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 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 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 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 authorized capital of the Company consists consists, or will consist immediately prior to the ClosingClosing of the Initial Investment, of: (a) Preferred Stock. 25,995,396 [*] shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”)0.01, 6,979,311 of which [*] 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 relative rights, privileges and preferences of the each authorized series of Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 45,000,000 [*] shares of common stockCommon Stock, par value $0.0001 per share 0.01 (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 nonassessable, and were issued in accordance with the ------------ * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 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. (d) 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 the Investors’ ' Rights Agreement in the form attached hereto as Exhibit B and (the “Investors’ Rights Agreement”), (Ciii) currently outstanding options to purchase 2,288,422 up to [*] shares of Common Stock granted to employees and other service providers pursuant to under the Company’s 2008 VirRx Incentive Stock Plan (the “"Stock 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 The Company has reserved an additional 1,322,440 a total of [*] shares of its Common Stock for options and stock purchase upon exercise of options to be rights granted in the future under the 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 of the Company's equity securities or rights exercisable or convertible for to purchase the Company's equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding securities, as the result of any merger, sale of stock or assets, change in control or other similar transaction by the occurrence Company. 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 that affects or relates to the voting or giving of written consents with respect to any eventsecurity or the voting by a director of the Company.

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 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. (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 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 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 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 10,247,410 shares of Preferred Stock (the --------------- "Preferred Stock"), of which 8,120,000 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 2,127,410 shares of which have been designated Series B Preferred Stock, none up to 2,050,000 of which are issued and outstandingwill be sold pursuant to this Agreement. The rights, privileges and preferences of the Series B 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 18,000,000 shares of common stock, par value $0.0001 per share stock (the “"Common ------------ Stock”), ") 76,125 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, 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 2.4 of that certain Amended and Restated the Investors’ ' Rights Agreement dated December 10, 1994 by and among the Company and certain investors in the form attached hereto as Exhibit B Company's Series A Preferred Stock (the “"Investors’ ' Rights Agreement”"), as amended, and (C) currently outstanding options a warrant to purchase 2,288,422 up to 80,000 shares of Common Series B Preferred Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”)dated August 31, 1995, 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 2,030,000 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 authorized, issued and outstanding capital stock of the Company consists will consist immediately prior to the Closing, Closing of: (ai) Preferred Stock. 25,995,396 10,310,000 shares of Preferred --------------- Stock, par value $0.0001 per share 0.001 (the “"Preferred Stock”"), 6,979,311 of which (i) 3,310,000 shares of Preferred Stock have been designated Series A Preferred Stock (the "Series A Preferred Stock"), all of which 3,309,953 shares 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) 7,000,000 shares have been designated Series B Preferred Stock (the "Series B Preferred Stock"), none of which are issued and outstanding. The rights, privileges and preferences of the Series A and Series B Preferred Stock will be are as stated in the Company’s Restated Certificate. (bii) Common Stock. 45,000,000 20,000,000 shares of common stock, par ------------ value $0.0001 per share 0.001 (the “"Common Stock”"), of which 11,208,526 3,060,000 shares are issued and outstanding. (c) The outstanding shares of Series A 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 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. (d) Except for (A) the conversion privileges of the Series A and Series B 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 3 of that certain Amended the Stockholders' Agreement, and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 2,288,422 572,700 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 's 1997 Stock Plan Option Plan, as amended (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 stock. In addition to the aforementioned options, the Company has reserved will reserve an additional 1,322,440 1,112,300 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 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 other ownership interest in 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 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 8,000,000 shares of Preferred Stock, par value $0.0001 0.001 per share (the “Preferred Stock”), 6,979,311 of which 5,283,648 shares of Preferred Stock have been designated Series A Preferred Stock (the “Series A Preferred Stock, ”) and up to 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 outstandingmay 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 22,000,000 shares of common stock, par value $0.0001 0.001 per share (the “Common Stock”), 8,287,833 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, Series A-1 Preferred Stock and the Shares that may to be issued under this Agreement, Agreement and (B) the rights provided in Section 2.4 2.5 of that certain 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”), (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 The Company has reserved an additional 1,322,440 4,523,926 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Company’s 1997 Stock Option/Stock Issuance 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 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. (a) The authorized capital of the Company Buyer consists immediately prior to the Closing, of: : (ai) Preferred Stock. 25,995,396 120,000,000 shares of Preferred Buyer Common 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 (A) 9,183,220 shares are issued and outstanding, 7,016,085 (B) 421,923 shares are issuable upon the exercise of outstanding stock options or restricted stock units under the 2020 Equity Incentive Plan and (C) 338,677 shares are reserved for future issuance pursuant to the 2020 Equity Incentive Plan; and (ii) 5,000,000 shares of Preferred Stock have been designated Series A-1 Preferred Stockpreferred stock, all $0.001 par value per share, of which are issued and outstanding and 12,000,000 (A) 5,500 shares have been designated Series B Preferred Stock, convertible preferred stock and (B) none of which are issued and or outstanding. The All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, were issued in compliance with applicable securities Laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, privileges and preferences rights of the Preferred Stock will be as stated in the Company’s Restated Certificatefirst refusal or other similar rights to subscribe for or purchase securities of Buyer. (b) Common Stock. 45,000,000 shares There are no authorized or outstanding options, warrants, preemptive rights, rights of common stockfirst refusal or other rights to purchase, par value $0.0001 per or equity or debt securities convertible into or exchangeable or exercisable for, any share (the “Common Stock”), capital of which 11,208,526 shares are issued and outstandingBuyer other than those described in Buyer SEC Documents or as otherwise set forth in Section 4.6(a) above. (c) The outstanding shares of Common Stock andExcept as disclosed in Buyer SEC Documents, subject in part no Person has any right 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 cause Buyer to effect the registration or qualification provisions of under the Securities Act of 1933any securities of Buyer, except for such rights as amended (the “Act”) and any relevant state securities laws, have been duly waived or pursuant to valid exemptions therefromexpired. (d) Except for (ACertain of Buyer’s Common Stock is registered pursuant to Section 12(b) the conversion privileges or 12(g) of the Series A Preferred StockExchange Act, Series A-1 Preferred Stock and Buyer has taken no action designed to, or which to its knowledge is likely to have the Shares that may be issued under this Agreementeffect of, (B) terminating the rights provided in Section 2.4 registration 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 such 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 Exchange Act nor has Buyer received any notification that the Voting Agreement (as defined below), the Company SEC 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 Companycontemplating terminating such registration. (e) All outstanding securities Other than as described in Buyer SEC Documents, no stop order or suspension of trading of Buyer’s Common Stock has been imposed or to Buyer’s knowledge, threatened by Nasdaq, 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 SEC or exercise of all convertible or exercisable securities any other Government Entity 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 remains 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 offeringeffect. (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 Assuming the filing of the Restated Articles and the consummation of the transactions contemplated herein, the authorized capital of the Company consists immediately prior to consists, or will consist as of 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 6,037,000 shares of Preferred Stock (the "Preferred Stock"), of which 525,000 shares have been designated Series A Preferred Stock (the "Series A Preferred Stock"), all of which are shall be 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 5,512,000 shares have been designated Series B Preferred Stock (the "Series B Preferred Stock"), none all of which are shall be issued and outstanding. The rights, privileges and preferences of the Series A Preferred Stock and the Series B Prefer-red Stock will be as stated in the Company’s 's Restated CertificateArticles. (b) Common Stock. 45,000,000 14,000,000 shares of common stock, par value $0.0001 per share stock (the “"Common Stock”"), of which 11,208,526 4,776,001 shares are shall be 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, (B) 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 to purchase 2,288,422 2,650,000 shares of Common Stock granted reserved for issuance, either directly or through options, to employees employees, directors and other service providers pursuant consultants to the Company’s 2008 , of which 75,000 shares of Common Stock Plan (are currently committed to employees of the “Plan”)Company, 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 Except as provided in the future under the Plan. Other than the Voting Agreement (as defined below)Restated Articles, 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 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 25,000,000 shares of common stock, par value $0.0001 0.01 per share (the “"Common Stock”"), of which 11,208,526 6,020,182 shares are issued and outstanding. (cb) Preferred Stock. 1,000,000 shares of preferred stock, par value $0.10 per share ("Preferred Stock"), of which no shares are issued and outstanding. 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 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 outstanding options to purchase 2,288,422 674,100 shares of Common Stock granted to employees employees, directors and other service providers consultants pursuant to the Company’s 2008 's 1992 Stock Option Plan, 1996 Stock Plan and 1996 Eligible Directors Stock Plan (collectively, the “Plan”"Stock Plans"), 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 1,322,440 321,000 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the PlanStock Plans. 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 . Except as provided in Section 9 of the Company's Stock Purchase Agreement dated April 2, including1985 and as contemplated under Section 6 of this Agreement, 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 presently not under any obligation and has not granted any rights to issue (i) are subject to a market stand-off restriction no less restrictive than register under the provision contained in Section 1.13 Securities Act 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 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 its presently outstanding securities or any of the Company until the Company’s initial public offeringits securities that may subsequently be issued. (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 of: (i) 125,000,000 shares of Common Stock of which, as of December 31, 2013, (x) 63,754,582 shares are issued and 63,739,607 shares are outstanding and (y) 11,369,175 shares are reserved for issuance pursuant to the ClosingCompany’s stock incentive plans, of: of which 8,712,895 shares are issuable upon the exercise of stock options outstanding on the date hereof and (aii) Preferred Stock. 25,995,396 5,000,000 shares of Preferred Stockpreferred stock, par value $0.0001 .01 per share (the “Preferred Stock”)share, 6,979,311 shares of Preferred Stock which 125,000 have been designated as Series A Junior Participating Preferred Stock, all and 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 date of this Agreement. 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 compliance with all applicable federal and state securities Laws and not in violation of which are issued and outstanding. The any preemptive rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (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 (the “Common Stock”), of which 11,208,526 shares are issued and outstandingshare. (c) The outstanding shares of Common Stock andExcept as described or referred to in Section 4.2(a) above and as provided in the Investor Agreement, 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 The issuance of the Company, including, without limitation, all outstanding shares Shares contemplated by this Agreement will also constitute the issuance of any associated rights under 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 Companydated July 13, 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 service2005, by 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.EquiServe Trust Company, N.A.

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 stock of the Company consists immediately prior to the Closing, of: (ai) Common Stock. 100,000,000 shares of Company Common Stock, 8,134,996 of which are issued and outstanding; and (ii) Preferred Stock. 25,995,396 76,862,280 shares of Company Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), 6,979,311 of which 7,500,000 shares of Preferred Stock have been designated Series A Preferred Stock, all 7,500,000 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 15,538,464 shares have been designated Series B Preferred Stock, none 15,538,464 of which are issued and outstanding, 16,823,816 shares have been designated Series C Preferred Stock, 16,152,174 of which are issued and outstanding, and 37,000,000 shares have been designated Series D Preferred Stock, 34,328,356 of which are issued and outstanding. The respective rights, restrictions, privileges and preferences of the Company Preferred Stock will be are as stated in the Company’s Amended and Restated CertificateCertificate of Incorporation filed with the Secretary of State of Delaware on August 23, 2005. (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 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 Knowledge of 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 Security or by a director of the Company other than as contemplated by this Agreement. The Company Stockholders collectively currently own, of record, and, to the Knowledge of the Company, beneficially, 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, including the Merger. (c) 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. (d) Except as set forth in Section 3.3(d) of the Company Disclosure Schedule, each series of Company Preferred Stock is presently convertible into Company Common Stock on a one-for-one basis and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Company Preferred Stock. (e) All outstanding securities Section 3.3(e) of the CompanyCompany Disclosure Schedule sets forth the name and address of record of each Securityholder and the Securities beneficially owned by each Securityholder, includingand, without limitationin the case of options, all outstanding shares of the 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) the number of shares of the Company’s capital stock each option, warrant, instrument or other right are vested with respect to securities issued to employees or exercisable for as of the Agreement Date, (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 Merger, and (v) whether or not any such options, warrants, instruments or other rights are intended to be “incentive stock options” as such term is defined in the Code. To the Knowledge of any eventthe Company, each Securityholder of record owns all beneficial interest in such Securities.

Capitalization and Voting Rights. The authorized capital of the Company consists will consist immediately prior to the Closing, of: Closing of (a) Preferred Stock. 25,995,396 1,000,000 shares of Preferred Stockpreferred stock, par value $0.0001 per share (0.0001, of which 40,000 shares will, as of the “Preferred Stock”)Closing, 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued may be sold pursuant to this Agreement and outstanding, 7,016,085 shares of Preferred Stock shall 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 the rights, privileges and preferences of the Preferred Stock will be as stated set forth in the Company’s Restated Certificate. Certificate of Designations, and (b) 200,000,000 shares of Common Stock. 45,000,000 On the date hereof, 30,557,205 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,208,526 shares Stock 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 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 holders of 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 2.3 and 2.4 of the Shareholders Agreement, (iii) the rights provided in Section 1.3, (iv) 30,427,205 warrants to purchase Common Stock pursuant to that certain Amended and Restated Investors’ Rights Agreement in Warrant Agreement, dated as of January 28, 2007 between the form attached hereto Company and American Stock Transfer & Trust Company, as Exhibit B warrant agent (the “Investors’ Rights AgreementWarrants”), and (Cv) currently outstanding options or other rights to purchase 2,288,422 up to 1,500,000 shares of Common Stock granted to employees and other service providers pursuant to stock option or stock purchase plans or agreements that may be approved by the Company’s 2008 Stock Plan (the “Plan”)Board of Directors prior to Closing, 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 or any shares of its capital stockSubsidiaries or any of their respective securities. 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 equity securities of the Company or rights exercisable or convertible for to purchase equity securities of the Company provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding securities, as the result of any merger, sale of stock or assets, change in control or other similar transaction by the occurrence Company. Neither the Company nor any of its Subsidiaries is a party or subject to any eventagreement or understanding, and, to the best of the Company’s knowledge, there is no agreement or understanding between any persons that 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 the voting by a director of the Company.

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 per share .01 (the “"Preferred Stock”"), 6,979,311 of which 2,000,000 shares of Preferred Stock have been designated Series A Preferred Stock, all 1,041,140 of which are issued and outstanding. Immediately prior to the Closing, 7,016,085 1,000,000 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 will be designated Series B Preferred Stock, none of which are issued and outstandingmay be sold pursuant to this Agreement. The rights, privileges and preferences of the Series B Preferred Stock will be as stated in the form of the Company’s Restated Certificate's Certificate of Designation attached hereto as Exhibit A to be filed immediately prior to the Closing. (b) Common Stock. 45,000,000 50,000,000 shares of common stock, par value $0.0001 .01 per share (the “"Common Stock”"), of which 11,208,526 17,253,920 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject and Series A Preferred Stock are owned by the persons and in part to the truth numbers specified on Schedule 2.2(c) hereof. (d) The outstanding shares of Common Stock and accuracy 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, or pursuant to valid exemptions therefrom. No holder of any capital stock of the Company has any put rescission or similar rights with respect to his, her or its shares. (de) 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 The Company has reserved an additional 1,322,440 14,766,649 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Planand warrants. 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 specified on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringSchedule 2.2(e). (f) No stock planSchedule 2.2(f) lists (i) all outstanding warrants, stock purchaseoptions, stock option agreements, convertible securities or other agreement commitments or understanding between instruments pursuant to which the Company and is or may become obligated to issue or sell any holder shares of any securities or rights exercisable or convertible for securities provides for acceleration its capital stock or other changes in securities and (ii) the vesting provisions number of shares of capital stock or other terms of such agreement securities the Company may become obligated to issue or understanding as the result of the occurrence of any eventsell thereunder.

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 5,000,000 shares of Preferred Stock, no par value $0.0001 per share (the “Preferred Stock”)value, 6,979,311 of which 76,000 shares of Preferred Stock have been designated as Series A Convertible 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 1,376,360 shares have been designated as Series B Convertible Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Series B Convertible Preferred Stock will be are as stated in the Company’s Restated CertificateCharter. (b) Common Stock. 45,000,000 20,000,000 shares of common stock, no par value $0.0001 per share (the “"Common Stock”"), of which 11,208,526 1,991,647 shares are issued and outstanding. On April 21, 1999, Robexx X Xxxxx, Xx. xxxchased 231,481 shares of Common Stock at a purchase price of $4.32 per share. An additional 4,000,000 shares of Common Stock are reserved for issuance pursuant to the Employee Stock Option Plan, dated April 15, 1994 (the "Option Plan"). The Company has granted options under the Option Plan to acquire a total of 902,466 shares of Common Stock. (c) The outstanding shares of Common Stock and, subject and options granted under the Option Plan are owned by the stockholders and option holders 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 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 as contemplated herein and in the Ancillary Agreements and for (Ai) the conversion privileges of the Series A B Convertible 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”), (Cii) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to under the Company’s 2008 Stock Plan (the “Option 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 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 Plansecurities. Other than the Voting Agreement Stockholder's Agreement, dated April 15, 1994 (as defined belowthe "Stockholder's 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 that affects or relates to the Common Stock or 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 5,000,000 shares of Preferred Stock, par value $0.0001 .001 per share (the “"Preferred Stock”"), 6,979,311 shares of Preferred Stock which 345,000 have been designated Series A Preferred Stock (the "Series A Preferred Stock"), all of which are issued and outstanding, 7,016,085 shares of Series A 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 Series A Preferred Stock will be are as stated in the Amended and Restated Articles of Incorporation of the Company’s Restated Certificate, as filed by the Nevada Secretary of State on December 7, 1995, as amended by that certain Certificate of Determination of the Company, as filed by the Nevada Secretary of State on December 11, 1996 (collectively, the "Articles of Incorporation"). (b) Common Stock. 45,000,000 30,000,000 shares of common stockCommon Stock, par value $0.0001 .001 per share (the “"Common Stock”"), of which 11,208,526 6,493,904 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 (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 this Agreement and the Investor's Rights Agreement, (iii) warrants to purchase up to 400,000 shares of that certain Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit B Company's Common Stock (the “Investors’ Rights Agreement”"Warrants"), (Civ) currently outstanding those certain options granted pursuant to the Company's 1995 Stock Option Plan (the "Plan"), representing options to purchase 2,288,422 purchase, in the aggregate, 742,050 shares of Common Stock granted to employees and other service providers pursuant (v) the rights provided in the draft versions of the documents with respect to the Company’s 2008 Stock Plan CPS Acquisition (the “Plan”as defined below), 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 The Company has reserved an additional 1,322,440 3,250,000 shares of its Common Stock for purchase upon exercise of options outstanding and options to be granted in the future under pursuant to the Plan. Other than All corporate action on the Voting Agreement part of the Company, its officers, directors and stockholders necessary for the approval and adoption of the Plan and the reservation of shares of Common Stock for issuance upon the exercise of stock options granted pursuant to the Plan has been taken, except for filing an Information Statement with the SEC and distributing it to the Company's shareholders, as required under Rule 14c-2. The Company will complete the SEC filing and distribute the Information Statement to its shareholders within thirty (as defined below)30) days of the Closing. Except for the voting agreement described in Section 4.9, 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 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 consists, or will consist immediately prior to the Closing, of: (a) Preferred Stock. 25,995,396 1,000,000 shares of Preferred Stock, no 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 50,000 shares have been designated as Series B A Convertible 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 Convertible Preferred Stock will be are as stated in the Company’s Restated CertificateCharter. (b) Common Stock. 45,000,000 20,000,000 shares of common stock, no par value $0.0001 per share (the “"Common Stock”"), of which 11,208,526 1,760,166 shares are issued and outstanding. An additional 4,000,000 shares of Common Stock are reserved for issuance pursuant to the Employee Stock Option Plan, dated April 15, 1994 (the "Option Plan"). The Company has granted options under the Option Plan to acquire a total of 865,276 shares of Common Stock. (c) The outstanding shares of Common Stock and, subject and options granted under the Option Plan are owned by the stockholders and option holders 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 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 Convertible 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”), (Cii) currently outstanding options to purchase 2,288,422 shares of Common Stock granted to employees and other service providers pursuant to under the Company’s 2008 Stock Plan (the “Option 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 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 Plansecurities. Other than the Voting Agreement Stockholder's Agreement, dated April 15, 1994 (as defined belowthe "Stockholder's 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 that affects or relates to the Common Stock or 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 NorthTech consists, or will consist immediately prior to the Closingclosing of the Contribution Agreement, of: (a) Preferred Stock. 25,995,396 : NorthTech is in the process of amending its authorized and its issued and outstanding share capital whereby on the date of issuance of the shares of Series "A" Preferred Stock, Stock under this Agreement NorthTech will have: 400,000,000 shares of Common Stock with a par value $0.0001 0.001 per share (of which 42,500,000 shares will be issued and outstanding on a fully diluted basis; and just prior to the “Preferred Stock”)closing of the Contribution Agreement, 6,979,311 after certain adjustments, 20,000,000 shares of Common Stock of NorthTech will be issued and outstanding on a fully diluted basis; and 100,000,000 shares of Preferred Stock with a par value of $0.001 per share of which one series or class of shares will have been designated authorized Series A "A" Preferred Stock, all of which are issued and outstanding, 7,016,085 . No preferred 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 or contemplated to be issued other than the 5,000,000 shares have been designated Series B of Class "A" Preferred Stock, none of which are issued and outstandingStock contemplated being offered under the Contribution Agreement. The rights, privileges and preferences shares of the Series "A" Preferred Stock will be as stated in carry the Company’s Restated Certificate. (b) Common Stockrights set forth on Exhibit "B" attached to this Agreement. 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 for: (A) the conversion privileges of the 5,000,000 shares of Series A Preferred Stock, Series A-1 "A" Preferred Stock and the Shares that may to be issued under this Agreement, Agreement and in the private placement being completed by NorthTech; (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 55,000,000 shares of Common Stock granted of NorthTech has agreed to employees and other service providers pursuant be issued to the Company’s 2008 Pro Transferors on closing of the Contribution Agreement; and (C) the 2,500,000 Common Stock Plan (purchase warrants to be issued as part of the “Plan”)Contribution Agreement, there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company NorthTech 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 NorthTech is not a party or subject to any agreement or understanding, and, to the Company’s best of NorthTech'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 NorthTech 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 voting agreement contemplated under the Investors’ Rights Contribution 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.