscription was bound. Other than as disclosed hereunder or contemplated by this Agreement, there are no (i) are subject resolutions pending to a market stand-off restriction no less restrictive than increase the provision contained in Section 1.13 share capital of any member of the Investors’ Rights Agreement, Company Group; (ii) outstanding options, warrants, proxies, agreements, pre-emptive rights or other rights relating to the share capital or equity interest of any member of the Company Group, other than as contemplated by this Agreement; (iii) outstanding Contracts or other agreements under which any member of the Company Group or any other Person purchases or may purchase or otherwise acquires or may acquire, any interest in the share capital or equity interest of any member of the Company Group; (iv) interest payable to any Shareholder (in cash or otherwise) or dividends which have accrued or been declared but are unpaid by any member of the Company Group; or (v) outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to securities issued to employees any member of the Company Group other than the ESOP. (d) Except for the ESOP and the option agreements entered into thereunder, none of the Company, are subject to vesting of shares over ’s share purchase agreements contains a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding as the result of upon the occurrence of any eventevent or combination of events. The Company has never adjusted or amended the exercise price of any share options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Amended Articles and this Agreement, the Company has no obligation (contingent or otherwise) to purchase or redeem any of its equity securities. (e) None of the memoranda and articles of association of each member of the Company Group contains any provision which would restrict the distribution of profits to its shareholders except where such restriction is required by applicable Laws or provided in the Transaction Documents.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately consists, or will consist prior to the Closing, of: (a) Preferred StockPREFERRED STOCK. 25,995,396 1,221,540 shares of Preferred Stock, no par value $0.0001 per share (the “Preferred Stock”)value, 6,979,311 of which 374,532 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 374,532 shares of Preferred Stock have been designated Series A-1 B Preferred Stock, all of which are issued and outstanding outstanding, and 12,000,000 shares 472,476 have been designated Series B C Preferred Stock, none up to all of which are issued and outstandingwill be sold pursuant to this Agreement. The rights, privileges and preferences of the Series C Preferred Stock will be as stated in the Company’s Restated CertificateArticles. (b) Common StockCOMMON STOCK. 45,000,000 10,000,000 shares of common stock, par value $0.0001 per share stock (the “"Common Stock”"), no par value, of which 11,208,526 3,103,500 shares are issued and outstanding. A listing of the Common Stockholders and the number of shares owned is set forth on the Schedule of Exceptions. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were have been issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Securities Act”") and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (d) Except for (Ai) the conversion privileges of the outstanding Series A Preferred Stock and the outstanding Series B Preferred Stock, (ii) the conversion privileges of the Series A Preferred Stock, Series A-1 C Preferred Stock and the Shares that may to be issued under this Agreement, (Biii) the rights provided in Section 2.4 Sections 2.3 and 3.2 of that certain Amended the Rights Agreement, and Restated Investors’ Rights Agreement (iv) the rights provided in the form attached hereto as Exhibit B Co-Sale Agreement and (the “Investors’ Rights Agreement”), (Cv) currently outstanding options to purchase 2,288,422 312,500 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)Stock, there are not no outstanding any options, warrants, rights (including conversion or preemptive rightsrights and rights of first refusal) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned previously mentioned options, the Company has reserved an additional 1,322,440 211,359 shares of its Common Stock for purchase restricted stock purchases or for purchases upon exercise of options to be granted in the future under the Planfuture. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists Rigel consists, or will consist immediately prior to the ClosingEffective Date, of: (a) Preferred Stock. 25,995,396 22,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”).001, 6,979,311 of which 665,000 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 ; 7,675,000 shares have been designated Series B Preferred Stock, none of which 7,500,000 are issued and outstanding; 8,000,000 shares have been designated Series C Preferred Stock, of which 7,386,843 are issued and outstanding; and 5,660,000 shares of Series D Preferred Stock, of which 3,481,864 are issued and outstanding (before giving effect to any transactions with Pfizer). The rights, privileges and preferences of the Series A, Series B, Series C and Series D Preferred Stock will be are as stated in the Company’s Restated Certificaterestated certificate of incorporation. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (b) Common Stock. 45,000,000 35,000,000 shares of common stock, par value $0.0001 per share .001 (the “"Common Stock”"), of which 11,208,526 2,675,333 shares are issued and outstanding. (c) The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all have been duly authorized and validly authorized and issued, are fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (d) Except for (Ai) the conversion privileges of the Series A A, Series B, Series C, and Series D Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (Bii) the rights provided in Section 2.4 paragraph 2.3 of that a certain Amended and Restated Investors’ Investor Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”)separately furnished to Pfizer, (Ciii) currently outstanding options a warrant to purchase 2,288,422 175,000 shares of Common Stock granted Series B Preferred Stock, (iv) a warrant to employees purchase 131,578 shares of Series C Preferred Stock, and other service providers pursuant (v) shares to the Company’s 2008 Stock Plan (the “Plan”)be issued to Pfizer under a certain stock purchase agreement executed on even date herewith, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company Rigel of any shares of its capital stocksecurities. In addition to the aforementioned optionsaddition, the Company Rigel has reserved an additional 1,322,440 5,325,000 shares of its Common Stock for purchase upon exercise of options to be granted in the future under Rigel's 1997 Stock Option Plan (the "Option Plan"). Other than the Voting Agreement (as defined below), the Company Rigel is not a party or subject to any agreement or understanding, and, to the Company’s best of Rigel's knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the CompanyRigel. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. (a) The authorized capital of the Company consists consists, or will consist immediately prior to the Initial Closing, of: (ai) Preferred Stock. 25,995,396 68,836,142 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”)0.0001, 6,979,311 28,780,925 of which shares of Preferred Stock have been designated Series A Preferred Stock, 28,780,925 of which are issued and outstanding, 3,550,000 of which shares have been designated Series B Preferred Stock, all of which are issued and outstanding, 7,016,085 shares 21,200,000 of Preferred Stock which have been designated Series A-1 C Preferred Stock, all 21,200,000 of which are issued and outstanding outstanding, and 12,000,000 shares 15,305,217 of which have been designated Series B D Preferred Stock, none of which are is issued and outstanding. The relative rights, privileges and preferences of the each authorized series of Preferred Stock will be as stated in the Company’s Restated Certificate. (bii) Common Stock. 45,000,000 89,163,858 shares of common stockCommon Stock, par value $0.0001 per share (the “Common Stock”), 39,221,549 of which 11,208,526 shares are issued and outstanding. (cb) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all have been duly authorized and validly authorized and issued, are fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Securities Act”) ), and any relevant applicable state securities laws, laws or pursuant to valid exemptions therefrom. (dc) Except for (Ai) the rights provided in the Investors’ Rights Agreement, (ii) outstanding rights to purchase 6,015,622 shares of its Common Stock pursuant to the Company’s 2004 Stock Option Plan (including sub-plans thereunder), (iii) outstanding rights to purchase 150,000 shares of its Common Stock pursuant to the Company’s 2005 Stock Option Plan, (iv) warrants to purchase 648,549 shares of Common Stock and (v) the conversion privileges of the Series A C Preferred Stock and Series D Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”), there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stocksecurities. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 aggregate of 11,147,563 shares of its Common Stock for options and stock purchase upon exercise of options rights granted or to be granted in the future under the Company’s 2004 Stock Plan and 150,000 shares of its Common Stock for options granted under the Company’s 2005 Stock Plan. Other than Except for the Voting Agreement (as defined below)Agreement, neither the Company nor any Subsidiary is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the CompanyCompany or any Subsidiary. (ed) All outstanding equity securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) issue, are subject to a one hundred eighty (180) day “market stand-off off” restriction no less restrictive than upon an initial public offering of the provision contained Company’s securities pursuant to a registration statement filed with the Securities and Exchange Commission pursuant to the Act in a form substantially similar to Section 1.13 1.15 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (fe) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event. (f) The Company is the sole holder of capital stock of HA. The rights and privileges of stockholders of HA are as stated in the Certificate of Incorporation of HA and bylaws of HA each in the form provided to counsel for the Investors. The issued and outstanding capital stock of HA are all duly and validly authorized and issued and fully paid, and were issued in accordance with all applicable securities laws, rules and regulations, or pursuant to valid exemptions therefrom. There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company or HA of any capital stock or other equity interest in HA. (g) The Company is the sole holder of capital stock of VR. The rights and privileges of stockholders of VR are as stated in the Certificate of Incorporation of VR and bylaws of VR each in the form provided to counsel for the Investors. The issued and outstanding capital stock of VR are all duly and validly authorized and issued and fully paid, and were issued in accordance with all applicable securities laws, rules and regulations, or pursuant to valid exemptions therefrom. There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company or VR of any capital stock or other equity interest in VR. (h) The Company is the sole holder of capital stock of HA Europe. The rights and privileges of stockholders of HA Europe are as stated in the Certificate of Incorporation and bylaws, or similar corporate documents, of HA Europe. The issued and outstanding capital stock of HA Europe are all duly and validly authorized and issued and fully paid, and were issued in accordance with all applicable securities laws, rules and regulations, or pursuant to valid exemptions therefrom. There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company or HA Europe of any capital stock or other equity interest in HA Europe. (i) The Company is the sole holder of capital stock of VRBO. The rights and privileges of stockholders of VRBO are as stated in the Certificate of Incorporation of VRBO and bylaws of VRBO each in the form provided to counsel for the Investors. The issued and outstanding capital stock of VRBO are all duly and validly authorized and issued and fully paid, and were issued in accordance with all applicable securities laws, rules and regulations, or pursuant to valid exemptions therefrom. There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company or VRBO of any capital stock or other equity interest in VRBO. (j) The authorized capital of HR is £1,000 divided into 1,000 ordinary shares of £1.00 each, of which 100 are in issue and held by the Company. The rights and privileges of members of HR are as stated in the HR’s Articles of Association in the form provided to counsel for the Investors. The issued ordinary shares of HR are all duly and validly authorized and issued and fully paid, and were issued in accordance with all applicable securities laws, rules and regulations, or pursuant to valid exemptions therefrom. There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company or HR of any capital stock or other equity interest in HR. (k) HR is the sole holder of capital stock of VVI. The rights and privileges of stockholders of VVI are as stated in the Certificate of Incorporation and bylaws, or similar corporate documents, of VVI. The issued and outstanding capital stock of VVI are all duly and validly authorized and issued and fully paid, and were issued in accordance with all applicable securities laws, rules and regulations, or pursuant to valid exemptions therefrom. There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company, HR or VVI of any capital stock or other equity interest in VVI.

Capitalization and Voting Rights. The authorized capital of the -------------------------------- Company consists consists, or will consist immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 10,000,000 shares of Preferred Stock (the --------------- "Preferred Stock"), 2,500,000 of which shares have been designated Series A Preferred Stock (the "Series A Preferred Stock, all ") and 1,399,575 of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock (the "Series B Preferred Stock, none "). 1,983,333 shares of which Series A Preferred Stock and 583,431 shares of Series B Preferred Stock are issued and outstanding. The rights, privileges and preferences of the Series A Preferred Stock will be are as stated in the Company’s 's Restated CertificateCertificate of Incorporation. The rights, privileges and preferences of the Series B Preferred Stock are as stated in the Company's Certificate of Designations, Preferences and Rights of Series B Preferred Stock (the "Certificate of Designations, Preferences and Rights"). (b) Common Stock. 45,000,000 50,000,000 shares of common stockCommon Stock ("Common ------------ Stock), par value $0.0001 per share (the “30,000,000 of which are designated Class A Voting Common Stock”), and 20,000,000 of which 11,208,526 are designated Class B Non-Voting Common Stock. 6,384,059 shares of Class A Voting Common Stock are issued and outstanding. 391,170 shares of Class B Non-Voting Common Stock are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to and the truth and accuracy outstanding shares of representations and warranties made by purchasers of such shares, Series A Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”") and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, the conversion privileges of the Series A-1 B Preferred Stock, outstanding options issued to directors, employees and consultants to purchase 1,259,700 shares of Class A Voting Common Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 1,420,964 shares of Class B Non-Voting Common Stock, warrants outstanding which are exercisable for 176,000 shares of Class A Voting Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)155,508 shares of Class B Non-Voting Common Stock, there are not no outstanding any options, warrants, rights (including conversion or or, except as set forth on the Schedule of Exceptions, any preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned optionsforegoing, the Company has reserved an additional 1,322,440 430,300 shares of its Class A Voting Common Stock for purchase issuance upon exercise of additional options to be granted in the future under the Company's 1995 Stock Plan. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closingis 103,000,000 shares, of: consisting of (ai) Preferred Stock. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 100,000,000 authorized shares of common stock, par value $0.0001 0.01 per share (the “"Common Stock”"), of which 11,208,526 68,162,250 shares are issued and outstanding, and (ii) 3,000,000 authorized shares of preferred stock, par value $.01 per share ("Preferred Stock"), of which (x) 590,000 shares are designated "Series B Convertible Preferred Stock", of which 44,000 shares are issued and outstanding and (y) 20,000 shares are designated "Series F Convertible Preferred Stock", of which no shares are issued and outstanding. There are no other classes or series of capital stock of the Company authorized or issued and outstanding. (ca) Each of the stockholders of the Company specified on Exhibit D hereto (each, a "Identified Stockholder" and collectively, the "Identified Stockholders") own the number of outstanding shares of Common Stock or Preferred Stock specified therein. (b) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”") and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (dc) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (Bi) the rights provided in Section 2.4 3.2 of that certain Amended and Restated the Investors’ ' Rights Agreement in the form attached hereto (as Exhibit B (the “Investors’ Rights Agreement”hereinafter defined), (Cii) currently outstanding options to purchase 2,288,422 6,718,067 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 's 1998 , 1999 and 2000 Stock Plan Option Plans (collectively, the “"Option Plan”)") and currently outstanding options to purchase 291,250 shares of Common Stock granted to Persons outside of the Option Plan, there are not outstanding any options, warrants, puts, calls, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from from, sale to or exchange with, the Company or any of its Subsidiaries of any shares of any class or series of capital stock of the Company or any of its Subsidiaries or other restrictions on the incidents of ownership or transfer of any such shares of capital stockstock created by statute (other than Federal and state securities laws), the charter documents of the Company or any of its Subsidiaries or any agreement to which the Company or any of its Subsidiaries is a party, by which any of them is bound or of which any of them has knowledge. In addition to the aforementioned options, the Company has reserved (t) an additional 1,322,440 264,000 shares of its Common Stock issuable upon conversion of its Series B convertible preferred stock, (u) an additional 3,430,219 shares of its Common Stock for purchase upon exercise of publicly tradable warrants, (v) an additional 52,635,937 shares of its Common Stock for receipt upon conversion of the Secured Convertible Note (as hereinafter defined) in favor of RGC International Investors, LDC, (w) an additional 4,372,394 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plan. Other than , (x) an additional 2,116,524 shares of its Common Stock for purchase upon exercise of outstanding options, warrants, puts, calls, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the Voting purchase or acquisition from, sale to or exchange with, the Company or any of its Subsidiaries of any shares of capital stock of the Company or any of its Subsidiaries, (y) an additional 3,888,889 shares of its Common Stock for purchase by Xxxxxxx Drive LLC under the Xxxxxxx Agreement (as defined belowin Section 4.4(b) hereof), and (z) an additional 55,344,360 shares of its Common Stock for receipt upon conversion of the Senior Secured Convertible Note (as hereinafter defined) in favor of the Investor. Neither the Company nor any Subsidiary is not a party or subject to any agreement or understanding, and, to the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security of the Company or any Subsidiary, or by a director of the CompanyCompany or any Subsidiary. (ed) All outstanding securities The pro forma capitalization of the Company, including, without limitation, all Company after giving effect to the transactions contemplated by this Agreement is illustrated on Section 2.2(d) of the Schedule of Exceptions and reflects that the Purchased Securities to be purchased by the Investor pursuant to the terms of this Agreement shall constitute (i) eighty percent (80%) of the issued and outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company on a Fully Diluted Basis as a result of the purchase of the Purchased Shares pursuant to Section 1.1(b) hereof and (ii) seven percent (7%) of the issued and outstanding shares of capital stock of the Company on a Fully Diluted Basis as a result of the conversion, if any, pursuant to the Senior Secured Convertible Note. For purposes of this Agreement, "Fully Diluted Basis" means issued and outstanding shares of Common Stock plus (i) shares of any class or series of capital stock of the Company or any of its Subsidiaries that votes together with the Common Stock, (ii) shares of Common Stock issuable pursuant to or upon the conversion or exercise of all rights set forth in agreements (written or oral), plans, warrants, puts, calls, options, convertible securities or other commitments or securities convertible into, exchangeable or exercisable securities and all other securities that for, shares of Common Stock or any class or series of capital stock of the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 or any of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period its Subsidiaries that votes together with the first 25% of such shares vesting following twelve (12) months of continued employment or service, Common Stock and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide shares of Common Stock reserved for issuance pursuant to options granted under the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringOption Plan. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. (a) The authorized capital of the Company consists immediately consists, or will consist prior to the Closing, of: (ai) Preferred Stock. 25,995,396 1,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 of which 666,667 shares of Preferred Stock have been designated Series A Preferred Stock (the "Series A Preferred Stock, all ") of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none of which are issued and outstanding533,333 will be sold pursuant to this Agreement. The rights, privileges and preferences of the Series A Preferred Stock will be as stated in the Company’s Restated CertificateCertificate of Designation. (bii) Common Stock. 45,000,000 10,000,000 shares of common stock, par value $0.0001 per share stock (the “"Common Stock”"), of which 11,208,526 shares 3,362,877 are currently issued and outstanding. (c) The outstanding . All of the issued shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all have been duly authorized and validly authorized and issued, are fully paid and nonassessable, and were have been issued in accordance compliance with the registration applicable federal and state securities laws and are free and clear of all liens, security interests, pledges, charges, encumbrances, defects, shareholder agreements, equities or qualification provisions claims of any nature whatsoever. None of the Securities Act issued shares of 1933, as amended (the “Act”) and Common Stock has been issued or is owned or held in violation of any relevant state securities laws, or pursuant to valid exemptions therefromstatutory preemptive rights of shareholders. (diii) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may to be issued under this Agreement, (B) Agreement and the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options right to purchase 2,288,422 up to 133,333 shares of Common Stock granted to employees and other service providers pursuant to subscription agreements received by the Company’s 2008 Stock Plan (the “Plan”)Company from various investors in response to that Private Placement Memorandum dated November 21, 1997, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, ; provided that the Company has reserved an additional 1,322,440 shares 1,000,000 shares, of its Common Stock for purchase upon exercise of which options to be granted in acquire up to 837,050 shares have been granted, for issuance to employees, consultants or directors of the future under Company pursuant to equity incentive agreements approved by the PlanBoard of Directors. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, and there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists consists, or will consist immediately prior to the closing of the first tranche of the Initial Closing, of: (a) Preferred Stock241,780,799 shares of Common Stock of which 3,695,397 are issued and outstanding. 25,995,396 The outstanding shares of Common Stock are owned by the stockholders and in the numbers specified in Exhibit B hereto. (b) 198,363,299 shares of Preferred Stock, par value $0.0001 per share of which (the “Preferred Stock”), 6,979,311 i) 5,798,178 shares of Preferred Stock have been designated Series A Preferred StockStock (“Series A Shares”), all of which are issued and outstanding, 7,016,085 (ii) 16,666,665 shares of Preferred Stock have been designated Series A-1 B Preferred StockStock (“Series B Shares”), all of which are issued and outstanding and 12,000,000 (iii) 17,037,037 shares have been designated Series C Preferred Stock (“Series C Shares”), all of which are issued and outstanding, (iv) 71,666,667 shares have been designated Series D Preferred Stock (“Series D Shares”), all of which are issued and outstanding, and (v) 87,194,752 shares have been designated Series E Preferred Stock (“Series E Shares”, and together with Series A Shares, Series B Shares, Series C Shares and Series D Shares, the “Preferred Stock”), none of which are issued and outstandingoutstanding and all of which will be sold pursuant to this Agreement. The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are owned by the stockholders and in the numbers specified in Exhibit B hereto. The rights, privileges and preferences of the Series E Preferred Stock will be are as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all have been duly authorized and validly authorized and issued, are fully paid and nonassessablenon-assessable, and were issued in accordance compliance with the registration or qualification applicable provisions of the Securities Act of 1933and the regulations thereunder and any relevant state securities laws and regulations. (d) The Company has adopted the Amended 2004 Equity Compensation Plan, as amended (the “ActPlan”) and any relevant state securities laws, has issued and reserved a total of 39,380,603 shares of its Common Stock for issuance upon exercise of options granted or to be granted in the future pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding Plan. The Company has granted 24,241,758 options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”). Except for such options or as described on Exhibit B, there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. The Company holds no shares of its capital stockstock in its treasury. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the The Company is not a party to or subject to any agreement or understanding, and, to the best of the Company’s knowledge, there is no agreement or understanding between any persons and/or entitiespersons, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company, except as contemplated by this Agreement, the Restated Certificate or the Ancillary Agreements. (e) All The outstanding securities options and warrants disclosed on Exhibit B attached hereto have been duly authorized and validly issued, and were issued in compliance with the Plan, the applicable provisions of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, Securities Act and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company regulations thereunder and any holder of any relevant state securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any eventlaws and regulations.

Capitalization and Voting Rights. The (a) Immediately prior to the Closing, the authorized capital of the Company consists immediately prior to the Closing, ofshall be US$500,000 divided into: (ai) Preferred Stock. 25,995,396 shares of Preferred Stock420,628,011 Common Shares, par value $0.0001 per share of US$0.001 each, of which (the “Preferred Stock”), 6,979,311 shares of Preferred Stock 1) 6,096,842 have been designated duly and validly issued, are fully paid, non-assessable, and outstanding and were issued in accordance with applicable Laws, (2) 10,427,373 Common Shares are reserved for issuance upon conversion of the Class A Preferred Shares, (3) 5,000,000 Common Shares are reserved for issuance upon conversion of the Series A Preferred StockShares, (4) 12,123,314 Common Shares are reserved for issuance upon conversion of the Series B Preferred Shares, (5) 18,721,302 Common Shares are reserved for issuance upon conversion of the Series C Preferred Shares, (6) 10,000,000 Common Shares are reserved for issuance upon conversion of the Series D Preferred Shares, (7) 23,100,000 Common Shares are reserved for issuance upon conversion of the Series E Preferred Shares to be issued under this Agreement, (8) 4,300,730 Common Shares are reserved for issuance to the Founder and the Company Group’s employees, officers or directors, or any other Person qualified in accordance with the ESOP, and (9) 3,377,000 Common Shares are reserved for issuance to certain Shareholders in accordance with Section 8.8(d) of that certain Share Purchase Agreement among the Company and certain Shareholders thereof dated August 26, 2010. The rights, privileges and preferences of the Common Shares as of the Closing are as stated in the Amended Articles. (ii) 5,000,000 Series A Preferred Shares, par value of US$0.001 each, all of which have been issued and outstanding. The rights, privileges and preferences of the Series A Preferred Shares as of the Closing are as stated in the Amended Articles and Amended XXX. (iii) 12,123,314 Series B Preferred Shares, par value of US$0.001 each, all of which have been issued and outstanding. The rights, privileges and preferences of the Series B Preferred Shares as of the Closing are as stated in the Amended Articles and Amended XXX. (iv) 18,721,302 Series C Preferred Shares, par value of US$0.001 each, 17,348,382 of which have been issued and outstanding. The rights, privileges and preferences of the Series C Preferred Shares as of the Closing are as stated in the Amended Articles and Amended XXX. (v) 10,000,000 Series D Preferred Shares, par value of US$0.001 each, all of which are issued and outstanding. The rights, 7,016,085 shares privileges and preferences of the Series D Preferred Stock have been designated Series A-1 Shares as of the Closing are as stated in the Amended Articles and Amended XXX. (vi) 10,427,373 Class A Preferred StockShares, par value of US$0.001 each, all of which are issued and outstanding outstanding. The rights, privileges and 12,000,000 shares have been designated preferences of the Class A Preferred Shares as of the Closing are as stated in the Amended Articles and Amended XXX. (vii) 23,100,000 Series B E Preferred StockShares, par value of US$0.001 each, none of which are issued and outstanding. The rights, privileges and preferences of the Series E Preferred Stock will be Shares as of the Closing are as stated in the Company’s Restated Certificate. (b) Common StockAmended Articles and Amended XXX. 45,000,000 shares of common stockExcept as set forth above, par value $0.0001 per share (disclosed in the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessableDisclosure Schedule, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except except for (Aa) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this AgreementShares, (Bb) the certain rights provided in Section 2.4 of the Transaction Documents, and (c) the options granted under the ESOP and that certain Amended Share Purchase Agreement among the Company and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”)certain Shareholders thereof dated August 26, (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)2010, there are not no outstanding any options, securities, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or shareholders agreements, or agreements of any kind for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Planequity securities. Other than the Voting Agreement (Amended XXX, the ESOP and the Amended Articles and except as defined below)disclosed in the Disclosure Schedule, the Company is not a party or subject to (a) any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. Company or (eb) All outstanding any agreement under which it is or may be entitled or required to acquire any securities of the Company, includingany member of the Company Group or any other person. (b) The Capitalization Tables attached to this Agreement as Schedules C-1 and C-2 set forth the complete and accurate capitalization of the Company immediately prior to the Closing and immediately after the Closing, respectively, including without limitation, : (x) all outstanding shares record and beneficial owners of the all share capital stock or other equity interests of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (ivy) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right details of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option any share or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any eventincentive options granted.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to on the Closing, date of this Agreement of: (a) Preferred 35,000,000 shares of common stock, par value $0.01 per share ("Common Stock. 25,995,396 "), of which 1,056,698 shares are issued and outstanding. (b) 15,000,000 shares of Preferred Stock, par value $0.0001 0.01 per share (the “"Preferred Stock”), 6,979,311 shares "): (1) 716 of Preferred Stock which have been designated as Series A B Preferred Stock, Stock (all of which are issued and outstanding, 7,016,085 shares ); (2) 450 of Preferred Stock which have been designated as Series A-1 C Preferred Stock, Stock (all of which are issued and outstanding and 12,000,000 shares outstanding); (3) 345 of which have been designated as Series B E Preferred Stock, Stock (344.39 of which are issued and outstanding); (4) 1,000 of which have been designated as Series F Preferred Stock (all of which are issued and outstanding); (5) 816 of which have been designated as Series G Preferred Stock (815.87 of which are issued and outstanding); (6) 400 of which have been designated as Series H Preferred Stock (all of which are issued and outstanding); (7) 8,140,000 of which have been designated as Series J Preferred Stock (7,730,909 of which are issued and outstanding); and (8) 1,785,800 have been designated as Series K Preferred Stock (none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The capitalization table attached to the Schedule of Exceptions is accurate. (d) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all have been duly authorized and validly authorized and issued, are fully paid and nonassessable, nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (de) Except for (A1) this Agreement, (2) the conversion privileges of the Series A Preferred Stock, (3) the Investors Rights Agreement dated as of September 30, 1997 among the Company and certain holders of the Company's Series A-1 J Preferred Stock and the Shares that may be issued under this AgreementStock, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C4) currently outstanding options to purchase 2,288,422 2,334,706 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 's 1994 Stock Plan (the “"Option Plan”)") and currently outstanding options to purchase 52,898 shares of Common Stock granted to employees outside of the Option Plan, (5) warrants to purchase 255,482 shares of Common Stock (not including the Warrants) granted in connection with private placements of the Company's securities, and (6) warrants to purchase 409,091 shares of Series J Preferred Stock, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any shares of its capital stocksecurities. In addition to the aforementioned options, the Company company has reserved an additional 1,322,440 412,596 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plan. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, and to the Company’s knowledge, 's knowledge there is no agreement or understanding between any persons and/or entitiesother persons, which that affects or relates to the voting or giving of written consents with respect to any security of the Company or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital stock of the Company consists consists, or will consist immediately prior to the Closing, of: of 25,000,000 shares of common stock, $0.01 par value (athe "Common Stock "), of which 6,084,302 shares (including 115 shares held in treasury) Preferred Stock. 25,995,396 are issued and outstanding, and 1,000,000 shares of Preferred Stock, $0.01 par value $0.0001 per share (the “Preferred Stock”)value, 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 1,000,000 shares have been designated as Series B 2001-A Preferred StockStock (the "Series 2001-A Preferred"), none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are All issued and outstanding. (c) outstanding shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with applicable federal and state securities law. The outstanding Company has reserved 5,000,000 shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the issuance upon conversion privileges of the Series 2001-A Preferred (the "Underlying Common Stock"), and has reserved 700,000 shares of Series A-1 2001-A Preferred Stock for future issuance in satisfaction of dividends on the Series 2001-A Preferred (the "Dividend Stock"). The Series 2001-A Preferred shall have the rights, preferences, privileges and restrictions set forth in the Amendment and the Shares that may be issued under this Agreement, (B) Related Agreements. Except as contemplated herein or in the rights provided Related Agreements or as set forth in Section 2.4 3.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares Schedule of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)Exceptions, there are not outstanding any no options, warrants, rights (including conversion or rights, preemptive rights) , rights of first refusal, or agreements for the similar rights presently outstanding to purchase or acquisition otherwise acquire from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of 's securities. Immediately after the CompanyClosing, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock capitalization of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained will be as set forth in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringExhibit F attached hereto. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists Rigel consists, or will consist immediately prior to the ClosingEffective Date, of: (a) Preferred Stock. 25,995,396 22,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”).001, 6,979,311 of which 665,000 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 ; 7,675,000 shares have been designated Series B Preferred Stock, none of which 7,500,000 are issued and outstanding; 8,000,000 shares have been designated Series C Preferred Stock, of which 7,386,843 are issued and outstanding; and 5,660,000 shares of Series D Preferred Stock, of which 3,481,864 are issued and outstanding (before giving effect to any transactions with Pfizer). The rights, privileges and preferences of the Series A, Series B, Series C and Series D Preferred Stock will be are as stated in the Company’s Restated Certificaterestated certificate of incorporation. (b) Common Stock. 45,000,000 35,000,000 shares of common stock, par value $0.0001 per share .001 (the “"Common Stock”"), of which 11,208,526 2,675,333 shares are issued and outstanding. (c) The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all have been duly authorized and validly authorized and issued, are fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (d) Except for (Ai) the conversion privileges of the Series A A, Series B, Series C, and Series D Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (Bii) the rights provided in Section 2.4 paragraph 2.3 of that a certain Amended and Restated Investors’ Investor Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”)separately furnished to Pfizer, (Ciii) currently outstanding options a warrant to purchase 2,288,422 175,000 shares of Common Stock granted Series B Preferred Stock, (iv) a warrant to employees purchase 131,578 shares of Series C Preferred Stock, and other service providers pursuant (v) shares to the Company’s 2008 Stock Plan (the “Plan”)be issued to Pfizer under a certain stock purchase agreement executed on even date herewith, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company Rigel of any shares of its capital stocksecurities. In addition to the aforementioned optionsaddition, the Company Rigel has reserved an additional 1,322,440 5,325,000 shares of its Common Stock for purchase upon exercise of options to be granted in the future under Rigel's 1997 Stock Option Plan (the "Option Plan"). Other than the Voting Agreement (as defined below), the Company Rigel is not a party or subject to any agreement or understanding, and, to the Company’s best of Rigel's knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the CompanyRigel. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. (a) The authorized capital of the Company as of the date hereof consists immediately prior to the Closing, of: (ai) Preferred Stock. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 27,908,743 shares of Preferred Stock (as defined in Section 12.15(a)), of which (A) 12,413,793 shares have been designated Series A Convertible Preferred StockStock (as defined in Section 12.15(a)), all of which are issued and outstanding, 7,016,085 (B) 5,555,556 shares of Preferred Stock have been designated Series A-1 B Convertible Preferred StockStock (as defined in Section 12.15(a)), all of which are issued and outstanding and 12,000,000 (C) 9,939,394 shares have been designated Series B C Convertible Preferred StockStock (as defined in Section 12.15(a)), none 8,888,890 of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (bii) Common Stock. 45,000,000 123,091,257 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 7,676,194 shares are issued and outstanding. (cb) The outstanding Upon the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, each share of Series A Convertible Preferred Stock shall convert into one share of Common Stock, each share of Series B Convertible Preferred Stock shall convert into one share of Common Stock, each share of Series C Convertible Preferred Stock shall convert into the number of shares of Common Stock and, subject in part to as determined by the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933Current Certificate and each outstanding warrant (except options issued pursuant to a founder's stock restriction agreement, an employment agreement, a consulting agreement or the Company's 1998 Equity Incentive Plan, as amended (the “Act”"Plan")) and any relevant state securities laws, or pursuant to valid exemptions therefrompurchase shares of capital stock of the Company shall expire. (dc) Except for (A) the conversion privileges As of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreementdate hereof, (Bi) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 2,500,938 shares of Common Stock granted are currently outstanding, of which (x) options to employees purchase 884,160 shares of Common Stock are vested as of March 19, 2003 and (y) options to purchase 1,616,778 shares of Common Stock are not vested as of March 19, 2003, (ii) warrants to subscribe for 5,333,334 shares of Cxxxxx Xxxxx xxx xxxxently outstanding, (iii) 269,817 restricted stock awards are outstanding, and (iv) an aggregate of 369,566 options, restricted stock awards or other service providers pursuant rights to acquire capital stock of the Company’s 2008 Stock Plan (Company shall vest or accelerate upon the “Plan”)consummation of the transactions contemplated by this Agreement. Except as set forth in the immediately preceding sentence, there are not are: (i) no outstanding any optionsoptions (vested or unvested), warrants, rights (including conversion conversion, preemptive or preemptive other rights) or agreements for the purchase or acquisition from pursuant to which the Company of is or may become obligated to issue, sell or repurchase any shares of its capital stock. In addition stock or any other securities of the Company; (ii) no restrictions on the transfer of capital stock of the Company imposed by the Current Certificate, By-laws, any agreement to which the Company is a party (other than the Second Amended and Restated Stockholders' Agreement), any Judgment applicable to the aforementioned optionsCompany, any Governmental Entity or any Applicable Law (other than (x) applicable Securities Laws restrictions or (y) with respect to applicable requirements of the HSR Act, EC Regulation and any other similar foreign antitrust or trade regulation laws applicable to the Company); (iii) no cumulative voting rights for any of the Company's capital stock; (iv) no registration rights under the Securities Act with respect to shares of the Company's capital stock other than those contained in the Second Amended and Restated Stockholders' Agreement; and (v) to the Company's knowledge, other than pursuant to this Agreement and the Second Amended and Restated Stockholders' Agreement, no options or other rights to purchase shares of capital stock from stockholders of the Company granted by such stockholders. The Company has reserved an additional 1,322,440 up to 1,393,731 shares of its Common Stock (it being understood that any shares of Common Stock subject to options and other awards outstanding on the date hereof that expire or terminate unexercised or any restricted stock repurchased by the Company shall increase such maximum number of shares reserved for purchase upon issuance in the future pursuant to the Plan) for the issuance of Common Stock, restricted stock and other stock-based awards pursuant to the exercise of options and other awards to be granted in the future under pursuant to the Plan. Other than the Voting Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (eSection 4.2(c) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon Disclosure Schedule sets forth as of the conversion or exercise date of all convertible or exercisable securities and all other securities that the Company is obligated to issue this Agreement (i) are subject the name of each holder of options to a market stand-off restriction no less restrictive than purchase shares of Common Stock, the provision contained in Section 1.13 exercise price of each such option, the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting number of shares over a four-year period with the first 25% of Common Stock issuable upon exercise of such shares vesting following twelve (12) months of continued employment or service, option and the remaining shares vesting in equal monthly installments over the following 36 months thereafternumber of options held by such holder that have vested as of March 19, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost 2003 and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms schedule for options not vested as of such agreement or understanding as the result of the occurrence of any event.March 19, 2003;

Capitalization and Voting Rights. The authorized capital of the Company consists consists, or will consist immediately prior to the Initial Closing, of: (a) Preferred Stock120,292,564 shares of Common Stock of which 3,513,620 are issued and outstanding. 25,995,396 The outstanding shares of Common Stock are owned by the stockholders and in the numbers specified in Exhibit B hereto. (b) 95,057,436 shares of Preferred Stock, par value $0.0001 per share of which (the “Preferred Stock”), 6,979,311 i) 5,798,178 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 (ii) 16,666,665 shares of Preferred Stock have been designated Series A-1 B Preferred Stock, all of which are issued and outstanding and 12,000,000 (iii) 17,037,037 shares have been designated Series B C Preferred Stock, all of which are issued and outstanding, and (iv) 55,555,556 shares have been designated Series D Preferred Stock, none of which are issued and outstandingoutstanding and all of which will be sold pursuant to this Agreement. The outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are owned by the stockholders and in the numbers specified in Exhibit B hereto. The rights, privileges and preferences of the Series D Preferred Stock will be are as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all have been duly authorized and validly authorized and issued, are fully paid and nonassessablenon-assessable, and were issued in accordance compliance with the registration or qualification applicable provisions of the Securities Act of 1933, as amended (and the “Act”) regulations thereunder and any relevant state securities laws, or pursuant to valid exemptions therefromlaws and regulations. (d) Except The Company has adopted the Amended 2004 Equity Compensation Plan (collectively, the “Plan”) and has issued and reserved a total of 21,379,875 shares of its Common Stock for (A) the conversion privileges issuance upon exercise of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may options granted or to be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement granted in the form attached hereto as Exhibit B (future pursuant to the “Investors’ Rights Agreement”), (C) currently outstanding Plan. The Company has granted 11,701,964 options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”). Except for such options or as described on Exhibit B, there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. The Company holds no shares of its capital stockstock in its treasury. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the The Company is not a party to or subject to any agreement or understanding, and, to the best of the Company’s knowledge, there is no agreement or understanding between any persons and/or entitiespersons, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company, except as contemplated by this Agreement, the Restated Certificate or the Ancillary Agreements. (e) All The outstanding securities options and warrants disclosed on Exhibit B attached hereto have been duly authorized and validly issued, and were issued in compliance with the Plan, the applicable provisions of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, Securities Act and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company regulations thereunder and any holder of any relevant state securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any eventlaws and regulations.

Capitalization and Voting Rights. (a) The authorized capital stock of the Company consists consists, or will consist immediately prior to the Initial Closing, of: : (ai) Preferred Stock. 25,995,396 20,000,000 shares of Preferred Stock, par value $0.0001 .001 per share (the “"Preferred Stock”"), 6,979,311 of which (i) 15,000 shares of Preferred Stock will have been designated Series A Y Preferred Stock, all of which are may be issued and outstandingpursuant to this Agreement, 7,016,085 (ii) 20,000 shares of Series X Convertible Preferred Stock have been designated (the "Series A-1 X Preferred Stock"), all of which are 10,000 shares were issued and outstanding as of the date hereof, and 12,000,000 10,000 shares have been designated are subject to issuance pursuant to the terms of the Series B X Convertible Preferred Stock Purchase Agreement dated as of November 14, 2001 (the "Series X Purchase Agreement") among the Company and the Investors listed on Schedule A thereto and (iii) 200,000,000 shares of common stock, par value $0.0005 per share (the "Common Stock"), none of the Company, of which are 64,763,709 shares were issued and outstandingoutstanding as of November 9, 2001. The rights, privileges and preferences of the Series Y Preferred Stock will be as stated in the Company’s Restated CertificateSeries Y Designation. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”) "), and any relevant state securities laws, or pursuant to valid exemptions therefrom. (dc) Except for (Ai) the transactions contemplated by this Agreement and the Series X Purchase Agreement, (ii) the conversion privileges of the Series A Preferred Stock, Series A-1 Y Preferred Stock and the Shares that may to be issued under this Agreement, (Biii) the rights provided in Section 2.4 conversion privileges of that certain the Series X Preferred Stock issued or to be issued pursuant to the Series X Purchase Agreement, (iv) an aggregate of no more than 17,563,126 shares of its Common Stock reserved for issuance under the Company's Amended and Restated Investors’ Rights Agreement in 1999 Stock Plan, the form attached hereto as Exhibit B Vector Internet Services Inc. 1997 Stock Option Plan, the Vector Internet Services Inc. 1999 Stock Option Plan, the Company's 1999 Employee Stock Purchase Plan and the Company's 2001 Stock Option and Incentive Plan (together, the “Investors’ Rights Agreement”"Stock Plans"), and (Ciii) currently outstanding options to purchase 2,288,422 an aggregate of 83,314 shares of its Common Stock granted reserved for issuance upon the exercise of warrants issued to employees VantagePoint Venture Partners 1996, L.P. and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)VantagePoint Communications Partners, L.P, there are not were no outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to stock as of the aforementioned options, the Company has reserved an additional 1,322,440 shares date of its Common Stock for purchase upon exercise of options to be granted in the future under the Planthis Agreement. Other than the Voting Agreements, the Stockholders Agreement (as defined below)) and the Series X Purchase Agreement, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (ed) All The shares of Common Stock, the shares of Series X Preferred Stock and the shares of Series Y Preferred Stock that are subject to the Voting Agreements are sufficient, if voted in accordance with the Voting Agreements, under the Delaware General Corporation Law and the Company's certificate of incorporation and by-laws to obtain the Required Stockholder Approvals (as defined in Section 2.4 below), assuming (i) the exercise of all currently outstanding securities options, warrants, rights or agreements for the purchase or acquisition of any shares of the Company, including, without limitation, all outstanding shares of the 's capital stock that may be exercised on or after the date hereof and (ii) the transfer of the Company, all shares of Common Stock which are permitted to be transferred under the capital stock VantagePoint Voting Agreement without the consent or approval of the Company issuable upon the conversion or exercise of all convertible or exercisable securities Investors and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately Immediately prior to the Closing, the authorized capital of WI or will consist of: (ai) Preferred Stock. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 25,000,000 authorized shares of Preferred Stock issuable in series (the "Preferred Stock"), of which (i) 4,300,000 shares have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 (ii) 750,000 shares have been designated Series B Preferred Stock, none all of which are outstanding (iii) 2,400,000 shares have been designated Series C Preferred Stock, of which 2,081,402 are outstanding, (iv) 6,600,000 shares have been designated Series D Preferred Stock of which 6,541,013 are outstanding, (v) 4,000,000 shares have been designated Series E Preferred Stock, of which (A) 3,600,000 are outstanding and (B) 360,000 are issuable upon the conversion of securities convertible thereinto, (vi) 400,000 shares of Series E-1 Preferred Stock, of which none are outstanding and (vii) 3,000,000 shares have been designated Series F Preferred Stock all of which shares may be issued and outstandingpursuant to this Agreement. The rights, privileges and preferences of the Series F Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance on parity with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges those of the Series A Preferred Stock, the Series A-1 B Preferred Stock and, the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided Series E-1 Preferred Stock as set forth in Section 2.4 of that certain WI's Amended and Restated Investors’ Articles of Incorporation, the Certificate of Determination of Preferences and Rights Agreement in the form attached hereto as Exhibit B of Series D Preferred Stock (the “Investors’ Rights Agreement”"Series D Certificate of Determination"), the Certificate of Determination of Preferences and Rights of Series E Preferred Stock (Cthe "Series E Certificate of Determination") currently outstanding options to purchase 2,288,422 and the Certificate of Determination of Preferences and Rights of Series F Preferred Stock (the "Certificate of Determination, collectively, unless the context dictates otherwise, the "Articles"), respectively. (ii) Common Stock. 50,000,000 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”"Common Stock"), there of which 5,712,854 shares are not issued and outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for shares issued upon the purchase or acquisition from the Company exercise of any shares of its capital stockOptions described below). In addition to the aforementioned options, the Company WI has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options up to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 4,300,000 shares of Common Stock issuable upon conversion of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first Series A Preferred 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists consists, or will consist immediately prior to the Initial Closing, of: (a) Preferred Stock. 25,995,396 30,213,695 shares of Preferred Stock, par value $0.0001 per share of which (the “Preferred Stock”), 6,979,311 i) 120,000 shares of Preferred Stock have been designated Series A Preferred StockStock (the "SERIES A PREFERRED STOCK"), all of which are issued and outstanding, 7,016,085 (ii) 7,763,233 shares of Preferred Stock have been designated Series A-1 B Preferred Stock (the "SERIES B PREFERRED STOCK"), 5,786,998 of which are issued and outstanding, (iii) 9,557,077 shares have been designated Series C-1 Preferred Stock (the "SERIES C-1 PREFERRED STOCK"), 7,964,229 of which are issued and outstanding, (iv) 9,026,132 shares have been designated Series C-2 Preferred Stock (the "SERIES C-2 PREFERRED STOCK," and together with the Series C-1 Preferred Stock, all the "SERIES C PREFERRED STOCK"), 7,521,777 of which are issued and outstanding and 12,000,000 (v) 2,747,253 shares have been designated Series B D Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Series D Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 3,727,000 shares are issued and outstandingoutstanding and 425,000 shares are treasury shares. (c) The outstanding shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Series C Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the currently issued and outstanding shares of Series A Preferred Stock, Series A-1 B Preferred Stock and the Shares that may be issued under this AgreementSeries C Preferred Stock, (B) the rights provided in Section 2.4 2.3 of that certain Amended and Restated the Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ ' Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 3,550,916 shares of Common Stock granted to employees employees, consultants, directors and other service providers either pursuant to the Company’s 2008 's 2001 Stock Option Plan (the “Plan”)"2001 STOCK PLAN") or as otherwise granted by the Board of Directors, (D) currently outstanding warrants to purchase 1,592,846 shares of Series C-1 Preferred Stock, (E) currently outstanding warrants to purchase 1,504,355 shares of Series C-2 Preferred Stock and (F) currently outstanding warrants to purchase 1,976,235 shares of the Company's Series B Preferred Stock, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 5,940,937 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the 2001 Stock Plan. Other than the Voting Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 10,000,000 shares of Preferred Stock, par value $0.0001 0.001 per share (the “Preferred Stock”), 6,979,311 of which 5,283,647 shares of Preferred Stock have been designated Series A Preferred Stock (the “Series A Preferred Stock”), all of which are issued and outstanding, 7,016,085 2,150,426 shares of Preferred Stock have been designated Series A-1 B Preferred Stock (the “Series B Preferred Stock”), all 2,137,660 of which are issued and outstanding and 12,000,000 1,700,000 shares have been designated Series B C Preferred Stock (the “Series C Preferred Stock”), none up to all of which are issued and outstandingmay be sold pursuant to this Agreement. The rights, privileges and preferences of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 25,000,000 shares of common stockCommon Stock, par value $0.0001 0.001 per share (the “Common Stock”), 12,046,763 of which 11,208,526 shares are issued and outstanding. (c) . The outstanding shares of Common Stock and, subject are owned by the stockholders and in part to the truth and accuracy numbers specified in the Schedule of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefromExceptions. (dc) Except for (A) the conversion privileges of the Series A Preferred Stock, (B) the conversion privileges of the Series A-1 B Preferred Stock, (C) the conversion privileges of the Series C Preferred Stock and the Shares that may to be issued under this Agreement, (BD) the rights provided in Section 2.4 Sections 2.5 and 2.7 of that certain Second Amended and Restated Investors’ Rights Agreement in of even date herewith, by and among the Company, the Investors and the Founders (as defined therein), the form of which is attached hereto as Exhibit B (the “Investors’ Rights Agreement”), ) and (CE) currently outstanding options to purchase 2,288,422 1,123,383 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 1997 Stock Option/Stock Issuance Plan (the “Option Plan”), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the The Company has reserved an additional 1,322,440 586,913 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plan. Other than the Except for that certain Voting Agreement dated June 6, 1997 by and among the Company, the Investors (as defined belowtherein) and the Founders (as defined therein), the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 of 1,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none of which are is outstanding; and 25,000,000 shares of Common Stock, of which, as of the date of this Agreement, 15,568,362 shares were issued and outstandingoutstanding and 21,000 shares were held in treasury. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are All issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all have been duly and validly authorized and issued, are fully paid paid, nonassessable, and nonassessablefree of preemptive rights, and were issued in accordance compliance with all applicable state and federal laws concerning the registration or qualification provisions issuance of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) securities. Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (Bi) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in granted to the form attached hereto as Exhibit B (Banks pursuant to the “Investors’ Rights Agreement”)Amendment to the Certificate, (Cii) currently outstanding options to purchase 2,288,422 an aggregate of 2,139,065 shares of the Common Stock granted to employees or directors pursuant to the Company's Amended and Restated 1994 Employee Flexible Stock Option Plan (including, without limitation, pursuant to that Stock Option Agreement dated as of December 13, 2000 between the Company and Xxxxx Xxxxx (the "Xxxxx Plan Option Agreement"), the 1993 Flexible Stock Option Plan and the Non-Employee Director Stock Option Plan (the "Option Plans"), (iii) the options to purchase 540,000 shares of Common Stock granted to employees and other service providers Xxxxx Xxxxx pursuant to the Company’s 2008 that Stock Plan Option Agreement dated as of March 15, 2000 (the “Plan”"Taura Non-Plan Option Agreement"), there are (iv) options to purchase 333,000 shares of Common Stock relating to options from the 1993 restructuring which were originally referred to as Class A options and were later converted to Common Stock options (collectively with the options set forth in clauses (ii) and (iii), the "Options"), and (v) as contemplated by this Agreement, the Company does not have and is not bound by any outstanding any subscriptions, options, warrants, rights calls, rights, commitments, obligations (including conversion contingent or preemptive rightsotherwise) or agreements of any character relating to or providing or calling for the purchase or acquisition from issuance of any shares of capital stock or any other equity securities of the Company or any Company Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of the capital stock of the Company or any Company Subsidiaries. Except as contemplated by this Recapitalization Agreement, neither the Company nor any of the Company Subsidiaries has any obligation (contingent or otherwise) to purchase, redeem, retire, cancel or otherwise acquire any shares of its capital stock or any interest therein, or to pay any dividend or make any other distribution in respect thereof. Except in connection with the plans and agreements disclosed in clauses (i), (ii), (iii) and (iv) of this Section 3.4, no shares of Common Stock or Preferred Stock, other than the Common Shares and Preferred Shares, have been reserved for issuance. Except for the issuance pursuant to any exercise of Options, since September 29, 2001, the Company has not issued any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock. In addition The Company has no fractional shares outstanding. The Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock of each of the Company Subsidiaries, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever ("Liens") other than Liens granted in connection with the Original Agreement. All of the issued and outstanding shares of capital stock of the Company Subsidiaries are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the aforementioned ownership thereof. No Company Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments, obligations (contingent or otherwise) or agreements of any character relating to or providing or calling for the Company has reserved an additional 1,322,440 purchase or issuance of any shares of its Common Stock for capital stock or any other equity security of such Company Subsidiary or any securities representing the right to purchase upon exercise or otherwise receive any shares of options to be granted in the future under the Plancapital stock or any other equity security of such Company Subsidiary. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the best knowledge of the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities , except this Agreement. The Company has not granted registration rights to any person with respect to any of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other 's securities that the Company is obligated to issue currently remains in force and effect except (i) are subject to a market stand-off restriction no less restrictive than that certain Registration Rights Agreement entered into by the provision contained in Section 1.13 Company and certain other persons identified on the signature pages thereto, dated as of December 29, 1993, as amended by the Investors’ Rights First Amendment dated as of April 6, 1994 by and among the Company and the other parties thereto (the "1993 Agreement"), (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or serviceTaura Plan Option Agreement, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vestedTaura Non-Plan Option Agreement . The Company retains has delivered to the Agent a right of first refusal on transfers of foregoing outstanding securities true and complete copy of the Company until 1993 Agreement, the Company’s initial public offeringTaura Plan Option Agreement and the Taura Non-Plan Option Agreement. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to on the Closing, date of this Agreement of: (a) Preferred 35,000,000 shares of common stock, par value $0.01 per share ("Common Stock. 25,995,396 "), of which 1,059,322 shares are issued and outstanding. (b) 15,000,000 shares of Preferred Stock, par value $0.0001 0.01 per share (the “"Preferred Stock”), 6,979,311 shares "): (1) 716 of Preferred Stock which have been designated as Series A B Preferred Stock, Stock (all of which are issued and outstanding, 7,016,085 shares ); (2) 450 of Preferred Stock which have been designated as Series A-1 C Preferred Stock, Stock (all of which are issued and outstanding and 12,000,000 shares outstanding); (3) 345 of which have been designated as Series B E Preferred Stock, none Stock (344.39 of which are issued and outstanding. The rights, privileges and preferences ); (4) 1,000 of the which have been designated as Series F Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), all of which 11,208,526 shares are issued and outstanding); (5) 816 of which have been designated as Series G Preferred Stock (815.87 of which are issued and outstanding); (6) 400 of which have been designated as Series H Preferred Stock (all of which are issued and outstanding); (7) 8,140,000 of which have been designated as Series J Preferred Stock (7,730,909 of which are issued and outstanding); and (8) 3,935,000 will have been designated as Series K Preferred Stock upon filing of the Charter Amendment (1,428,571 of which are issued and outstanding giving effect to the closing under the Securities Purchase Agreement dated July 28, 1998 ). (c) The capitalization table attached to the Schedule of Exceptions is accurate. (d) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all have been duly authorized and validly authorized and issued, are fully paid and nonassessable, nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (de) Except for (A1) this Agreement, (2) the conversion privileges of the Series A Preferred Stock, (3) the Investors Rights Agreement dated as of September 30, 1997 among the Company and certain holders of the Company's Series A-1 J Preferred Stock and the Shares that may be issued under this AgreementStock, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C4) currently outstanding options to purchase 2,288,422 2,316,623 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 's 1994 Stock Plan (the “"Option Plan”)") and currently outstanding options to purchase 52,898 shares of Common Stock granted to employees outside of the Option Plan, (5) warrants to purchase 1, 147,903 shares of Common Stock (not including the Warrants) granted in connection with private placements of the Company's securities, and (6) warrants to purchase 409,091 shares of Series J Preferred Stock, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any shares of its capital stocksecurities. In addition to the aforementioned options, the Company company has reserved an additional 1,322,440 420,805 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plan. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, and to the Company’s knowledge, 's knowledge there is no agreement or understanding between any persons and/or entitiesother persons, which that affects or relates to the voting or giving of written consents with respect to any security of the Company or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The (a) As of the Signing Date, the authorized capital of the Company consists immediately prior of: (i) an unlimited number of Common Shares, of which (A) 25,880,178 shares are issued and outstanding, (B) 2,964,029 shares are issuable upon the exercise of outstanding stock options or upon the settlement of outstanding equity awards issued pursuant to the Closing2014 Equity Incentive Plan, of: (aC) Preferred Stock. 25,995,396 51,507 shares are reserved for future issuance pursuant to the 2014 Equity Incentive Plan, (D) 155,250 shares are issuable upon the exercise of Preferred Stockoutstanding stock options or upon the settlement of outstanding equity awards issued pursuant to the 2019 Inducement Equity Incentive Plan, (E) 244,750 shares are reserved for future issuance pursuant to the 2019 Inducement Equity Incentive Plan, (F) 532,874 shares are issuable upon the exercise of outstanding stock options or upon the settlement of outstanding equity awards issued pursuant to the Stock Option Plan, (G) no shares are reserved for future issuance pursuant to the Stock Option Plan and (H) 40,000 shares are issuable upon the exercise of outstanding warrants to purchase Common Shares and (ii) an unlimited number of preferred shares, no par value $0.0001 per share (the “Preferred StockShares”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 1,016,000 Series 1 preferred shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences All of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth Shares and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all Shares have been duly authorized and validly authorized issued and issued, are fully paid and nonassessablenon-assessable, and were issued in accordance compliance with the registration or qualification provisions applicable securities Laws. None of the Securities Act outstanding Common Shares and Preferred Shares were issued in violation of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”), there are not outstanding any options, warrantspreemptive rights, rights (including conversion of first refusal or preemptive rights) other similar rights to subscribe for or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director securities of the Company. (eb) All There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company other than those described in the Company SEC Documents. (c) Except as disclosed in the Company SEC Documents, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company, including, without limitation, all outstanding shares except for such rights as have been duly waived or expired. (d) The Common Shares are registered pursuant to Section 12(b) or 12(g) of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or serviceExchange Act, and the remaining shares vesting in equal monthly installments over Company has taken no action designed to, or which to its knowledge is likely to have the following 36 months thereaftereffect of, (iii) provide for terminating the right by registration of the Common Shares under the Exchange Act nor has the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until received any notification that the SEC is contemplating terminating such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringregistration. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately consists, or will consist prior to the Closing, of: (ai) Preferred Stock. 25,995,396 2,000,000 shares of Preferred Stock, par value $0.0001 per share 0.10 (the “Preferred Stock”"PREFERRED STOCK"), 6,979,311 312,500 of which shares of Preferred Stock have been designated Series A Preferred Stock, all of which 186,500 are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all 3,000 of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none Stock of which 1,680 are issued and outstanding, 231,788 of which have been designated Series C Preferred Stock of which 153,538 are issued and outstanding, 5,000 of which have been designated Series D Preferred Stock of which none are issued and outstanding, 2,000 of which have been designated Series 1 Preferred Stock of which none are issued and outstanding, and 250,000 of which have been designated Series 2 Preferred Stock of which 500 are issued and outstanding, 5,000 of which have been designated Series E Preferred Stock of which 2,000 are issued and outstanding, and 100,000 of which have been designated Series G Preferred Stock of which 51,137.755 will be issued pursuant to this Agreement and the other stock exchange agreements that are substantially similar in form to this Agreement. The rights, privileges and preferences of the Series G Preferred Stock will be as stated in the Company’s Restated CertificateSeries G Designation. (bii) Common Stock. 45,000,000 50,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), Stock of which 11,208,526 16,746,875 shares are issued and outstanding. (ciii) The outstanding shares of Series X, X, X, X, X, X, 0 and 2 Preferred Stock and Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were have been issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (div) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. (a) The authorized capital of the Company consists immediately prior to the Closingas of September 4, 2003 consisted of: : (ai) Preferred Stock. 25,995,396 160,000,000 shares of Preferred Common Stock, par value $0.0001 0.001 per share (the “Preferred Stock”)share, 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are (w) 49,829,556 shares were issued and outstanding, 7,016,085 (x) 2,403,848 shares were reserved for issuance upon conversion of the Company’s class A stock, each share of class A stock being convertible into one share of Common Stock, (y) 15,265,493 shares were reserved for issuance pursuant to the Company’s 1990 Long-Term Incentive Plan and 2000 Long-Term Incentive Plan and (z) 6,611,300 shares were reserved for issuance upon conversion of the Company’s 5½% Convertible Senior Subordinated Notes due 2008, (ii) 40,000,000 shares of Preferred Stock have been designated Series A-1 Preferred Stockclass A stock, all par value $0.001 per share, of which are 2,403,848 shares were issued and outstanding outstanding, and 12,000,000 (iii) 30,000,000 shares have been designated Series B Preferred Stockof preferred stock, none par value $0.01 per share, of which are no shares were issued and outstanding. The rights, privileges and preferences All of the Preferred issued and outstanding shares of Common Stock will be as stated and class A stock have been duly authorized, and all of the issued and outstanding shares of Common Stock and class A stock have been validly issued, are fully paid and non-assessable, and were issued in the Company’s Restated Certificatecompliance with all applicable federal and state securities laws. (b) Common Stock. 45,000,000 All of the authorized shares of common stock, par value $0.0001 Common Stock are entitled to one (1) vote per share share. All of the authorized shares of class A stock are entitled to ten (the “Common Stock”), of which 11,208,526 shares are issued and outstanding10) votes per share. (c) The outstanding shares of Common Stock and, subject Except as set forth in part the Company SEC Documents filed at least seventy-two (72) hours prior to the truth and accuracy date of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights or as provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)Transaction Agreements, there are not not, nor upon the consummation of the transactions contemplated hereby shall there be: (i) any outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from pursuant to which the Company of is or may become obligated to issue, sell or repurchase any shares of its capital stock. In addition stock or any other securities of the Company and (ii) any restrictions on the transfer of capital stock of the Company other than pursuant to state and federal securities laws. (d) Except as set forth in the Company SEC Documents filed prior to the aforementioned options, the Company has reserved an additional 1,322,440 shares date of its Common Stock for purchase upon exercise of options to be granted this Agreement or as provided in the future under the Plan. Other than the Voting Agreement (as defined below)Transaction Agreements, the Company is not a party to or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates relating to the voting of shares of capital stock of the Company or the giving of written consents with respect to any security or by a shareholder or director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. (a) The authorized capital stock of the Company consists immediately prior to the Closing, of: : (ai) Preferred Stock. 25,995,396 20,000,000 shares of Preferred Stock, par value $0.0001 .001 per share (the “"Preferred Stock”"), 6,979,311 of which (A) 15,000 shares of Preferred Stock have been designated Series A Y Preferred Stock (the "Series Y Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock"), all of which are issued and outstanding as of the date hereof, and 12,000,000 (B) 20,000 shares have been designated Series B X Convertible Preferred Stock (the "Series X Preferred Stock"), none all of which are issued and outstanding. The rights, privileges and preferences outstanding as of the date hereof, and (ii) 400,000,000 shares of Common Stock of the Company, of which 65,306,999 shares were issued and outstanding as of June 27, 2003. Immediately after the Initial Closing, the respective Conversion Prices (as defined in the Certificate of Designation of the Series X Preferred Stock, which constitutes a part of the certificate of incorporation of the Company (the "Series X Designation"), and the Certificate of Designation of the Series Y Preferred Stock, which constitutes a part of the certificate of incorporation of the Company (the "Series Y Designation")) per share for shares of each of the Series X Preferred Stock and the Series Y Preferred Stock will be as stated in the Company’s Restated Certificate$.18 and $.4423 per share, respectively. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”) "), and any relevant state securities laws, or pursuant to valid exemptions therefrom. (dc) Except for (Ai) the transactions contemplated by this Agreement, (ii) the conversion privileges of the Series A Y Preferred Stock, (iii) the conversion privileges of the Series A-1 X Preferred Stock and the Shares that may be issued under this AgreementStock, (Biv) an aggregate of no more than 30,823,270 shares of its Common Stock reserved for issuance under the rights provided in Section 2.4 of that certain Company's Amended and Restated Investors’ Rights Agreement in 1999 Stock Plan, the form attached hereto as Exhibit B Vector Internet Services Inc. 1997 Stock Option Plan, the Vector Internet Services Inc. 1999 Stock Option Plan, the Company's 1999 Employee Stock Purchase Plan and the Company's Amended and Restated 2001 Stock Option and Incentive Plan (together, the “Investors’ Rights Agreement”"Stock Plans"), (Cv) currently outstanding options to purchase 2,288,422 an aggregate of 83,314 shares of its Common Stock granted reserved for issuance upon the exercise of warrants issued to employees VantagePoint Venture Partners 1996, L.P. and other service providers pursuant to VantagePoint Communications Partners, L.P., (vi) an aggregate of 12,950,000 shares of its Common Stock reserved for issuance upon the exercise of warrants issued in connection with the guaranty of the Company’s 2008 Stock Plan 's obligations under the Revolving Credit and Term Loan Agreement dated as of December 13, 2002 by and between the Company and Fleet National Bank (the “Plan”"Fleet Loan Agreement") and (vii) an aggregate of 2,260,909 shares of its Common Stock reserved for issuance upon the exercise of warrants issuable to VantagePoint Venture Partners III (Q), L.P. ("VPVP III") as contemplated by the Letter Agreement dated as of March 5, 2003 by and between the Company and VPVP III, there are not no outstanding any options, warrants, rights subscriptions, calls, convertible securities, phantom equity, equity appreciation or similar rights, or other rights, agreements, arrangements or commitments (including contingent or otherwise) (including, without limitation, any right of conversion or exchange under any outstanding security, instrument or other agreement or any preemptive rightsright) or agreements for the purchase or acquisition from obligating either the Company or its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of its capital stock or other securities, instruments or rights which are, directly or indirectly, convertible into or exercisable or exchangeable for any shares of its capital stock. In addition to the aforementioned options, There are no outstanding contractual obligations of the Company has reserved an additional 1,322,440 shares or any of its Common Stock for purchase upon exercise of options Subsidiaries to be granted repurchase, redeem or otherwise acquire any shares or make any investment (in the future under the Planform of a loan, capital contribution or otherwise) in any other Person. Other than the Voting Agreement and the Stockholders Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entitiesPersons, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (ed) All outstanding securities The shares of Common Stock, the shares of Series X Preferred Stock and the shares of Series Y Preferred Stock held as of the date hereof by the Company stockholders that have executed the Voting Agreement are sufficient, if voted in accordance with the terms of the Voting Agreement, under the Delaware General Corporation Law and the Company's certificate of incorporation and by-laws to obtain the Required Stockholder Approvals (as defined in Section 2.4 below), includingregardless of whether all options, without limitationwarrants, all outstanding rights or agreements for the purchase or acquisition of any shares of the capital stock of the CompanyCommon Stock, all shares of the capital Series X Preferred Stock or shares of Series Y Preferred Stock or other voting stock of the Company issuable upon that may be exercised by any Person prior to any DSLN Stockholders Meeting (as defined in the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (iVoting Agreement) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringexercised. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The Following the filing of the Restated Charter with the Secretary of State of the State of Delaware, the authorized capital of the Company consists consists, or will consist immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 11,992,424 shares of Preferred Stock, par value $0.0001 per share par value, of which (the “Preferred Stock”), 6,979,311 i) 1,250,000 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are currently issued and outstanding, 7,016,085 (ii) 1,400,000 shares of Preferred Stock have been designated Series A-1 AA Preferred Stock, all of which are currently issued and outstanding and 12,000,000 outstanding, (iii) 5,454,545 shares have been designated Series B Preferred Stock, none all of which are currently issued and outstanding, and (iv) 3,887,879 shares have been designated Series C Preferred Stock, all of which will be issued and outstanding immediately after the Closing (collectively, the Series A Preferred Stock, Series AA Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall be referred to herein as the “Preferred Stock”). The Preferred Stock shall have the rights, preferences, and privileges and preferences of the Preferred Stock will be as stated set forth in the Company’s Restated CertificateCharter. (b) Common Stock. 45,000,000 19,000,000 shares of common stock, $0.0001 par value $0.0001 per share (the “Common Stock”), of which 11,208,526 2,386,706 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all owned by the stockholders specified in Exhibit F attached hereto in the amounts set forth opposite each stockholder’s name. (d) The outstanding shares of Common Stock and Preferred Stock have been duly authorized and validly authorized and issued, are fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (de) Except for (Ai) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (Bii) the rights provided in Section 2.4 paragraph 3.1 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), and (Ciii) currently outstanding 1,596,029 stock options to purchase 2,288,422 shares of Common Stock granted to consultants and employees and other service providers pursuant to the Company’s 2008 2000 Stock Incentive Plan (the “Plan”), there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any shares of its capital stocksecurities. In addition to the aforementioned options, the The Company has reserved an additional 1,322,440 a total of 3,432,735 shares of its Common Stock for purchase upon exercise of options granted pursuant to be granted the Plan, of which 1,250,000 remain available for future grants. Except as set forth in the future under the Plan. Other than the Voting Agreement (as defined below)Investors’ Rights Agreement, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, and there is no agreement or understanding between any persons and/or entitiesof the stockholders, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately consists, or will consist prior to the First Closing, of: (a) Preferred StockPREFERRED STOCK. 25,995,396 749,064 shares of Preferred Stock, no par value $0.0001 per share (the “Preferred Stock”)value, 6,979,311 of which 374,532 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued Stock and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 374,532 shares have been designated Series B Preferred Stock, none up to all of which are issued and outstandingwill be sold pursuant to this Agreement. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated CertificateArticles. (b) Common StockCOMMON STOCK. 45,000,000 10,000,000 shares of common stock, par value $0.0001 per share stock (the “"Common Stock”"), no par value, of which 11,208,526 2,853,500 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject are owned by the shareholders and in part to the truth and accuracy numbers specified in EXHIBIT B hereto. (d) The outstanding shares of representations and warranties made by purchasers of such shares, Preferred Common Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were have been issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Securities Act”") and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (de) Except for (Ai) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (Bii) the rights provided in Section 2.4 Sections 2.3 and 3.2 of that certain Amended the Rights Agreement, and Restated Investors’ Rights Agreement (iii) the rights provided in the form attached hereto as Exhibit B Co-Sale Agreement and (the “Investors’ Rights Agreement”), (Civ) currently outstanding options to purchase 2,288,422 146,500 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)Stock, there are not outstanding any options, warrants, rights (including conversion or preemptive rightsrights and rights of first refusal) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned previously mentioned options, the Company has reserved an additional 1,322,440 562,359 shares of its Common Stock for purchase restricted stock purchases or for purchases upon exercise of options to be granted in the future under the Planfuture. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital stock of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 of 5,000,000 shares of Preferred StockCommon Stock and 510 shares of preferred stock, $0.001 par value $0.0001 per share (the “Preferred Stock”). As of the date of this Agreement, 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are there was issued and outstanding and 12,000,000 (i)1,986,956 shares have been designated Series B Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 ; (ii) $2,945,000 principal amount of convertible promissory notes (“Convertible Notes”) that are convertible into 264,215 shares of common stock; and (iii) no shares of Preferred Stock. As of the date of this Agreement, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are there were issued and outstanding. outstanding options (c“Options”) The to purchase 322,456 shares of Common Stock and no warrants. It is contemplated that the Company will be issuing an additional 33,041 options to a CFO it anticipates hiring during fiscal 2010. All of the issued and outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessableStock, and were issued in accordance with the registration or qualification provisions all shares of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Common Stock and the Shares that may be issued under upon exercise or conversion of Options, Convertible Notes or Warrants will be (upon issuance in accordance with their terms), duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights with respect to the transactions contemplated by this Agreement. Other than such Options, (B) the rights provided in Section 2.4 of that certain Amended Convertible Notes and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)Outstanding Warrants, there are not no outstanding any or authorized options, warrants, rights (including conversion rights, agreements or preemptive rights) commitments to which the Company is a party or agreements which are binding upon the Company providing for the purchase issuance or acquisition from the Company redemption of any shares of its capital stock. In addition to the aforementioned optionsThere are no outstanding or authorized stock appreciation, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the Company is not a party phantom stock or subject to any agreement or understanding, and, similar rights with respect to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to . The Company and the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock shareholders of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject parties to a market standshareholders’ agreement which contains certain customary rights of first refusal, drag-off restriction no less restrictive than long and tag-along rights and super-majority voting requirements amongst the provision contained in Section 1.13 shareholders for approving certain corporate actions. All of the Investors’ Rights Agreement, (ii) issued and shares of Common Stock were issued in compliance with respect to applicable federal and state securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringlaws. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the -------------------------------- Company consists consists, or will consist immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 10,000,000 shares of Preferred Stock (the --------------- "Preferred Stock"), 2,500,000 of which shares have been designated Series A Preferred Stock (the "Series A Preferred Stock, all ") and 1,399,575 of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock (the "Series B Preferred Stock, none "). 1,983,333 shares of which Series A Preferred Stock are issued and outstanding. The rights, privileges and preferences of the Series A Preferred Stock are as stated in the Company's Restated Certificate of Incorporation. The rights, privileges and preferences of the Series B Preferred Stock will be as stated in the Company’s Restated CertificateCertificate of Designations, Preferences and Rights. (b) Common Stock. 45,000,000 50,000,000 shares of common stockCommon Stock ("Common ------------ Stock"), par value $0.0001 per share (the “30,000,000 of which are designated Class A Voting Common Stock”), and 20,000,000 of which 11,208,526 are designated Class B Non-Voting Common Stock. 6,384,059 shares of Class A Voting Common Stock are issued and outstanding. 379,170 shares of Class B Non-Voting Common Stock are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to and the truth and accuracy outstanding shares of representations and warranties made by purchasers of such shares, Series A Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”") and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, the conversion privileges of the Series A-1 B Preferred Stock and the Shares that may to be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options issued to directors, employees and consultants to purchase 2,288,422 653,500 shares of Class A Voting Common Stock granted to employees and other service providers pursuant to the Company’s 2008 1,570,564 shares of Class B Non-Voting Common Stock, warrants outstanding which are exercisable for 176,000 shares of Class A Voting Common Stock Plan (the “Plan”)and 155,508 shares of Class B Non-Voting Common Stock, there are not no outstanding any options, warrants, rights (including conversion or or, except as set forth on the Schedule of Exceptions, any preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned optionsforegoing, the Company has reserved an additional 1,322,440 516,500 shares of its Class A Voting Common Stock for purchase issuance upon exercise of additional options to be granted in the future under the Company's 1995 Stock Plan. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital stock of the Company consists consists, or will consist, immediately prior to the Closing, of: (ai) Preferred StockCOMMON STOCK. 25,995,396 _25,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 9,648,404 shares are issued and outstanding. (cii) The outstanding Except for (i) an aggregate of 1,000,000 shares of Common Stock and, reserved for issuance under the Company's 1998 Stock Compensation Plan (including 998,301 shares subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options granted thereunder); (ii) an aggregate of 5,000,000 shares reserved for issuance under the Company's 1998 Stock Option Plan for Senior Executives (including 2,596,667 shares subject to outstanding options granted thereunder); (iii) warrants to purchase 2,288,422 an aggregate of 1,750,100 shares of Common Stock granted to employees and other service providers Stock; (vi) an aggregate of 240,000 shares reserved for issuance pursuant to options granted outside of either of the Company’s 2008 Stock Plan 's stock compensation plans; and (v) conversion rights in respect of the “Plan”)Company's Secured Convertible Debentures Due December 31, 1999, there are not no outstanding any options, warrants, rights (including conversion or preemptive rightsrights and rights of first refusal) or agreements agreements, orally or in writing, for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, understanding and, to the Company’s 's best knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security of the Company's securities or the voting by or election of a director of the Company. (eiii) All outstanding securities of the CompanyCompany were duly and validly authorized and issued, includingare fully paid and nonassessable, without limitation, all outstanding shares and were issued in accordance with the registration or qualification provisions of the capital stock Securities Act of 1933, as amended (the "SECURITIES ACT"), and any relevant state securities laws, including Blue Sky laws, or pursuant to valid exemptions therefrom, and in accordance with the other applicable provisions of the Company, all shares of Securities Act and the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities rules and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or serviceregulations promulgated thereunder, and Rule 10b-5 under the remaining shares vesting in equal monthly installments over the following 36 months thereafterSecurities Exchange Act of 1934, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringamended. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital stock of the Company consists immediately consists, or will consist prior to the Closing, of: (a) Preferred Stock. 25,995,396 13,722,936 shares of Preferred Stock, $.001 par value $0.0001 per share (the “"Preferred Stock”"), 6,979,311 of which 507,500 shares of Preferred Stock have been designated Series A Preferred Stock, all 499,999 of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 ; 4,264,375 shares have been designated Series B Preferred Stock, none 4,264,346 of which are issued and outstanding; 3,308,179 shares have been designated Series C Preferred Stock, 3,308,179 of which are issued and outstanding; 937,000 shares have been designated Series D Preferred Stock, 937,000 of which are issued and outstanding; and 4,705,882 shares have been designated Series E Preferred Stock, none of which will be issued and outstanding prior to the First Closing. The rights, privileges and preferences of the Series A, Series B, Series C, Series D and Series E Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 18,100,000 shares of common stock, par value $0.0001 per share stock (the “"Common Stock”)") $.001 par value, of which 11,208,526 961,911 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were have been issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently There are no outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition stock except for (a) the conversion privileges of the Series A, Series B, Series C and Series D Preferred Stock outstanding or issuable pursuant to outstanding warrants; (b) outstanding options to purchase 72,879 shares of the Company's Common Stock pursuant to its 1993 Stock Option Plan (the "1993 Option Plan"); (c) outstanding options to purchase 1,669,833 shares of the Company's Common Stock pursuant to its 1996 Equity Incentive Plan (the "1996 Plan"); (d) outstanding warrants to purchase 226,627 shares of the Company's Common Stock; (e) outstanding warrants to purchase 7,500 shares of the Company's Series A Preferred Stock; and (f) rights held by certain of the Company's stockholders pursuant to the aforementioned optionsThird Amended and Restated Stockholders' Agreement, dated as of July 10, 1998 (the " Prior Stockholders' Agreement"). The Company does not anticipate issuing any additional options to purchase shares of its Common Stock pursuant to the 1993 Option Plan. The Company has reserved an additional 1,322,440 3,500,000 shares of its Common Stock for purchase upon exercise of options to be granted in the future issuance under the 1996 Plan, of which 1,024,978 shares remain available for grant as of the date hereof. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide except for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringStockholders' Agreement. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists consists, or will consist immediately prior to the Closing, of: (ai) Preferred StockPREFERRED STOCK. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 375,000,000 shares of Preferred Stock (the "PREFERRED STOCK"), 84,999,900 shares of which have been designated Series A Preferred StockStock and are outstanding, all 70,000,000 shares of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred StockStock and 20,909,090 shares are outstanding, all 14,500,000 shares of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred StockStock and 13,924,553 shares are outstanding, none 60,000,000 shares of which have been designated Series C Preferred Stock and 40,003,946 shares are outstanding, 60,000,000 shares of which are issued designated Series C-1 Preferred Stock and none are outstanding, 12,000,000 of which are designated Series D Preferred Stock and none are outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s 's Restated Certificate. (bii) Common StockCOMMON STOCK. 45,000,000 425,000,000 shares of common stock, par value $0.0001 per share stock (the “Common Stock”"COMMON STOCK"), 302,000,000 shares of which 11,208,526 have been designated Series A Common Stock of which 43,850 shares are outstanding, and 60,000,000 shares of which have been designated Series B Common Stock none of which are issued and outstanding. (ciii) The outstanding shares of Preferred Stock and Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are have all been duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (div) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may to be issued under this Agreement, (B) the rights provided in Section 2.4 the Stockholders Agreement, dated August 11, 1997, among NCI and certain stockholders of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B NCI (the “Investors’ Rights Agreement”"STOCKHOLDERS AGREEMENT"), (C) the rights provided in the Put/Call and Voting Agreement dated August 11, 1997, among NCI and certain stockholders of NCI (the "P/C VOTING AGREEMENT") and (D) currently outstanding options to purchase 2,288,422 16,608,881 shares of Series C Preferred Stock and 7,338,517 shares of Series A Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan 's equity incentive plans (the “Plan”"OPTION PLANS"), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, P/C Voting Agreement and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringStockholders Agreement. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists consists, or will consist immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 33,200,000 shares of preferred stock (the "Preferred Stock, par value $0.0001 per share (the “Preferred Stock”"), 6,979,311 shares of Preferred Stock which (i) 10,100,000 have been designated Series A Preferred Stock (the "Series A Preferred Stock"), all 10,000,000 of which are issued and outstanding, 7,016,085 shares outstanding as of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares the date hereof; (ii) 8,100,000 have been designated Series B Preferred Stock, 7,444,770 of which are outstanding as of the date hereof; (iii) 11,000,000 have been designated Series C Preferred Stock, 10,800,507 of which are outstanding as of the date hereof; and (iv) 4,000,000 have been designated Series D Preferred Stock, none of which are issued outstanding as of the date hereof and outstandingup to all of which may be sold pursuant to this Agreement (collectively, the "Preferred Stock"). The rights, privileges and preferences of the Preferred Stock will be are as stated in the Company’s 's Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”) "), and any relevant state securities laws, or pursuant to valid exemptions therefrom. (db) Except for Common Stock. 74,800,000 shares of common stock (A) "Common Stock"), of which 5,721,221 are issued and outstanding. The outstanding shares of Common Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the conversion privileges registration or qualification provisions of the Series A Preferred StockAct, Series A-1 Preferred and any relevant state securities laws, or pursuant to valid exemptions therefrom. (c) The Company has reserved 5,700,000 shares of Common Stock for issuance to officers, directors, employees and consultants of the Shares that may be issued Company under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B Company's 1997 Stock Option Plan (the “Investors’ Rights Agreement”"Option Plan"), of which (C1) 3,499,726 shares are issuable upon exercise of currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees Stock; (2) 790,110 have been exercised and other service providers pursuant to are included in the Company’s 2008 Stock Plan (the “Plan”), there are not 's outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost Stock; and (iv3) 1,510,171 shares are not transferable (except available for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringfuture grants. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The As of the date hereof, the authorized capital stock of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 of 310,000,000 shares of Preferred Stockcapital stock, of which 300,000,000 are designated as Common Stock and 10,000,000 are designated as preferred stock, $0.01 par value $0.0001 per share share. As of June 30, 2024: (the “Preferred Stock”), 6,979,311 i) 10,258,873 shares of Preferred Common Stock have been designated Series A Preferred Stock, all of which are were issued and outstanding, 7,016,085 ; (ii) no shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none of which are preferred stock were issued and outstanding; (iii) 1,679,045 shares of Common Stock were issuable (and such number was reserved for issuance) upon exercise of options to purchase Common Stock outstanding as of such date; and (iv) 1,181,466 shares of Common Stock were issuable (and such number was reserved for issuance) upon exercise of warrants to purchase Common Stock outstanding as of such date. The rights, privileges and preferences All of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to and other securities of the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all Company have been duly authorized and validly authorized and issued, and are fully paid and nonassessable. Other than as set forth in the SEC Reports, and were issued in accordance with there are no agreements or arrangements under which the registration or qualification provisions Company is obligated to register the sale of any of the Company’s securities under the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 . No shares of Common Stock and/or other securities of the Company are entitled to preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock and/or other securities of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of the Company other than those issued or granted to employees and other service providers in the ordinary course of business pursuant to the Company’s 2008 Stock Plan (the “Plan”), there are not outstanding any options, warrants, rights (including conversion equity incentive and/or compensatory plans or preemptive rights) or arrangements. Except for customary transfer restrictions contained in agreements for the purchase or acquisition from entered into by the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below)sell restricted securities, the Company is not a party or subject to to, and it has no knowledge of, any agreement restricting the voting or understanding, and, to transfer of any shares of the capital stock and/or other securities of the Company. To the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise offer and sale of all capital stock, convertible or exercisable securities and all exchangeable securities, rights, warrants, options and/or any other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between when any such securities of the Company were issued complied with all applicable federal and any state securities laws, and no current and/or prior holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence Company has any right of rescission or damages or any event“put” or similar right with respect thereto that would have a Material Adverse Effect. There are no securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance and/or sale of the Securities and/or the consummation of the transactions described herein or in any of the other Documents.

Capitalization and Voting Rights. (a) The authorized capital of the Company consists consists, or will consist immediately prior to the Closing, of: (ai) Preferred Stock. 25,995,396 27,897,031 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”)0.0001, 6,979,311 shares of Preferred Stock which 17,511,618 have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock which 2,566,938 have been designated Series A-1 B Preferred Stock, all of which are issued and outstanding and 12,000,000 shares outstanding, of which 4,013,619 have been designated Series B C Preferred Stock, all of which are issued and outstanding, of which 3,078,464 have been designated as Series D Preferred Stock, all of which are issued and outstanding, and of which 726,392 have been designated Series E Preferred Stock, none of which are issued and outstanding. The relative rights, privileges and preferences of the Series E Preferred Stock will be as stated in the Company’s Restated Certificate. (bii) Common Stock. 45,000,000 59,000,000 shares of common stockCommon Stock, par value $0.0001 per share (the “Common Stock”), 17,045,048 of which 11,208,526 shares are issued and outstanding. (cb) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all have been duly authorized and validly authorized and issued, are fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Securities Act”) ), and any relevant applicable state securities laws, laws or pursuant to valid exemptions therefrom. (dc) Except for (Ai) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (Bii) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), and (Ciii) currently outstanding options to purchase 2,288,422 12,851,508 shares of Common Stock granted to employees and other service providers issued or reserved for issuance pursuant to the Company’s 2008 2005 Stock Plan (the “Option Plan”), there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stocksecurities. In addition to the aforementioned optionsNo stock plan, stock purchase, stock option or other agreement or understanding between the Company has reserved an additional 1,322,440 shares and any holder of its Common Stock any of the Company’s equity securities or rights to purchase the Company’s equity securities provides for purchase upon exercise of options to be granted acceleration or other changes in the future under vesting provisions or other terms of such securities, as the Planresult of any termination with or without cause, merger, sale of stock or assets, change in control or other similar transaction by the Company. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. (a) The authorized capital of the Company as of March 26, 2003 consists immediately prior to the Closing, of: : (ai) Preferred Stock. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 160,000,000 shares of common stock, par value $0.0001 0.001 per share (the “Common Stock”)share, of which 11,208,526 (x) 42,021,013 shares are issued and outstanding. , (cy) The 2,486,181 shares are reserved for issuance upon conversion of the class A common stock, each share of class A common stock being convertible into one share of common stock, and (z) 11,401,366 shares are reserved for issuance pursuant to the Company's 1990 Long-Term Incentive Plan and 2000 Long-Term Incentive Plan, (ii) 40,000,000 shares of class A common stock, par value $0.001 per share, of which 2,486,181 shares are issued and outstanding, and (iii) 30,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock andcommon stock and class A common stock have been duly authorized, subject in part to and all of the truth issued and accuracy outstanding shares of representations common stock and warranties made by purchasers of such shares, Preferred Stock are all duly and class A common stock have been validly authorized and issued, are fully paid and nonassessablenon-assessable, and were issued in accordance compliance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) all applicable federal and any relevant state securities laws, or pursuant to valid exemptions therefrom. (db) Except for (A) as set forth in the conversion privileges Company SEC Documents filed prior to the date of this Agreement or in the Series A Preferred StockDraft Form 10-K, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights or as provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)Transaction Agreements, there are not not, nor upon the consummation of the transactions contemplated hereby, shall there be: (i) any outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from pursuant to which the Company of is or may become obligated to issue, sell or repurchase any shares of its capital stock or any other securities of the Company; (ii) any restrictions on the transfer of capital stock of the Company imposed by the Organizational Documents, or any agreement to which the Company is a party, any order of any court or any Governmental Authority to which the Company is subject, or any law other than state and federal securities laws; and (iii) any registration rights (including piggy-back rights) under the Securities Act of 1933, as amended (the "Securities Act") with respect to shares of the Company's capital stock. In addition . (c) Except as set forth in the Company SEC Documents filed prior to the aforementioned options, the Company has reserved an additional 1,322,440 shares date of its Common Stock for purchase upon exercise of options to be granted this Agreement or in the future under the Plan. Other than the Voting Agreement (as defined below)Draft Form 10-K, the Company is not a party to or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates relating to the voting of shares of capital stock of the Company or the giving of written consents with respect to any security or by a shareholder or director of the Company. (ed) All outstanding securities of the CompanySince December 31, including2002, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion has only issued stock options to its or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to subsidiaries' employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms ordinary course of such agreement or understanding as the result of the occurrence of any eventbusiness, consistent with past practice.

Capitalization and Voting Rights. (a) The authorized capital of the Company as of the date hereof consists immediately prior to the Closing, of: : (ai) Preferred Stock. 25,995,396 160,000,000 shares of Preferred Common Stock of which, as of the date of this Agreement, (w) 63,932,731 shares are issued and outstanding, (x) 2,260,266 shares are reserved for issuance upon conversion of the Company’s Class A Stock, par value $0.0001 0.001 per share (the “Preferred Class A Stock”), 6,979,311 each share of Class A Stock being convertible into one (1) share of Common Stock, (y) 18,843,943 shares are reserved for issuance pursuant to the Company’s 2000 Long-Term Incentive Plan, of which 15,244,146 shares are issuable upon the exercise of stock options outstanding on the date hereof, and (z) 6,611,300 shares are reserved for issuance upon conversion of the Company’s 51/2% Convertible Senior Subordinated Notes due 2008; (ii) 40,000,000 shares of Preferred Class A Stock have been designated Series A Preferred Stockof which, all as of which are issued and outstandingthe date of this Agreement, 7,016,085 2,260,266 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 44,246 shares have been designated Series B Preferred Stockare reserved for issuance pursuant to the Company’s 1989 Executive Stock Purchase Plan; and (iii) 30,000,000 shares of preferred stock, none par value $0.01 per share, of which no shares are issued and outstanding. The rights, privileges and preferences outstanding as of the Preferred date of this Agreement. All of the issued and outstanding shares of Common Stock will be as stated and Class A Stock (A) have been duly authorized and validly issued, (B) are fully paid and non-assessable and (C) were issued in the Company’s Restated Certificatecompliance with all applicable federal and state securities Laws and not in violation of any preemptive rights. (b) Common Stock. 45,000,000 All of the authorized shares of common stock, par value $0.0001 Common Stock are entitled to one (1) vote per share share. All of the authorized shares of Class A Stock are entitled to ten (the “Common Stock”), of which 11,208,526 shares are issued and outstanding10) votes per share. (c) The outstanding shares of Common Stock andExcept as described or referred to in Section 4.2(a) above, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions as of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)date hereof, there are not not: (i) any outstanding any equity securities, options, warrants, rights (including conversion or preemptive rights) or other agreements for the purchase or acquisition from pursuant to which the Company of is or may become obligated to issue, sell or repurchase any shares of its capital stock. In addition to the aforementioned options, stock or any other securities of the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted or (ii) except as set forth in the future under Investor Agreement, any restrictions on the Plan. Other transfer of capital stock of the Company other than pursuant to state and federal securities Laws. (d) Except as provided in the Voting Agreement (as defined below)Investor Agreement, the Company is not a party to or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates relating to the voting of shares of capital stock of the Company or the giving of written consents with respect to any security or by a stockholder or director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. (a) The authorized capital of Precision as of the Company Execution Date consists immediately prior of (i) 200,000,000 shares of Common Stock of which, as of June 13, 2022, (x) 62,412,201 shares were issued and outstanding, (y) 16,183,443 shares were issuable upon the exercise of stock options outstanding or issuable upon vesting of restricted stock unit awards outstanding, and (z) 3,100,964 shares were reserved for issuance in connection with future grants of awards pursuant to the ClosingPrecision’s stock incentive plans, of: and (aii) Preferred Stock. 25,995,396 10,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 no shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding as of the Execution Date. All of the issued and 12,000,000 outstanding shares of Common Stock (A) have been designated Series B Preferred Stockduly authorized and validly issued, none (B) are fully paid and non-assessable and (C) were issued in material compliance with applicable United States federal and state securities laws and not in violation of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificateany preemptive rights or similar rights to subscribe for or purchase securities. (b) Common Stock. 45,000,000 All of the authorized shares of common stock, par value $0.0001 Common Stock are entitled to one vote per share (the “Common Stock”), of which 11,208,526 shares are issued and outstandingshare. (c) The outstanding shares of Common Stock and, subject in part Except as described or referred to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)SEC Documents, there are not no (i) outstanding any equity securities, options, warrants, rights (including conversion or preemptive rights, rights of first refusal, rights of first purchase, purchase options, call options or subscription rights) or other agreements for the purchase pursuant to which Precision is or acquisition from the Company of may become obligated to issue or sell, any shares of its capital stock. In addition stock or any other securities of Precision other than equity securities that may have been granted pursuant to its stock incentive plans, which plans are described in the aforementioned optionsSEC Documents, (ii) restrictions on the Company has reserved an additional 1,322,440 shares transfer of capital stock of Precision other than pursuant to federal or state securities laws or as set forth in this Agreement or (iii) obligation (contingent or otherwise) to repurchase, redeem or otherwise acquire any of its Common Stock for purchase upon exercise of options equity securities or any interests therein or to be granted pay any dividend or make any distribution in the future under the Plan. Other than the Voting Agreement respect thereof. (as defined below), the Company d) Precision is not a party to or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates relating to the voting of shares of capital stock of Precision or the giving of written consents with respect to any security or by a stockholder or director of the CompanyPrecision. (e) All Precision does not have outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion any stockholder rights plans or exercise of all convertible “poison pill” or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained any similar arrangement in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for effect giving any Person the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar purchase any equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes interest in the vesting provisions or other terms of such agreement or understanding as the result of Precision upon the occurrence of any eventcertain events.

Capitalization and Voting Rights. The authorized capital of the Company consists consists, or will consist immediately prior to the First Tranche Closing, of: (a) Series A Preferred Stock. 25,995,396 5,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 of which 5,000,000 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none of which are issued and outstanding, and up to 5,000,000 of which may be sold pursuant to this Agreement. The rights, privileges and preferences of the Series A Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 50,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 9,516,925 shares have been issued and are outstanding, in addition to which 2,100,000 shares are reserved for issuance pursuant to grants of options to be issued and outstandingby the Company. (c) The outstanding shares of Common Stock and, subject are owned by the stockholders and in part to the truth and accuracy numbers specified in Exhibit C hereto. (d) The outstanding shares of representations and warranties made by purchasers of such shares, Preferred Common Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”) "), and any relevant state securities laws, or pursuant to valid exemptions therefrom. (de) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may to be issued under pursuant to this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock which have been reserved for purchase upon exercise of options granted or to be granted to employees employees, management and other service providers pursuant to the Company’s 2008 's 2000 Stock Option/Stock Issuance Plan (the “"2000 Stock Option Plan”)") and (C) 57,500 shares of Common Stock reserved for issuance pursuant to warrants granted to Xxxx Xxxxx, 20,000 shares of Common Stock reserved for issuance pursuant to warrants granted to Xxxx Xxxxx and the rights to purchase shares of the Series A Preferred under this Agreement at the Second Tranche Closing and the Final Tranche Closing, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 4,000,000 shares of Preferred Stock, par value $0.0001 per share .001 (the “"Preferred Stock”"), 6,979,311 of which 1,000,000 shares of Preferred Stock have been designated Series A Participating Preferred Stock (the "Series A Preferred Stock, ") and all of which are issued and outstanding, 7,016,085 shares of will be sold pursuant to the Series A Preferred Stock have been designated Series A-1 Purchase Agreement (the "Preferred Stock, all of which are issued Stock Agreement") by and outstanding among the Company and 12,000,000 shares have been designated Series B Preferred Stock, none of which are issued the parties thereto (to be executed and outstandingclosed simultaneously with the Closing). The rights, privileges and preferences of the Series A Preferred Stock will be as are stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 26,000,000 shares of common stock, par value $0.0001 per share .001 (the “"Common Stock”"), of which 11,208,526 6,000,000 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject are owned by the stockholders and in part to the truth and accuracy numbers specified in Exhibit B hereto. (d) The outstanding shares of representations and warranties made by purchasers of such shares, Preferred Common Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance compliance with all applicable state and federal laws concerning the registration or qualification provisions issuance of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefromsecurities. (de) Except for (Ai) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may to be issued under this the Preferred Stock Agreement, (Bii) dividends payable on the rights provided in Section 2.4 of that certain Amended Series A Preferred Stock pursuant to the Restated Certificate, and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (Ciii) currently outstanding options to purchase 2,288,422 877,536 shares of Common Stock granted to employees and other service providers or consultants pursuant to the Company’s 2008 's 1999 Stock Incentive Plan (the “"Option Plan”"), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 1,102,464 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plan. Other than Except as set forth in the Voting Investors' Rights Agreement (as defined below) and the Stockholders Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the -------------------------------- Company consists immediately consists, or will consist prior to the Closing, of: (ai) Preferred Stock. 25,995,396 14,148,963 shares of Preferred Stock, par value $0.0001 per share --------------- Stock (the “"Preferred Stock”"), 6,979,311 of which 8,120,000 shares of Preferred Stock have been designated Series A Preferred Stock, Stock all of which are issued and outstanding, 7,016,085 2,228,963 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none Stock of which 1,992,104 shares are issued and outstanding, and 3,800,000 shares of which have been designated Series C Preferred Stock of which 3,637,273 shares will be sold pursuant to this Agreement. The rights, privileges and preferences of the Series C Preferred Stock will be as stated in the Company’s 's Amended and Restated Certificate.Certificate of Incorporation attached hereto as Exhibit A. --------- (bii) Common Stock. 45,000,000 20,000,000 shares of common stock, par value $0.0001 per share stock ------------ (the “"Common Stock”"), 173,729 of which 11,208,526 shares are currently issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (diii) Except for (A) the conversion privileges of the Series A Preferred Stock, the Series A-1 B Preferred Stock and the Shares that may Series C Preferred Stock to be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain the Amended and Restated Investors’ ' Rights Agreement in of even date herewith by and among the form attached hereto as Exhibit B Company and certain investors (the “"Investors’ ' Rights Agreement”"), and (C) currently outstanding options to purchase 2,288,422 shares the rights provided in the Directed Share Agreement of Common Stock granted to employees even date herewith by and other service providers pursuant to among the Company’s 2008 Stock Plan Company and certain investors (the “Plan”"Directed Share Agreement"), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, ; provided that the Company has reserved an additional 1,322,440 2,750,000 shares for issuance to employees, consultants or directors of its Common Stock for purchase upon exercise the Company pursuant to equity incentive agreements approved by the Board of options to be granted in the future under the PlanDirectors. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 As of July 8, 2009, the authorized capital stock of Acquiror consists of 150,000,000 shares of Preferred Stockcommon stock, par value $0.0001 0.001 per share share, of Acquiror (the “Preferred Acquiror Common Stock”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all 52,403,122 of which are issued and outstanding, 7,016,085 and 25,000,000 shares of Preferred Stock have been designated Series A-1 preferred stock, par value $0.001 per share, of Acquiror (“Acquiror Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock”), none of which are issued and outstanding. The rightsAs of June 30, privileges 2009, there are no other outstanding shares of capital stock or voting securities and preferences no outstanding commitments obligating Acquiror to issue any shares of capital stock or voting securities after the Preferred date of this Agreement other than: (i) currently outstanding options to purchase 10,977,594 shares of Acquiror Common Stock will be granted to directors, officers and employees pursuant to the Amended and Restated Microtune, Inc. 2000 Director Option Plan, as stated in amended to date and the Company’s Amended and Restated CertificateMicrotune, Inc. 2000 Stock Plan, as amended to date (collectively, the “Acquiror Stock Plans”); (ii) currently outstanding restricted stock units which, upon vesting, require the issuance of up to 1,282,333 shares of Acquiror Common Stock granted to directors, officers and employees pursuant to Acquiror Stock Plans; and (iii) 371,899 shares of Acquiror Common Stock reserved for issuance pursuant to the Amended and Restated Microtune, Inc. 2000 Employee Stock Purchase Plan. (b) Common Stock. 45,000,000 shares As of common stockthe date hereof, the authorized capital of Merger Sub consists of 500,000,000 ordinary shares, par value $US$0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstandingshare. (c) The outstanding shares of Acquiror Common Stock and, subject in part to be issued pursuant to the truth and accuracy of representations and warranties made by purchasers of such sharesMerger (i) shall be duly authorized, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessablepaid, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market standnon-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreementassessable, (ii) shall be issued in compliance with respect to all applicable federal and state securities issued to employees laws of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafterUnited States, (iii) provide for shall not be subject to statutory preemptive or similar rights, rights of first refusal, rights of first offer or similar rights created by statute, the right Acquiror’s Certificate of Incorporation, the Acquiror’s Bylaws or any agreement of any character to which Acquiror is a party or by the Company to repurchase unvested shares at no greater than cost which Acquiror is bound and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder shall be free of any securities Liens other than any Liens created by or rights exercisable or convertible for securities provides for acceleration or other changes in imposed upon the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any eventholders thereof.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately consists, or will consist prior to the Closing, of: (ai) Preferred StockPREFERRED STOCK. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 3,092,026 shares of Preferred Stock (the "Preferred Stock"), of which (a) 2,000,000 shares have been designated Series A Preferred Stock, all of which are issued Stock and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 are owned by the persons, and in the numbers specified in EXHIBIT B hereto) and (b) 1,092,026 shares of which have been designated Series B Preferred Stock, none of which are currently issued and or outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate.Articles attached hereto as EXHIBIT A (bii) Common StockCOMMON STOCK. 45,000,000 5,000,000 shares of common stock, par value $0.0001 per share stock (the “"Common Stock”"), of which 11,208,526 1,000,000 shares are issued and outstandingoutstanding and are owned by the persons, and in the numbers specified in EXHIBIT B hereto. (ciii) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were have been issued in accordance with the registration or qualification provisions of the Securities Act of 1933, (as amended (the “Act”defined below) and any relevant applicable state securities laws, laws or pursuant to a valid exemptions exemption therefrom. (div) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may Series B Preferred Stock to be issued under this Agreement, (B) the rights provided in Section paragraph 2.4 of that certain Amended and Restated the Investors’ ' Rights Agreement in the form to be executed contemporaneously with this Agreement, which is attached hereto as Exhibit B (the “Investors’ Rights Agreement”)EXHIBIT B, (C) the rights provided in that certain Shareholders' Agreement among the current shareholders of the Company and the Stock Restriction Agreement of even date herewith, by and among the Company, the Investors and current shareholders of the Company, (D) currently outstanding options to purchase 2,288,422 11,500 shares of Common Stock granted to employees owned by the persons and other service providers pursuant in the numbers specified in EXHIBIT B, and (E) warrants to purchase 50,000 shares of Common Stock to be issued to Xxxxxxxx & Xxxxxxx, Inc. subsequent to the Company’s 2008 Stock Plan (the “Plan”)Closing in connection with this Agreement, there are not outstanding any options, warrants, rights (including conversion or preemptive rightsrights and rights of first refusal) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. (a) The authorized capital of the Company consists immediately prior to consists, or will consist at the Closingtime of the Funding, of: : (ai) Preferred Stock. 25,995,396 18,962,500 shares of Preferred Stock, par value $0.0001 .001 per share (the “"Preferred Stock”"), 6,979,311 shares 3,862,500 of Preferred Stock have been which will be designated Series A Preferred Stock (the "Series A Preferred Stock"), all 225,000 of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are will be issued and outstanding and 12,000,000 shares have been at the time of the Funding, 6,500,000 of which will be designated Series B Preferred Stock (the "Series B Preferred Stock"), none of which are 6,500,000 will be issued and outstandingoutstanding at the time of the Funding, 3,500,000 of which will be designated Series C Preferred Stock (the "Series C Preferred Stock"), 2,785,516 of which will be issued and outstanding at the time of the Funding, 3,000,000 of which will be designated Series D Preferred Stock (the "Series D Preferred Stock"), 2,963,672 of which will be issued and outstanding at the time of the Funding, and 2,100,000 of which will be designated Series E Preferred Stock (the "Series E Preferred Stock"), up to 761,421 of which will be issuable pursuant to this Agreement; and (ii) 55,925,000 shares of common stock, par value $.0005 per share ("Common Stock"), of which 10,600,000 shares will be issued and outstanding at the time of the Funding. The rights, privileges and preferences of the Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Common Stock andand Preferred Stock will be owned by the stockholders, in the numbers specified and subject in part to the truth restrictions set forth in Exhibit B hereto, at the time of the Funding. --------- (c) At the time of the Funding, the outstanding shares of Common Stock and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are will all be duly and validly authorized and issued, fully paid and nonassessable, nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”) "), and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain the Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ ' Rights Agreement”), (C) currently outstanding and the options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)warrants listed in Exhibit B, --------- there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned optionswarrants, the Company has reserved an additional 1,322,440 7,400,000 shares of its Common Stock for purchase upon exercise of options granted and to be granted in the future to directors, officers, employees, consultants and advisors under the Company's 1999 Stock Plan (the "Option Plan"). Other than Except for the Amended and Restated Voting Agreement (Agreement, dated as of May 12, 1999, by and among the Company and the Founders and Series B Investors, Series C Investors and Series D Investors as defined below)therein, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities . Following the transactions contemplated hereby, except as set forth in the Schedule of Exceptions and except as set forth in the CompanyAmended and Restated Investors' Rights Agreement described in Section 4.8, including, without limitation, all outstanding there will be no preemptive or similar rights to purchase or otherwise acquire shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon pursuant to any provision of law, the conversion Restated Certificate or exercise the By-Laws of all convertible the Company or exercisable securities and all other securities that any agreement to which the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreementparty, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringotherwise. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately consists, or will consist prior to the Closing, of: (ai) Preferred StockPREFERRED STOCK. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 18,000,000 shares of Preferred Stock have been designated Series A (the "Preferred Stock"), all 8,300,000 shares of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all and 8,094,340 of which are issued and outstanding outstanding, 500,000 shares of which have been designated Series A-3, and 12,000,000 154,581 of which are issued and outstanding, 3,100,000 shares of which have been designated Series B Preferred Stock, none and 1,325,331 of which are issued and outstanding, and 2,000,000 shares of which have been designated Series C Preferred Stock, up to all of which will be sold pursuant to this Agreement. The rights, privileges and preferences of the Series C Preferred Stock will be as stated in the Company’s Restated Certificate. (bii) Common StockCOMMON STOCK. 45,000,000 25,000,000 shares of common stock, par value $0.0001 per share stock (the “"Common Stock”"), of which 11,208,526 712,250 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (diii) Except for (A) the conversion privileges of the Series A A-1 Preferred Stock, Series A-1 A-3 Preferred Stock and Series B Preferred Stock, (B) the Shares that may conversion privileges of the Series C Preferred Stock to be issued under this Agreement, (BC) the rights provided in Section 2.4 3.1 of that certain Amended and Restated Investors’ ' Rights Agreement in dated the form attached hereto as Exhibit B date hereof between the Company and the parties listed on Schedule A thereto (the “Investors’ "Rights Agreement”"), (CD) currently outstanding options to purchase 2,288,422 the rights provided in that certain Supplemental Rights Agreement dated the date hereof between the Company and Medtronic (the "Supplemental Rights Agreement") and (E) the 2,687,481 shares of Common Stock granted to employees and other service providers reserved for issuance pursuant to the Company’s 2008 's 1995 Stock Option Plan (the “"Plan”"), of which options to purchase 2,202,701 shares have been granted under the Plan, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The (i) Company. As of the date hereof, the authorized share capital of the Company consists immediately prior to the Closingis US$50,000, of: (a) Preferred Stock. 25,995,396 shares of Preferred Stockdivided into 38,350,000 Ordinary Shares, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which 16,500,808 Ordinary Shares are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated 2,500,000 Series A-1 Preferred StockA Preference Shares, all of which 2,476,190 Series A Preference Shares are issued and outstanding, 3,000,000 Series B Preference Shares, of which 1,889,249 Series B Preference Shares are issued and outstanding, 1,650,000 Series C Preference Shares, of which 1,599,186 Series C Preference Shares are issued and outstanding and 12,000,000 shares have been designated 4,500,000 Series B Preferred StockD Preference Shares, none of which 2,493,018 Series D Preference Shares are issued and outstanding. The Company has reserved (a) 2,834,910 Ordinary Shares for issuance to officers, directors, employees, consultants or service providers of the Company pursuant to the equity incentive plan of the Company (the “ESOP”) which has been adopted by the Board of Directors and approved and ratified by the holders of equity securities of the Company (from this reserve for the ESOP, there are currently no outstanding options for the purchase of Ordinary Shares), (b) 2,476,190 Ordinary Shares for issuance upon conversion of the issued and outstanding Series A Preference Shares, (c) 1,889,249 Ordinary Shares for issuance upon conversion of the issued and outstanding Series B Preference Shares, (d) 1,599,186 Ordinary Shares for issuance upon conversion of the issued and outstanding Series C Preference Shares and (e) 2,493,018 Ordinary Shares for issuance upon conversion of the issued and outstanding Series D Preference Shares. (a) Immediately after the Closing and following adoption of the Amended and Restated Memorandum and Articles, the authorized capital of the Company shall be US$50,000, divided into 37,150,000 Ordinary Shares, of which 18,248,975 Ordinary Shares are issued and outstanding, 2,500,000 Series A Preference Shares, of which 2,476,190 Series A Preference Shares are issued and outstanding, 3,000,000 Series B Preference Shares, of which 1,889,249 Series B Preference Shares are issued and outstanding, 1,650,000 Series C Preference Shares, of which 1,599,186 Series C Preference Shares are issued and outstanding, 4,500,000 Series D Preference Shares, of which 2,493,018 Series D Preference Shares are issued and outstanding, and 1,200,000 Series E Preference Shares, of which 1,068,114 shall be issued at Closing. As of the Closing Date, the rights, privileges and preferences of the Preferred Stock will Ordinary Shares, the Series A Preference Shares, the Series B Preference Shares, the Series C Preference Shares, the Series D Preference Shares and the Series E Preference Shares shall be as stated set out in the Company’s Amended and Restated CertificateMemorandum and Articles, the Amended and Restated Shareholders Agreement, and the Amended and Restated Right of First Refusal Agreement4. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (cSection 3.2(i) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act Disclosure Schedule sets forth as of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A1) the conversion privileges of date hereof and (2) immediately after the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned optionsClosing, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All fully diluted outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock and authorized Equity Securities of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringregistered holders thereof. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately consists, or will consist prior to the Closing, of: (ai) Preferred StockPREFERRED STOCK. 25,995,396 2,000,000 shares of Preferred Stock, par value $0.0001 per share 0.10 (the “"Preferred Stock”"), 6,979,311 312,500 of which shares of Preferred Stock have been designated Series A Preferred Stock, all of which 186,500 are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all 3,000 of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none Stock of which 1,817 are issued and outstanding, 231,788 of which have been designated Series C Preferred Stock of which 153,538 are issued and outstanding, 5,000 of which have been designated Series D Preferred Stock of which 5,000 are issued and outstanding, 2,000 of which have been designated Series 1 Preferred Stock of which none are issued and outstanding, and 250,000 of which have been designated Series 2 Preferred Stock of which none are issued and outstanding, 5,000 of which have been designated Series E Preferred Stock, up to all of which may be sold pursuant to this Agreement or in a subsequent sale that is substantially along the terms contained in this Agreement, as this Agreement is amended from time to time. The rights, privileges and preferences of the Series E Preferred Stock will be as stated in the Company’s Restated CertificateCertificate of Designation. (bii) Common StockCOMMON STOCK. 45,000,000 50,000,000 shares of common stockstock ("Common Stock"), par value $0.0001 per share (the “Common Stock”).001, of which 11,208,526 16,555,340 shares are issued and outstanding. (ciii) The outstanding shares of Series A, B, C, D, E, 1 and 2 Preferred Stock and Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance have been issxxx xx xxxxxxxxxe with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (div) Except for (A) the conversion privileges of the Series A A, B, C, D, E, 1 and 2 Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) currently outstanding optxxxx xx xxxxxxxx 0,000,000 xxxxxx xx Xxxxxx Stock granted to employees pursuant to the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B Company's 1997 Incentive Plan (the “Investors’ Rights Agreement”"Option Plan"), (C) currently outstanding additional warrants and options to purchase 2,288,422 an aggregate of 6,682,644 shares of Common Stock, (D) shares issuable upon exercise of the Warrants issued pursuant to this Agreement, and (E) options to purchase 1,500,000 shares of Common Stock granted contractually committed to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)Eric Black but not officially granted, there are not outstanding any optionsxxxxxxx, warrantsxarrants, rights (including conversion or preemptive rightsrights and rights of first refusal) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 426,948 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plan. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 shares of Preferred StockThe Company has 16,403,875 authorized series A preference shares, U.S. $.05 par value $0.0001 per share (the “Preferred StockPreference Shares”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding. All of the Preference Shares shall be converted to Ordinary Shares immediately prior to the Closing. (b) The Company has 400,000,000 authorized ordinary shares, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred StockU.S. $.05 par value per share (the “Ordinary Shares”), all of which are issued and outstanding and 12,000,000 22,870,194 shares have been designated Series B Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of outstanding Ordinary Shares are owned beneficially by the Preferred Stock will be as stated in the Company’s Restated Certificate. (bshareholders that are set forth on Schedule 2.5(b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstandinghereto. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all Ordinary Shares have been duly authorized and validly authorized and issued, are fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the United States Securities Act of 1933, as amended (the “Securities Act”) and any relevant state state, foreign and local securities laws, and similar laws or pursuant to valid exemptions therefrom, and were not issued in violation of any preemptive rights, rights of first refusal and similar rights. (d) Except as set forth on Schedule 2.5(d) and except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Shareholders Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”), there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or shareholder agreements or agreements of any kind for the purchase or acquisition from the Company of any shares of its capital stockthe Company’s securities. In addition to the aforementioned options, the The Company has reserved an additional 1,322,440 shares a total of its Common Stock 6,919,716 Ordinary Shares for purchase upon exercise of options issuance pursuant to be granted in the future under the 2005 Plan. Other than The Company has issued warrants to purchase an aggregate of 4,000,000 Ordinary Shares. Set forth on Schedule 2.5(d) is a list of all holders of options, warrants or other securities exercisable or convertible into share capital of the Voting Agreement (as defined below)Company, the number of shares covered thereby and the applicable exercise or conversion price. Except for the Shareholders Agreement, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, understanding and there is no agreement or understanding between any persons and/or entities(whether or not the Company or any of its subsidiaries is a party thereto), which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All The Company has an aggregate of 50,193,785 outstanding securities Ordinary Shares and Ordinary Shares issuable upon conversion of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion Preference Shares or exercise of all convertible outstanding options or exercisable securities warrants. At the Closing, an aggregate of 15,970,750 Ordinary Shares will be purchased from the Shareholders, as set forth on Schedule A, at an aggregate purchase price of U.S.$35,000,000, so that at the Closing and all other securities that giving effect to such repurchase and the sale of the Shares to the Investor, the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing will have outstanding securities of the Company until the Company’s initial public offering57,038,392 Ordinary Shares. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital stock of the Company consists immediately prior to of 25,000,000 shares of common stock, $0.01 par value (the Closing"Common Stock"), of: of which 6,223,508 shares (aexcluding 205 shares held in treasury) Preferred Stock. 25,995,396 are issued and outstanding, and 1,000,000 shares of Preferred Stock, $0.01 par value $0.0001 per share (the “Preferred Stock”)value, 6,979,311 500,000 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are presently designated as Amended Series 2001-A Preferred Stock (the "Amended Series 2001-A Preferred"), 300,000 shares of which are presently designated as Series 2002-A Preferred Stock (the "Series 2002-A Preferred"), 100,000 shares of which are presently designated as series 2003-A Preferred Stock (the "Series 2003-A Preferred") and 100,000 shares of which are presently designated as Series 2006-A Preferred Stock (the "Series 2006-A Preferred"). There are currently 341,296 shares of Amended Series 2001-A Preferred, 227,372 shares of Series 2002-A Preferred, and 55,673 shares of Series 2003-A Preferred issued and outstanding. There are 20,000 shares and 30,000 shares of Series 2003-A Preferred and Series 2006-A Preferred, respectively, reserved for issuance upon exercise of options granted to RonHow, LLC to convert certain loan participations into such shares. None of the shares of Series 2006-A Preferred are currently issued and outstanding, 7,016,085 but at the Closing, 25,000 shares of Series 2006-A Preferred Stock have been designated Series A-1 Preferred Stock, all of which are will be issued and sold to the Investors as provided in Section 1.2 hereof. All issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stockduly authorized and validly issued, none of which are fully paid and nonassessable and have been issued in compliance with applicable federal and outstandingstate securities law. The rights, privileges and preferences Company has reserved all of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding its authorized but unissued shares of Common Stock and, subject in part to (other than shares reserved for issuance under the truth 2002 Performance and accuracy Equity Incentive Plan) for issuance as Underlying Common Stock and has reserved the balance of representations and warranties made by purchasers the authorized shares of such shares, each series of Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with for issuance as Dividend Stock on the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the respective series. The Series 2006-A Preferred Stockshall have the rights, preferences, privileges and restrictions set forth in the Certificate of Designation creating such Series A-1 2006-A Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Investor Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. (a) The authorized capital of the Company consists consists, or will consist immediately prior to the Closing, of: : (ai) Preferred Stock. 25,995,396 7,500,000 shares of Preferred Stock, par value $0.0001 .001 per share (the “"Preferred Stock”"), 6,979,311 shares 4,000,000 of Preferred Stock which have been designated Series A Preferred Stock (the "Series A Preferred Stock"), all up to 3,812,500 of which are will be issued or issuable pursuant to this Agreement, and outstandingthe convertible notes (the "Bridge Notes") and warrants (the "Bridge Warrants") described on the Schedule of Exceptions, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all and 3,500,000 of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock (the "Series B Preferred Stock"); and (ii) 20,000,000 shares of common stock, none par value $.001 per share ("Common Stock"), of which 6,300,000 shares are issued and outstanding. The rights, privileges and preferences of the Common Stock, Series A Preferred Stock and Series B Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 The outstanding shares of common stockCommon Stock are owned by the stockholders, par value $0.0001 per share (in the “Common Stock”), of which 11,208,526 shares are issued numbers specified and outstanding.subject to the restrictions set forth in Exhibit C hereto. --------- (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”) "), and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may to be issued under this AgreementAgreement and under the Bridge Notes, (B) the rights provided in Section 2.4 of that certain Amended and Restated the Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ ' Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees the Warrants, and other service providers pursuant to (D) the Company’s 2008 Stock Plan (the “Plan”)Bridge Warrants, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 intends to reserve 3,700,000 shares of its Common Stock for purchase upon exercise of options to be granted in the future to directors, officers, employees, consultants and advisors under a stock plan to be adopted by the Company (the "Option Plan"). Other than Except for the Shareholders' Agreement in the form attached hereto as Exhibit H and the Voting Agreement (as defined below)Agreement, the Company is not a party or --------- subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. (a) The authorized capital of the Company consists immediately prior to of (except as otherwise disclosed in the Closing, of:Company Disclosure Schedule): (ai) Preferred Stock. 25,995,396 10,276,918 shares of Company Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 of which 1,814,558 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 833,333 shares have been designated Series B Preferred Stock, none of which are issued 558,374 shares have been designated Series C Preferred Stock, 819,673 shares have been designated Series D Preferred Stock, 2,550,980 shares have been designated Series E Preferred Stock, 1,000,000 shares have been designated Series F Preferred Stock, 2,100,000 shares have been designated Series G-1 Preferred Stock and outstanding600,000 shares have been designated Series G-2 Preferred Stock. The respective rights, restrictions, privileges and preferences of the Company Preferred Stock will be are as stated in the Company’s form of the Restated CertificateArticles. (ii) Common Stock. 20,000,000 shares of Common Stock and 130,000 shares of Non-Voting Common Stock. (b) Common Stock. 45,000,000 The number of shares of common stock, par value $0.0001 per share (the “each series of Company Preferred Stock and of Company Common Stock”), of which 11,208,526 shares are Stock issued and outstandingoutstanding is set forth on Section 4.2(b) of the Company Disclosure Schedule. (c) The outstanding shares of Common Stock and, subject Except as set forth in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions Section 4.2(c) of the Securities Act of 1933, Company Disclosure Schedule or as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock expressly contemplated by this Agreement and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)Related Agreements, there are not outstanding any options, warrants, instruments, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements, or other agreements or instruments of any kind, including convertible debt instruments, for the purchase or acquisition from the Company of any shares of its capital stockSecurities. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, understanding and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entitiesother persons, which that affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. The Company Stockholders collectively currently own, beneficially and of record, a sufficient number of shares of each class of the Securities outstanding on the date hereof required to approve the transactions contemplated by this Agreement and the Related Agreements, including the Merger. (d) All of the issued and outstanding shares of the Company Common Stock and Company Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. (e) All outstanding securities Each series of Company Preferred Stock is presently convertible into Company Common Stock on a one-for-one basis and the consummation of the Company, including, without limitation, all transactions contemplated hereunder (including the issuance of the Purchased Shares and the Conversion Shares) will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Company Preferred Stock. The Purchased Shares and the Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Restated Articles, the Purchased Shares and the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances. (f) Section 4.2(f) of the Company Disclosure Schedule sets forth the name and address of each Securityholder and the Securities owned beneficially and of record by each Securityholder, and, in the case of options, warrants, instruments and other rights to acquire capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market standthe per-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreementshare exercise price payable therefor, (ii) with respect to securities issued to employees the number of shares of the Company’s capital stock each option, warrant, instrument or other right is then vested or exercisable for, (iii) whether the holder of such option, warrant, instrument or other right is an employee of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until whether the vesting of such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains warrant, instrument or other right shall be accelerated by a right change of first refusal on transfers of foregoing outstanding securities control of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding including as the a result of the occurrence of Merger, and (v) whether or not any eventsuch options, warrants, instruments or other rights are intended to be “incentive stock options” as such term is defined in the Code.

Capitalization and Voting Rights. The authorized capital As of the date of this Agreement, the Company consists immediately prior was authorized to the Closing, of: (a) Preferred Stock. 25,995,396 issue 180,000,000 shares of Preferred Common Stock, par value $0.0001 per share (the “Preferred Stock”)of which 10,521,278 shares were issued and outstanding, 6,979,311 and 100,000 shares of Preferred Stock preferred stock were authorized, of which 90,000 have been designated as Series A Junior Participating Preferred Stock, all Stock (of which none are issued and outstanding), 7,016,085 shares of Preferred Stock 1,000 have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated as Series B Preferred Stock, Stock (none of which are issued and outstanding. The rights), privileges and preferences of the 1,200 have been designated as Series C Convertible Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares 750 are issued and outstanding. ), and 220 have been designated as Series D Convertible Preferred Stock (cof which 60 are issued and outstanding). As of the date hereof, (i) The there are no outstanding securities of the Company or any of its Subsidiaries which contain any preemptive, redemption or similar provisions, (ii) no holder of securities of the Company or any Subsidiary is entitled to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of the Offering, (iii) there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (iv) neither the Company nor any Subsidiary has any outstanding stock appreciation rights, “phantom stock” plans or any similar plan or agreement; and (v) except as set forth on Schedule 2.2, there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue any shares of capital stock of the Company or any Subsidiary, or securities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. Other than restrictions imposed by applicable law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Charter Documents or any material agreement or other instrument to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of Common Stock and, subject in part to capital stock of the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock Company are all duly and validly authorized and issued, fully paid and nonassessablenonassessable and the shares of capital stock of the Subsidiaries are owned by the Company, free and were clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (collectively, “Encumbrances”). All of the Company’s outstanding capital stock has been issued in accordance with the registration or qualification applicable provisions of the Securities Act and any other applicable securities laws. Except as set forth on Schedule 2.2, the issuance and sale of 1933the Securities, as amended (contemplated hereby, will not obligate the “Act”) and any relevant state securities laws, or pursuant Company to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 issue shares of Common Stock granted or other securities to employees any other person (other than other investors in the Offering) and other service providers pursuant to will not result in the Company’s 2008 Stock Plan (adjustment of the “Plan”)exercise, there are not outstanding any optionsconversion, warrants, rights (including conversion exchange or preemptive rights) or agreements for the purchase or acquisition from the Company reset price of any shares of its capital stock. In addition to the aforementioned options, the outstanding Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than the Voting Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vestedsecurity. The Company retains a does not have outstanding stockholder purchase rights or “poison pill” or (any arrangement granting substantially similar rights) in effect giving any person the right of first refusal on transfers of foregoing outstanding securities of to purchase any equity interest in the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of upon the occurrence of any eventthe transactions contemplated hereby.

Capitalization and Voting Rights. The (a) As of the date of this Agreement, the authorized capital of the Company consists immediately prior to the Closing, of: (ai) Preferred Stock. 25,995,396 51,500,000 shares of Preferred Stock, par value $0.0001 per share Stock (the “Preferred Stock”), 6,979,311 of which (i) 5,020,000 shares of Preferred Stock have been designated Series A Preferred Stock (the “Series A Preferred Stock”), all 4,988,000 of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 ; (ii) 5,100,000 shares have been designated Series B Preferred Stock (the “Series B Preferred Stock”), none 5,074,000 of which are issued outstanding; (iii) 18,823,000 shares have been designated Series C Preferred Stock (the “Series C Preferred Stock”), 18,765,166 of which are outstanding; (iv) 1,666,666 shares have been designated Series D Preferred Stock (the “Series D Preferred Stock”), 1,666,666 of which are outstanding (which are initially convertible into 2,777,777 shares of Common Stock); (v) 13,888,889 shares have been designated Series D-1 Preferred Stock (the “Series D-1 Preferred Stock”), 13,169,905 of which are outstanding; and (vi) 4,000,000 shares have been designated Series E Preferred Stock (the “Series E Preferred Stock”), all of which are outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated CertificateCertificate of Incorporation on file with the Secretary of State of the State of Delaware on the date hereof. (bii) Common Stock. 45,000,000 120,000,000 shares of common stock, par value $0.0001 per share 0.01 (the “Common Stock”), of which 11,208,526 11,413,885 shares are issued and outstanding. (ciii) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (div) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 2.5 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding warrants to purchase 4,000 shares of Series A Preferred Stock, (D) currently outstanding warrants to purchase 4,000 shares of Series B Preferred Stock, (E) currently outstanding warrants to purchase 48,611 shares of Series D-1 Preferred Stock, and (F) currently outstanding options to purchase 2,288,422 13,630,463 shares of Common Stock granted to employees employees, directors, board members, consultants and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)providers, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 962,000 shares of its Common Stock for purchase issuance upon exercise of options to be granted in the future under the Company’s 1997 Stock Plan. Other than Except for the provisions of the Restated Certificate, the Investors’ Rights Agreement and of that certain Amended and Restated Stockholders’ Voting Agreement (dated as defined below)of January 25, 1999 by and among the Company and the other parties listed therein, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities or rights exercisable or convertible for to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of any merger, consolidated sale of stock or assets, change in control or any other similar transaction(s) by the occurrence Company. (b) Immediately prior to the Closing, upon the filing of the Restated Certificate and assuming between the date hereof and the date of Closing (x) the exchange of shares of Common Stock held by the Investor for shares of Class A Common Stock pursuant to Section 1.3 hereof, (y) no issuance by the Company of its capital stock or any security exercisable for or convertible into capital stock of the Company pursuant to any employee, director or consultant compensation plan that has been approved by the majority of the Board of Directors and (z) no exercise or conversion of any eventoutstanding option, warrant or other security exercisable for or convertible into the capital stock of the Company, the authorized capital of the Company shall consist of: (i) Preferred Stock. 5,000,000 shares of Preferred Stock (the “Preferred Stock”), none of which shall be outstanding. (ii) Common Stock. 175,000,000 shares of Common Stock, par value $0.01 (“Common Stock”), 56,188,733 of which shall be outstanding (iii) Class A Common Stock. 13,900,000 shares of Class A Common Stock, 4,000,000 of which shall be outstanding and 9,900,000 of which shall be sold pursuant to this Agreement.

Capitalization and Voting Rights. The authorized capital of the -------------------------------- Company consists immediately consists, or will consist prior to the Closing, of: (a) Preferred Stock. 25,995,396 10,000,000 shares of Preferred Stock, par value $0.0001 per share --------------- US$.001 (the “"Preferred Stock”"), 6,979,311 of which (i) 68,500 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 (ii) 1,923,716 shares of Preferred Stock have been designated Series A-1 B Preferred Stock, all of which are issued and outstanding outstanding, and 12,000,000 (iii) 3,783,784 shares have been designated Series B C Preferred Stock, none up to all of which are issued and outstandingwill be sold pursuant to this Agreement. The rights, privileges and preferences of the Series A, Series B and Series C Preferred Stock will be as stated in the Company’s Restated Amended Certificate. (b) Common Stock. 45,000,000 20,000,000 shares of common stockstock ("Common ------------ Stock"), par value $0.0001 per share (the “Common Stock”)US$.001, of which 11,208,526 5,781,309 shares are issued and outstanding. (c) . The outstanding shares of Series A and Series B Preferred Stock and Common Stock andare owned by the stockholders and in the numbers specified in Exhibit D, subject which in part to the truth and accuracy case of representations and warranties made by purchasers the Common Stock is accurate as of such sharesJanuary 18, 1999. The outstanding shares of Series A Preferred Stock, Series B Preferred Stock are all and Common Stock have been duly authorized and validly authorized and issued, are fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (d) . Except for (Ai) the conversion privileges of the Series A Preferred StockA, Series A-1 B and Series C Preferred Stock and the Shares that may be issued under this Agreement, (Bii) the rights provided in Section 2.4 paragraph 2.3 of that certain Amended and Restated the Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ ' Rights Agreement”), (Ciii) currently outstanding warrants to purchase 487,781 shares of Common Stock, and (iv) currently outstanding options to purchase 2,288,422 385,000 shares of Common Stock granted to officers, directors and employees and other service providers pursuant to the Company’s 2008 's 1997 Stock Option Plan (the “"Option Plan”"), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of or which obligates the Company in any way with respect to any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 765,000 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plan. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the -------------------------------- Company consists immediately consists, or will consist prior to the Closing, of: (ai) Preferred Stock. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 14,548,963 shares of Preferred Stock (the "Preferred Stock"), of which 8,120,000 shares have been designated Series A Preferred Stock, Stock all of which are issued and outstanding, 7,016,085 2,228,963 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none Stock of which 1,992,104 shares are issued and outstanding, 3,800,000 shares of which have been designated Series C Preferred Stock of which 3,637,272 shares are issued and outstanding, and 400,000 shares of which have been designated Series D Preferred Stock up to all of which will be sold pursuant to this Agreement. The rights, privileges and preferences of the Series D Preferred Stock will be as stated in the Company’s 's Amended and Restated Certificate.Certificate of Incorporation attached hereto as Exhibit A. --------- (bii) Common Stock. 45,000,000 20,000,000 shares of common stock, par value $0.0001 per share stock (the “"Common ------------ Stock”"), 1,642,176 of which 11,208,526 shares are currently issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (diii) Except for (A) the conversion privileges of the Series A Preferred Stock, the Series A-1 B Preferred Stock, the Series C Preferred Stock and the Shares that may Series D Preferred Stock to be issued under this Agreement, (B) outstanding warrants to purchase 236,859 shares of Series B Preferred Stock, (C) the rights provided in Section 2.4 of that certain the Amended and Restated Investors’ ' Rights Agreement in dated October 30, 1996, as amended pursuant to Amendment No. 1 thereto of even date herewith by and among the form attached hereto as Exhibit B Company and certain investors (the “"Investors’ ' Rights Agreement”"), and (C) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees the rights provided in the Directed Share Agreement dated October 30, 1996 by and other service providers pursuant to among the Company’s 2008 Stock Plan Company and certain investors (the “Plan”"Directed Share Agreement"), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, ; provided that the Company has reserved an additional 1,322,440 3,500,000 shares for issuance to employees, consultants or directors of its Common Stock for purchase upon exercise the Company pursuant to equity incentive agreements approved by the Board of options to be granted in the future under the PlanDirectors. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. (a) The authorized capital of the Company consists immediately of (i) 150,000,000 shares of Common Stock, par value $.001 per share, of which 8,386,644 shares of Common Stock are issued and outstanding as of the date hereof and (ii) 75,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"), of which (i) 6,900,000 shares have been designated the Series A Preferred Stock, of which [_________] are issued and outstanding as of the date hereof, and (ii) 51,000,000 shares have been designated the Series B Preferred, none of which is issued and outstanding prior to the Closing, of: (a) Preferred Stock. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, but up to all of which are may be issued and outstanding, 7,016,085 shares sold pursuant to the terms of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificatethis Agreement. (b) Common Stock. 45,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares are issued and outstanding. (c) The outstanding shares of Series A Preferred and Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all have been duly authorized and validly authorized and issued, are fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (dc) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently The outstanding options to purchase 2,288,422 shares of Common Stock are owned by the stockholders and in the numbers specified in Exhibit J hereto. The outstanding options are owned by the option holders in the number (including exercise price and vesting) specified in Exhibit J hereto. In addition, the Company has reserved 6,500,000 shares of its Common Stock for purchase upon exercise of options to be granted to employees in the future under the Company's 2002 Stock Option Plan. (d) The Shares, when issued in accordance with the terms of this Agreement, will constitute one hundred percent (100%) of the issued and other service providers pursuant outstanding Series B Preferred. (e) Except as set forth in Section 5.2(e) of the disclosure schedule being delivered by the Company to the Company’s 2008 Stock Plan Investors simultaneously with the execution of this Agreement (the “Plan”)"Disclosure Schedule") and as contemplated by this Agreement and the Stockholders' Agreement, there are is not outstanding any optionsoption, warrantswarrant, rights right (contingent or other, including conversion conversion, exchange, participation, right of first refusal, co-sale or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned stock or any options, warrants or rights convertible into or exchangeable for any thereof. Except as disclosed in Section 5.2(e) of the Disclosure Schedule, and as contemplated by this Agreement and the Stockholders' Agreement, there is no commitment by the Company has reserved an additional 1,322,440 shares to issue shares, subscriptions, warrants, options, convertible or exchangeable securities or other such rights or to distribute to holders of its Common Stock for purchase upon exercise equity securities any evidence of options to be granted indebtedness or asset. Except as disclosed in Section 5.2(e) of the Disclosure Schedule, and as contemplated by this Agreement, the Stockholders' Agreement, and as provided in the future under Stockholders' Agreement, dated as of January 31, 2002, by and among the Plan. Other than Company and certain stockholders thereof (the Voting Agreement "Founders Stockholders' Agreement"): (as defined below), i) the Company is not a party or subject to any agreement or understanding, and, to the Company’s 's knowledge, there is no agreement or understanding between or among any persons and/or entities, which affects or relates holders of the Company's capital stock relating to the acquisition, disposition or voting or giving of written consents with respect to any security or matter, or by a director of the Company. ; (eii) All outstanding the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or other securities or any interest therein or to pay any dividend or make any other distribution in respect thereof; (iii) there are no restrictions on the transfer of the Company, including, without limitation, all outstanding shares of the 's capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable other than those arising from securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost laws; and (iv) are not transferable no person or entity is entitled to (except for transfers x) any preemptive or similar right with respect to family members the issuance of any capital stock or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding other securities of the Company until or (y) any rights with respect to the Company’s initial public offering. (f) No registration of any capital stock plan, stock purchase, stock option or other agreement or understanding between securities of the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in under the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any eventSecurities Act.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closingis 65,000,000 shares, of: consisting of (ai) Preferred Stock. 25,995,396 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 shares have been designated Series B Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 60,000,000 authorized shares of common stock, par value $0.0001 0.003 per share (the “Common Stock”"COMMON STOCK"), of which 11,208,526 4,958,232 shares are issued and outstanding and of which (a) 426,821 shares are reserved for issuance pursuant to the Company's 1997 Employee Stock Option Plan (the "OPTION PLAN"), (b) 63,929 shares are reserved for issuance pursuant to the 1999 Employee Stock Purchase Plan (the "ESPP"), (c) 300,000 shares are reserved for issuance to employees of Life Quotes retained by the Company as contemplated by Section 7.4(b) of the APA (the "LIFE QUOTES OPTIONS") and (d) 50,000 shares are reserved for issuance pursuant to the Stock Option Agreement, effective as of December 1, 2001, between the Company and Prospector Partners Connecticut Fund, L.P., a Delaware limited partnership (the "PROSPECTOR OPTIONS"), and (ii) 5,000,000 authorized shares of preferred stock, par value $.001 per share ("PREFERRED STOCK"), of which no shares are issued and outstanding. There are no other classes or series of capital stock of the Company authorized or issued and outstanding. (ca) Each of the stockholders of the Company specified on EXHIBIT C hereto (each, an "IDENTIFIED STOCKHOLDER" and, collectively, the "IDENTIFIED STOCKHOLDERS") beneficially owns the number and percentage of outstanding shares of Common Stock specified therein. (b) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance compliance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) "SECURITIES ACT"), and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (dc) Except for (Ai) the conversion privileges preemptive rights granted to the Investor pursuant to Section 3.2 of the Series A Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Investor Rights Agreement, (Bii) preferred stock purchase rights issued under the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (Ciii) currently outstanding options to purchase 2,288,422 218,332 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Option Plan, (iv) the Life Quotes Options; (v) the Prospector Options and (vi) rights to purchase up to an aggregate of 63,929 shares of Common Stock Plan (granted to employees pursuant to the “Plan”)ESPP, there are not no outstanding any options, warrants, puts, calls, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from from, sale to or exchange with, the Company or any of its Subsidiaries of any shares of its any class or series of capital stock. In addition to the aforementioned options, stock of the Company has reserved an additional 1,322,440 or any of its Subsidiaries or other restrictions on the incidents of ownership or transfer of any such shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other capital stock created by statute (other than the Voting Agreement (as defined belowfederal and state securities laws), the certificate of incorporation or bylaws of the Company or any of its Subsidiaries or any Contract to which the Company or any of its Subsidiaries is not a party, by which any of them or their property is subject to or bound or of which either of them has any knowledge. Neither the Company nor any of its Subsidiaries is a party or subject to any agreement or understanding, and, to the Company’s their knowledge, there is no agreement or understanding between any persons and/or entities, Persons which affects or relates to the voting or giving of written consents with respect to any security of the Company or any of its Subsidiaries, or by a director of the CompanyCompany or any of its Subsidiaries. (ed) All outstanding securities The pro forma capitalization of the Company, including, without limitation, all Company after giving effect to the transactions contemplated by this Agreement is illustrated on SECTION 2.3(d) of the Schedule of Exceptions and reflects that the Shares to be purchased by the Investor pursuant to the terms of this Agreement shall constitute twenty-eight and ninety-six hundredths percent (28.96%) of the issued and outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon on a Fully Diluted Basis as a result of the conversion or exercise purchase of all convertible or exercisable securities such Shares pursuant to Section 1.1 hereof. For purposes of this Agreement, "FULLY DILUTED BASIS" means (without duplication) issued and all other securities that the Company is obligated to issue outstanding shares of Common Stock plus (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 shares of any class or series of capital stock of the Investors’ Rights AgreementCompany or any of its Subsidiaries that votes together with the Common Stock, (ii) with respect shares of Common Stock issuable pursuant to or upon the conversion, exercise or exchange of all rights set forth in agreements (written or oral), plans, warrants, puts, calls, options, convertible securities issued to employees or other commitments or securities convertible into, exchangeable or exercisable for, shares of Common Stock or any class or series of capital stock of the Company, are subject to vesting Company or any of shares over a four-year period its Subsidiaries that votes together with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafterCommon Stock, (iii) provide shares of Common Stock reserved for issuance pursuant to the right by the Company to repurchase unvested shares at no greater than cost and Option Plan, (iv) are not transferable shares of Common Stock reserved for issuance pursuant to the ESPP and (except v) shares of Common Stock reserved for transfers issuance pursuant to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringLife Quotes Options. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The authorized capital of the --------------------------------- Company consists immediately consists, or will consist prior to the Closing, of: (ai) Preferred Stock. 25,995,396 10,282,883 shares of Preferred Stock, par ---------------- value $0.0001 per share 0.001 (the “"Preferred Stock”), 6,979,311 of which 4,306,883 shares of Preferred Stock have been designated Series A Convertible Preferred Stock ("Series A Preferred Stock"), all of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 2,101,000 shares have been designated Series B Convertible Preferred Stock ("Series B Preferred Stock"), none of which 2,099,123 shares are issued and outstandingoutstanding and 3,875,000 shares have been designated Series C Convertible Preferred Stock ("Series C Preferred Stock"), up to all of which will be sold pursuant to this Agreement. The rights, privileges and preferences of the Series A, Series B and Series C Preferred Stock will be as stated in the Company’s Restated Certificate. (bii) Common Stock. 45,000,000 Stock 21,592,117 shares of common stockstock (Common ------------ Stock), par value $0.0001 per share (the “Common Stock”), 0.001 of which 11,208,526 6,351,208 shares are issued and outstanding. (ciii) The outstanding shares of Series A and Series B Preferred Stock and Common Stock and, subject are owned by the stockholders and in part to the truth numbers specified in Exhibit D hereto. --------- (iv) The outstanding shares of Series A and accuracy of representations and warranties made by purchasers of such shares, Series B Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were Common Stock have been issued in accordance with the registration or qualification provisions of the Securities 1933 Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (dv) Except for (A) the conversion privileges of the Series A A, Series B and Series C Preferred Stock, Series A-1 Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated the Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ ' Rights Agreement”), and (C) currently outstanding options to purchase 2,288,422 1,213,075 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 's 1995 Stock Option Plan (the “"Option Plan”), there are not outstanding any options, warrants, rights (including conversion or preemptive rightsrights and rights of first refusal) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 1,322,440 1,307,050 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plan. Other than the Voting Agreement (as defined below), the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

Capitalization and Voting Rights. The As of the date hereof, the -------------------------------- authorized capital of the Company Seller consists immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 5,500,000 shares of Preferred Stock, par value --------------- $0.0001 per share 0.001 (the “"Preferred Stock”"), 6,979,311 of which (A) 1,000,000 shares of Preferred Stock have been designated Series A Preferred Stock (the "Series A Preferred Stock"), all 994,251 shares of which are issued and outstanding, 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding and 12,000,000 (B) 4,500,000 shares have been designated Series B Preferred Stock (the "Series B Preferred Stock"), none 4,472,843 of which are issued and outstanding. The rights, privileges and preferences of the Series A Preferred Stock will be and Series B Preferred Stock are as stated in the Company’s Seller's Restated Certificate of Incorporation dated May 27, 1997 (the "Restated Certificate"). (b) Common Stock. 45,000,000 15,000,000 shares of common stock, par value $0.0001 per share 0.001 ------------ (the “"Common Stock”"), of which 11,208,526 4,920,166 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”") and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Stock and Series A-1 B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 1,612,000 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Seller's 1996 Stock Option Plan (the “"Option Plan”"), there are not outstanding any no options, warrants, rights (including calls, conversion rights, commitments or preemptive rights) or agreements for the purchase or acquisition from the Company agreement of any shares of its capital stock. In addition character to which the aforementioned optionsSeller is a party, or by which it may be bound, that do or may obligate the Company has reserved an additional 1,322,440 shares of its Common Stock for purchase upon exercise of options Seller to issue, deliver or sell, or cause to be granted in the future under the Plan. Other than the Voting Agreement (as defined below)issued, the Company is not a party delivered or subject to any agreement or understandingsold, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding additional shares of the capital stock of the CompanySeller, all shares of or that do or may obligate the capital stock of the Company issuable upon the conversion Seller to grant, extend or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) with respect to securities issued to employees of the Company, are subject to vesting of shares over a four-year period with the first 25% of enter into any such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter, (iii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iv) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringwarrant, call, conversion right, commitment or agreement. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.