Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares, of which 131,880,176 Shares had been issued and were outstanding as of the close of business on May 4, 2023 (the “Capitalization Date”); and (ii) 33,333 shares of Company Preferred Stock, of which (x) 12,575 are designated as Series O Preferred Stock, none of which were issued and outstanding as of the Capitalization Date, (y) 4,500 are designated as Series X Preferred Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None of the outstanding shares of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entities; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares12,000,000 shares of Common Stock (with $.01 par value), of which 131,880,176 Shares had 1,301,646 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 38,254,470 shares of Company Class A Preferred StockStock (with $.01 par value), of which (x) 12,575 are designated as Series O Preferred Stock, none of which were 38,210,648 shares have been issued and are outstanding as of the Capitalization Datedate of this Agreement; (iii) 5,180,000 shares of Class B Preferred Stock (with $.01 par value), (y) 4,500 are designated as Series X Preferred Stock, 3,047 of which had 5,000,000 shares have been issued and were outstanding as are outstanding; and 4,250,000 shares of the Capitalization DateClass C Preferred Stock (with $.01 par value), and (z) 600 are designated as Series X1 Preferred Stock, all of which had 4,171,846 shares have been issued and were are outstanding. Every ten outstanding as shares of the Capitalization DateClass A Preferred Stock and Class B Preferred Stock are convertible into one share of Company Common Stock. As Each outstanding share of the Capitalization Date, no Shares were held by the Class C Preferred Stock is convertible into one share of Company in its treasuryCommon Stock. All of the outstanding Shares and outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all non-assessable, and none of the authorized shares is subject to any repurchase option or restriction on transfer, except for the repurchase option held by Xxxx X. Xxxxx, III and outstanding capital stock restrictions on transfer imposed by virtue of its Subsidiaryapplicable federal and state securities laws. (b) Under the Company Stock Plans, options to purchase 1,483,040 shares, which number includes 11,230 Class B warrants, are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) None the name of the outstanding shares holder of capital stock of the such Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightOption; (ii) none the total number of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company's common stock (the "Company Common Stock") that is subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) there are no outstanding bonds, debentures, notes or other indebtedness the term of such Company Option; (iv) the vesting schedule for such Company having a right to vote on any matters on which Option; (v) the stockholders exercise price per share of the Company have a right to voteCommon Stock purchasable under such Company Option; and (ivvi) there whether such Company Option is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under acceleration on or before the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred StockEffective Time. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as Part 2.3(b) of the Capitalization DateDisclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCompany; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entitythe Company; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any the Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock and all outstanding Company Options and Company Warrants, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the Delaware General Corporation Law and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not issued dividends, redeemed any stock or made any other distribution, or carried out a stock split, recapitalization or stock issuance of any kind since the Company's last audited financial statements. (f) Attached hereto as Exhibit F is a true and correct list of the names, addresses and number of shares owned by each of the holders of record of every class and series of capital stock of the Company as of the most recent practicable date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists ofof 30,000,000 Company Shares and 200,000 shares of preferred stock (“Preferred Shares”). As of July 30, 2008: (i) 266,500,000 Shares, of which 131,880,176 16,580,886 Company Shares had been were issued and 16,579,886 Company shares were outstanding; (ii) no Preferred Shares were outstanding; (iii) 3,043,646 Company Shares were issuable upon exercise of Company Warrants that were issued and outstanding; (iii)(A) 1,613,535 Company Shares were issuable upon exercise of options issued pursuant to the Company’s 2007 Equity Incentive Plan and (B) 600,666 Company Shares were issuable upon exercise of options issued pursuant to the Company’s 1994 Non-Qualified Stock Option Plan, as amended; and (iv) 954,545 Company Shares were issuable upon conversion of the Company Debentures. As of July 30, 2008, 1,185,694 Company Shares were reserved for future issuance pursuant to the Company’s 2007 Equity Incentive Plan, 431,797 Company Shares were reserved for future issuance pursuant to the Company’s Employee Stock Purchase Plan and 0 Company Shares were reserved for future issuance pursuant to the Company’s 1994 Non-Qualified Stock Option Plan, as amended. The Company has delivered or made available to Parent copies of each of (A) the Company Equity Plans, which cover the stock options and restricted stock awards granted by the Company that are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”); and (ii) 33,333 shares of Company Preferred Stock, of which (x) 12,575 are designated as Series O Preferred Stock, none of which were issued and outstanding as of the Capitalization Date, (y) 4,500 are designated as Series X Preferred Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Datethis Agreement, and (zB) 600 are designated as Series X1 Preferred Stock, the forms of all of which had been issued stock option agreements and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasury. All of the outstanding Shares restricted stock award agreements evidencing such options and outstanding shares of Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiaryawards. (b) Except for options, rights, securities and plans referred to in Section 3.3(a), there is no: (i) None outstanding option or right to acquire from the Company any shares of the capital stock of the Company; or (ii) outstanding security of the Company that is convertible into or exchangeable for any Company Shares. (c) There are no outstanding (i) securities of any of the Company’s Subsidiaries convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company are entitled or subject to any preemptive rightCompany, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none options, warrants, rights or other commitments or agreements to acquire from any of the outstanding Company’s Subsidiaries, or that obligate any of the Company’s Subsidiaries to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (iii) obligations of the Company are subject to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any right of first refusal in favor of the Company; (iii) there are no outstanding bondscapital stock of, debentures, notes or other indebtedness equity or voting interest (including any voting debt) in, any Subsidiary of the Company having a right to vote on any matters on which (the stockholders of the Company have a right to vote; items in clauses (i), (ii) and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect toiii), any shares of together with the capital stock of the Company Subsidiaries of the Company, being referred to which collectively as “Subsidiary Securities”) or (iv) other obligations by the Company is a partyor any of its Subsidiaries to make any payments based on the price or value of any Subsidiary Securities. The Company is not under There are no Contracts or arrangements of any obligation, or bound by kind which obligate any Contract pursuant to which it may become obligated, of the Company’s Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities ActSubsidiary Securities. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entities; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. (a) The authorized capital stock Company Capital Stock as of the Company date of this Agreement consists of: of (i) 266,500,000 Shares26,300,000 shares of Company Common Stock, par value $0.0001 per share, of which 131,880,176 Shares had 4,912,656 shares have been issued and were are outstanding as of the close date of business on May 4this Agreement, 2023 (the “Capitalization Date”); and (ii) 33,333 20,132,055 shares of Company Preferred Stockpreferred stock, par value $0.0001 per share, of which (xA) 12,575 are 8,502,752 shares have been designated as Series O A Preferred Stock, none including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which were are issued and outstanding as of the Capitalization Datedate of this Agreement, (y) 4,500 are 2,572,912 shares which have been designated as Series X Preferred Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 A-2 Preferred Stock, all of which had been are issued and were outstanding as of the Capitalization Date. As date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the Capitalization Datedate of this Agreement, no Shares were held by (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Stock have been duly authorized and validly issuedExcept as contemplated herein, and are fully paid and nonassessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None of the outstanding shares of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to which any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is a partysubject to any right of first refusal in favor of the Company. The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the CompanyCompany Common Stock or other securities. The Shares constitute the only outstanding class of securities Section 2.6(b) of the Company registered under Disclosure Schedule accurately and completely lists all repurchase rights held by the Securities ActCompany with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (c) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close date of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under this Agreement, the Company Equity Plans, (ii) 3,851,650 Shares were has reserved 3,214,926 shares of Company Common Stock for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPPPlan, (iv) 15,005,648 Shares were of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of Company Options granted under the Company WarrantsPlan, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding and 67,266 shares of Series X Preferred Company Common Stock and (vii) 6,000,000 Shares were subject remain available for future issuance pursuant to issuance upon conversion of the outstanding shares of Series X1 Preferred StockCompany Plan. Section 3.3(c2.6(c) of the Company Disclosure Schedule sets forth, forth the following information with respect to each Company Option outstanding as of the Capitalization Date, for each date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option, ; (v) the holder, date on which such Company Option was granted; (vi) the applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price including the number of vested and expiration date. Other than unvested shares as set forth in of the date of this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to Agreement; (vii) the date on which such Company Entity is a party or by which Option expires; and (viii) whether such Company Entity Option is boundan “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth in this on Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as 2.6(d) of the Capitalization DateCompany Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entitiesor any of its Subsidiaries; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any Company Entityof its Subsidiaries; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which the Company or any Company Entity of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company Ibex consists of: (i) 266,500,000 Sharesten million (10,000,000) shares of Common Stock (with no par value), of which 131,880,176 Shares had one hundred forty-one thousand sixteen (141,016) shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 five million (5,000,000) shares of Company Preferred Stock (with no par value), forty-eight thousand thirty-five (48,035) of which have been designated "Series A Preferred Stock, ," of which (x) 12,575 are designated as Series O Preferred Stock, none all of which were such shares have been issued and are outstanding as of the Capitalization Date, (y) 4,500 are designated as date of this Agreement. Each outstanding share of Series X A Preferred Stock is convertible into one share of Ibex Common Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasury. All of the outstanding Shares and outstanding shares of Company Ibex Common Stock and Series A Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all Part 2.3 of the authorized Disclosure Schedule provides an accurate and outstanding capital stock complete description of its Subsidiarythe terms of each repurchase option which is held by Ibex and to which any of such shares is subject. (b) Ibex has reserved 20,000 shares of Ibex Common Stock for issuance under its 1992 Stock Option Plan, of which options to purchase 14,731 shares are outstanding as of the date of this Agreement. Part 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Ibex Option that is outstanding as of the date of this Agreement: (i) None the name of the outstanding shares holder of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightsuch Ibex Option; (ii) none the total number of the outstanding shares of capital stock of the Company Ibex Common Stock that are subject to any right such Ibex Option and the number of first refusal in favor shares of the CompanyIbex Common Stock with respect to which such Ibex Option is immediately exercisable; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters date on which such Ibex Option was granted and the stockholders term of such Ibex Option; (iv) the Company have a right to votevesting schedule for such Ibex Option; (v) the exercise price per share of Ibex Common Stock purchasable under such Ibex Option; and (ivvi) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital whether such Ibex Option has been designated an "incentive stock option" as defined in Section 422 of the Company to which the Company is a partyCode. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as Part 2.3 of the Capitalization DateDisclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesIbex; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company EntityIbex; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any Company Entity Ibex is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of Ibex and the Designated Shareholders, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Ibex. (c) All outstanding shares of Ibex Common Stock and Series A Preferred Stock, and all outstanding Ibex Options, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3 of the Disclosure Schedule, Ibex has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of Ibex. All securities so reacquired by Ibex were reacquired in compliance with (i) the applicable provisions of the California General Corporation Law and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares141,000,000 shares of Company Common Stock (with $0.001 par value), of which 131,880,176 Shares had 30,781,034 shares have been issued and were are outstanding as of the close of business on May 4, 2023 (the “Capitalization Signing Date”); and (ii) 33,333 73,542,017 shares of Company Preferred Stock, Stock (with $0.001 par value) of which (x1) 12,575 are 4,590,000 have been designated as “Series O A Preferred Stock, none ,” all of which were have been issued and are outstanding as of the Capitalization Signing Date, ; (y2) 4,500 are 8,399,819 have been designated as “Series X B Preferred Stock, 3,047 ,” 8,014,573 shares of which had have been issued and were are outstanding as of the Capitalization Signing Date, and ; (z3) 600 are 3,846,371 have been designated as “Series X1 C Preferred Stock, all ,” 3,735,857 shares of which had have been issued and were are outstanding as of the Capitalization Signing Date; (4) 16,060,562 have been designated “Series D Preferred Stock,” 16,031,233 shares of which have been issued and are outstanding as of the Signing Date; (5) 5,027,622 have been designated “Series E Preferred Stock,” all of which have been issued and are outstanding as of the Signing Date; (6) 27,697,643 have been designated “Series G Preferred Stock,” 26,054,002 shares of which have been issued and are outstanding as of the Signing Date; and (7) 7,920,000 have been designated “Series G-1 Preferred Stock,” 4,969,219 shares of which have been issued and are outstanding as of the Signing Date. As Each outstanding share of the Capitalization Date, no Shares were held by the Company in its treasuryPreferred Stock is convertible into one share of Company Common Stock. All of the outstanding Shares and outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all Part 2.3(a) of the authorized Disclosure Schedule provides an accurate and outstanding capital stock complete description of its Subsidiarythe terms of each repurchase option which is held by the Company and to which any of such shares is subject. (b) (i) None The Company has reserved 5,268,032 shares of Company Common Stock for issuance under the 2009 Equity Plan, of which options to purchase 25,000 shares are outstanding as of the outstanding Signing Date. Options to purchase 18,734,454 shares of capital stock Company Common Stock are outstanding as of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (iiSigning Date under the 1999 Stock Plan and no shares remain available for issuance thereunder. Part 2.3(b) none of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding shares of capital stock as of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Signing Date: (i) 25,496,529 Shares were subject to issuance pursuant to the name of the holder of such Company Options granted and outstanding under the Company Equity Plans, Option; (ii) 3,851,650 Shares were reserved for future issuance under the total number of shares of Company Equity Plans, Common Stock that are subject to such Company Option; (iii) 830,600 Shares were reserved for future issuance under the date on which such Company ESPP, Option was granted and the term of such Company Option; (iv) 15,005,648 Shares were reserved the vesting commencement date and schedule for issuance under such Company Option and the 2022 Sale Agreement, extent to which the vesting schedule will be accelerated as a result of the Merger (whether alone or in connection with subsequent or additional events); (v) 169,014 Shares were subject to issuance upon the exercise price (or purchase price) per share of the Company Warrants, Common Stock purchasable under such Company Option; (vi) 30,470,000 Shares were subject to issuance upon conversion whether such Company Option has been designated (or represents shares purchased under) an “incentive stock option” as defined in Section 422 of the outstanding shares of Series X Preferred Stock Code; and (vii) 6,000,000 Shares were subject to issuance upon conversion the residence or domicile of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entities; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.person holding an Company

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares25,000,000 shares of Company Common Stock (with $0.001 par value), of which 131,880,176 Shares had 7,340,863 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 5,372,500 shares of Company Preferred Stock (with $0.001 par value) which have been designated "Series A Preferred Stock, ," of which (x) 12,575 are designated as Series O Preferred Stock, none of which were 5,335,000 shares have been issued and are outstanding as of the Capitalization Date, date of this Agreement; (yiii) 4,500 are 3,100,000 shares of Company Preferred Stock (with $0.001 par value) which have been designated as "Series X B Preferred Stock, 3,047 ," of which had 2,884,448 shares have been issued and were are outstanding as of the Capitalization Date, date of this Agreement; and (ziv) 600 are 4,100,000 shares of Company Preferred Stock (with $0.001 par value) which have been designated as "Series X1 C Preferred Stock, all ," of which had 3,992,497 shares have been issued and were are outstanding as of the Capitalization Datedate of this Agreement. As of the Capitalization Date, no Shares were held Except as contemplated by the Recapitalization Transaction (as defined in Section 4.4 hereof), each outstanding share of Company in its treasuryPreferred Stock is convertible into one share of Company Common Stock. All of the outstanding Shares and outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all Part 2.3(a) of the authorized Disclosure Schedule provides an accurate and outstanding capital stock complete description of its Subsidiarythe terms of each repurchase option which is held by the Company and to which any of such shares is subject. (b) The Company has reserved 4,929,449 shares of Company Common Stock for issuance under the Stock Plan, of which options to purchase 3,364,955 shares are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) None the name of the outstanding shares holder of capital stock of the such Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightOption; (ii) none the total number of the outstanding shares of capital stock of the Company Common Stock that are subject to any right of first refusal in favor of the Companysuch Company Option ; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters date on which such Company Option was granted and the stockholders term of such Company Option; (iv) the vesting commencement date for such Company have a right to voteOption; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (ivvi) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Company to which the Company is a partyCode. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as Part 2.3(b) of the Capitalization DateDisclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entitiesor the Subsidiary; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any the Company Entityor the Subsidiary; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any Company Entity Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to 11. the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any Acquired Corporation. (c) All outstanding shares of Company Common Stock and Company Preferred Stock and all outstanding Company Options have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. Except as set forth on Part 2.3(c) of the Disclosure Schedule, there are no preemptive rights applicable to any shares of capital stock of any Acquired Company, nor other rights to subscribe for or purchase securities of any Acquired Company. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, no Acquired Company has repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities, other than a repurchase of unvested shares and shares subject to repurchase rights on the termination of employment or consulting services. All securities so reacquired by the Acquired Company were reacquired in compliance with (i) all applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares77,016,325 shares of Common Stock, $0.01 par value (the “Company Common Stock”), of which 131,880,176 Shares had 1,912,634 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 63,993,763 shares of Company Preferred Stock, $0.01 par value, 21,388,357 of which (x) 12,575 are have been designated as “Series O C-1 Preferred Stock, none ,” of which were 20,767,321 shares have been issued and are outstanding as of the Capitalization Datedate of this Agreement, (y) 4,500 are 7,949,214 of which have been designated as “Series X C-2 Preferred Stock, 3,047 ,” all of which had shares have been issued and were are outstanding as of the Capitalization Datedate of this Agreement, and (z) 600 are 34,656,192 of which have been designated as “Series X1 D Preferred Stock, ,” all of which had shares have been issued and were are outstanding as of the Capitalization Datedate of this Agreement. As Each outstanding share of the Capitalization Date, no Shares were held by the Series C-1 Preferred Stock is convertible into one share of Company in its treasuryCommon Stock. Each outstanding share of Series C-2 Preferred Stock is convertible into one share of Company Common Stock. Each outstanding share of Series D Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding Shares and outstanding shares of Company Common Stock and Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all Part 2.3(a) of the authorized Disclosure Schedule provides an accurate and outstanding capital stock complete description of its Subsidiarythe terms of each repurchase option which is held by the Company and to which any of such shares is subject. (b) The authorized share capital of the Subsidiary consists of 40,000 New Israeli Shekels (“NIS”) consisting of 4,000,000 ordinary shares of a nominal value of NIS 0.01 each (the “Subsidiary Ordinary Shares”), of which 1,000 shares of Subsidiary Ordinary Shares are issued and are outstanding all of which are held by the Company. (c) Part 2.3(c) of the Disclosure Schedule sets forth, with respect to each Company Option and each Company Warrant that is outstanding as of the date of this Agreement and each other right to acquire the Company’s or the Subsidiary’s capital stock or share capital (including any anti-dilution or similar rights) (each, a “Company Capital Stock Right”): (i) None the name of the outstanding shares holder of capital stock of the such Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightCapital Stock Right; (ii) none the total number of the outstanding shares of capital stock of the Company Common Stock that are subject to any right such Company Capital Stock Right and the number of first refusal in favor shares of Company Preferred Stock or Company Common Stock with respect to which such Company Capital Stock Right is immediately exercisable (including the number of shares of such capital stock that are issuable on a net exercise basis if exercised immediately prior to the Effective Time of the CompanyMerger) ; (iii) there are no outstanding bonds, debentures, notes or other indebtedness the total number of vested shares for such Company Capital Stock Right (and any acceleration thereof as a result of the Company having a right to vote on any matters on which the stockholders of the Company have a right to voteMerger); and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any per share of Company Entity to which Common Stock purchasable under such Company Entity is a party or by which such Company Entity is boundCapital Stock Right. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entities; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of (i) 266,500,000 SharesFifty-Five Million Two Hundred Seventy Thousand (55,270,000) shares of Company Common Stock, par value $0.001 per share, of which 131,880,176 Shares had been Five Million Three Hundred Seventy Seven Thousand Six Hundred Sixty (5,377,660) shares are issued and were outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 Forty-Two Million Two Hundred Twelve Thousand (42,212,000) shares of Company Preferred Stock, with a par value of $0.001 per share, of which (xA) 12,575 Fourteen Million Seven Hundred Twenty Thousand (14,720,000) shares are designated as Series O A Preferred Stock, none of which were Fourteen Million Five Hundred Thousand (14,500,000) shares are issued and outstanding as of the Capitalization Dateoutstanding, (yB) 4,500 Eight Million Six Hundred Thousand (8,600,000) shares are designated as Series X Preferred Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 B Preferred Stock, all of which had been shares are issued and were outstanding outstanding, and (C) Eighteen Million Eight Hundred Ninety-Two Thousand (18,892,000) shares are designated as Series C Preferred Stock, of the Capitalization Datewhich Seventeen Million Three Hundred Thirty-Nine Thousand One Hundred Twelve (17,339,112) shares are issued and outstanding. As The Company does not hold any shares of the Capitalization Date, no Shares were held by the Company its capital stock in its treasury. All of the outstanding Shares and outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all Except as set forth in Part 2.3(a) of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None Company Disclosure Schedule, none of the outstanding shares of capital stock of the Company are Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) right and none of the outstanding shares of capital stock of the Company are Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes . Except as contemplated herein or other indebtedness of as set forth in the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) Disclosure Schedule, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Common Stock or Company is a partyPreferred Stock. The Company is not under any obligation, or nor is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Common Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entities; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.. Part

Capitalization, Etc. (aA) The authorized capital stock of the Company consists of: of 33,000,000 shares of Common Stock (i) 266,500,000 Sharesno par value per share), of which 131,880,176 Shares had 12,861,496 shares have been issued and were are outstanding as of the close date of business on May 4this Agreement, 2023 (the “Capitalization Date”); and (ii) 33,333 1,142,295 shares of Company Series A Preferred StockStock (no par value per share), of which (x) 12,575 are designated as Series O Preferred Stock, none of which were 767,295 shares have been issued and are outstanding as of the Capitalization Datedate of this Agreement, 912,500 shares of Series B Preferred Stock (y) 4,500 are designated as Series X Preferred Stockno par value per share), 3,047 of which had 855,000 shares have been issued and were are outstanding as of the Capitalization Datedate of this Agreement and 10,025,000 shares of Series C Preferred Stock (no par value per share), and (z) 600 are designated as Series X1 Preferred Stock, all of which had 1,373,750 shares have been issued and were are outstanding as of the Capitalization Date. As date of this Agreement (the Capitalization DateCompany's Series A Preferred Stock, no Shares were held by Series B Preferred Stock and Series C Preferred Stock shall be collectively referred to herein as the "COMPANY PREFERRED STOCK" and, together with the Company in its treasuryCommon Stock, shall be referred to as the "COMPANY STOCK"). Each outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding Shares and outstanding shares of Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all As of the authorized and outstanding capital stock date of its Subsidiary. (b) (i) None of this Agreement, the outstanding shares of capital stock Company Stock are held by the Persons, with the addresses of record and in the amounts set forth in Part 2.3(a) of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a partyDisclosure Schedule. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(cPart 2.3(a) of the Company Disclosure Schedule also provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. (B) The Company has reserved 6,137,499 shares of Company Common Stock for issuance under its 1998 Stock Option Plan, of which options to purchase 3,239,894 shares are outstanding as of the date of this Agreement. Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the Capitalization Date, for each date of this Agreement: (i) the name of the holder of such Company Option, ; (ii) the holder, applicable Company Equity Plan governing the Company Option, grant date, total number of Shares shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards Common Stock with respect to any Company Entity to which such Company Entity Option is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently immediately exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entities; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares the date on which such Company Option was granted and the term of the capital stock or other securities of any such Company EntityOption; or (iv) stockholder rights plans the vesting schedule for such Company Option; (or similar plans commonly referred v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an ISO. (C) Part 2.3(c)(i) of the Company Disclosure Schedule accurately sets forth, with respect to as a “poison pill”each convertible debenture issued to any Person: (A) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any the name of the holder of such convertible debenture; (B) the total number of shares of its capital stock or any other securitiesCompany Stock that are subject to such convertible debenture; (C) the number of shares of Company Stock with respect to which such convertible debenture is immediately exercisable and (D) the term of such convertible debenture.

Capitalization, Etc. As of the date hereof, UOL's authorized capitalization consists of (a) The authorized capital stock 36,000,000 shares of the Company consists of: (i) 266,500,000 SharesCommon Stock, par value $0.01 per share, of which 131,880,176 Shares had been 9,777,524 shares are issued and were outstanding as of the close of business on May 4, 2023 (the “Capitalization Date”); and (iib) 33,333 34,000,000 shares of Company Preferred Stock, par value $0.01 per share, of which (x) 12,575 are 12,000,000 shares have been designated as "Series O A Preferred Stock" (and there are now outstanding 4,742,406 of such Series A Preferred Stock), 6,000,000 shares have been designated "Series B Preferred Stock" (and there are now none outstanding) and 6,000,000 shares have been designated "Series B-1 Preferred Stock" (and there are now outstanding 2,187,500 of which were issued and outstanding as such Series B-1 Preferred Stock). The Common Stock issuable upon exercise of the Capitalization Date, (y) 4,500 are designated as Series X Preferred Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Stock Warrants to be acquired pursuant to this agreement have been duly authorized and validly reserved for issuance and, upon issuance, will be duly and validly issued, and are fully paid and nonassessablenon-assessable and will be free of restrictions on transfer, except pursuant to applicable federal and state securities laws. The Company owns all All corporate action on the part of UOL and stockholders thereof, if necessary, for the authorized authorization, execution and outstanding capital stock delivery of its Subsidiary. (b) (i) None this agreement and the Warrants contemplated hereby, and the authorization, issuance or reservation for issuance of such Warrants and the outstanding shares of capital stock of Common Stock issuable upon exercise thereof has been taken. Except as set forth on SCHEDULE 7.2 or as contemplated by the Company are entitled or subject to any preemptive rightWarrants issuable hereunder, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of or other securities of any Company Entity; (ii) outstanding subscriptions, options, callswarrants, warrants or rights (whether including conversion or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stockpre-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entities; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”emptive rights) or Contracts under which any Company Entity is agreements for the purchase or may become obligated to sell or otherwise issue acquisition from UOL of any shares of its capital stock or any other securitiesrights which permit or allow a holder of securities of UOL to cause UOL to file a registration statement or which permit or allow the holder thereof to include securities of UOL in a registration statement filed by UOL.

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of: (i) 266,500,000 Shares20,000,000 shares of Common Stock, of which 131,880,176 Shares had 2,891,546 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 7,500,000 shares of Company Preferred Stock, of which 761,903 are undesignated Preferred Stock (x) 12,575 none of which are outstanding), 125,000 are designated as Series O A Redeemable Preferred Stock, none par value $10.00 per share, 518,841 are designated Series B Convertible Preferred Stock, par value $4.492 per share, 1,418,200 are designated Series C Convertible Preferred Stock, par value $.001 per share, 630,756 are designated Series C1 Convertible Preferred Stock, par value $.001 per share, 2,230,260 are designated Series D Convertible Preferred Stock, par value $.001 per share, 1,003,617 are designated Series D1 Convertible Preferred Stock, par value $.001 per share, and 811,423 are designated Series E Convertible Preferred Stock, par value $.001 per share, of which were the Company. 125,000, 445,263, 1,418,200, 630,756, 2,140,873, 0, and 811,423 shares of Series A Redeemable Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series C1 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series D1 Convertible Preferred Stock and Series E Convertible Preferred Stock, respectively, have been issued and are outstanding as of the Capitalization Date, date of this Agreement. Part 2.3(a) of the Company Disclosure Schedule sets forth the number of shares of Company Common Stock into which each outstanding share of each series the Company Preferred Stock (y) 4,500 are designated as Series X other than undesignated Company Preferred Stock, 3,047 of which had been issued and were outstanding ) is convertible as of the Capitalization Date, and (zdate of this Agreement. Except as set forth in Part 2.3(a) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization DateCompany Disclosure Schedule, no Shares were held by the Company does not hold any shares of its capital stock in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all As of the authorized and outstanding capital stock date of its Subsidiary. (bthis Agreement, there are no shares of Company Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a) of the Company Disclosure Schedule: (i) None none of the outstanding shares of capital stock of the Company are Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance to maintain interest or any similar right; (ii) none of the outstanding shares of capital stock of the Company are Stock is subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Stock. None of the Company to which the Company Acquired Corporations is a party. The Company is not under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities ActStock. (cb) As of the close date of business on this Agreement, 3,200,000 shares of undesignated Company Preferred Stock (which will be designated pursuant to the Capitalization Date: (iCompany Charter Amendment) 25,496,529 Shares were subject to and 1,185,000 shares of Company Common Stock are reserved for future issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred StockOptions. Section 3.3(cPart 2.3(b) of the Company Disclosure Schedule sets forth, forth the following information with respect to each Company Option outstanding as of the Capitalization Date, for each Company Option, date of this Agreement: (i) the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity particular plan (if any) pursuant to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of or other securities of any Company EntityOption was granted; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares the name of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entitiesoptionee; (iii) outstanding securitiesthe class, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any series and number of shares of the capital stock or other securities of any Company EntityStock subject to such Company Option; or (iv) stockholder rights plans the exercise price of such Company Option; (or similar plans commonly referred v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, and the extent to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.which

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares800,000 shares, no par value, of common stock, of which 131,880,176 Shares had 500,000 have been designated “Class A Voting Common Stock,” of which 156,486 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (this Agreement; and of which 100,000 have been designated “Class B Voting Common Stock,” of which 79,830 shares have been issued and are outstanding as of the date of this Agreement; and of which 100,000 have been designated “Capitalization Date”)Class C Voting Common Stock,” of which 53,220 shares have been issued and are outstanding as of the date of this Agreement; and of which 100,000 have been designated “Class D Voting Common Stock,” of which 28,292 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 33,333 100,000 shares of Company Preferred Stockpreferred stock, no par value, of which (x) 12,575 none are designated as Series O Preferred Stock, none of which were issued and outstanding as of the Capitalization Date, (y) 4,500 are designated as Series X Preferred date of this Agreement. Each share of the Class B Voting Common Stock, 3,047 of which had been issued and were outstanding as of the Capitalization DateClass C Voting Common Stock, and (z) 600 are designated as Series X1 Preferred the Class D Voting Common Stock is convertible into one share of Class A Voting Common Stock in accordance with the Company’s charter. The Company has reserved sufficient shares of Class A Voting Common Stock for issuance upon conversion of all the Class B Voting Common Stock, all of which had been issued Class C Voting Common Stock, and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasuryClass D Voting Common Stock. All of the outstanding Shares and outstanding shares of Company Preferred Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The All outstanding shares of Company owns Common Stock and all of the authorized outstanding Company Options have been issued and outstanding capital stock of its Subsidiary. (b) granted in material compliance with (i) None all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in the Company Constituent Documents and applicable Company Contracts. Except as set forth in Part 2.3(a) of the outstanding Company Disclosure Schedule, there are no repurchase options which are held by the Company and to which any shares of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Actsubject. (cb) As of the close of business on the Capitalization Date: The Company has reserved (i) 25,496,529 Shares were subject to 64,710 shares of Company Common Stock for issuance pursuant to Company Options granted and outstanding under the Company Equity Stock Option Plans, of which options to purchase 34,697 shares of Company Common Stock are outstanding as of the date of this Agreement and all of such options are for the purchase of Class A Voting Common Stock, (ii) 3,851,650 Shares were has reserved 40,802 shares of Company Common Stock for future issuance under Company Equity Plansa warrant issued to the Subordinated Debt Holder, and (iii) 830,600 Shares were has reserved 12,000 shares of Company Common Stock for future issuance under options granted other than under the Company ESPP, (iv) 15,005,648 Shares were reserved Stock Option Plans and all of such options are for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise purchase of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Class A Voting Common Stock. Section 3.3(cPart 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each Company Option outstanding as of the Capitalization Date, for each date hereof (whether vested or unvested): (i) the name of the holder of such Company Option, ; (ii) the holder, applicable Company Equity Plan governing the Company Option, grant date, total number of Shares shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards Common Stock with respect to any Company Entity to which such Company Entity Option is a party or by immediately exercisable; (iii) the date on which such Company Entity is bound. Option was granted and the term of such Company Option; (div) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an “incentive stock option” as defined in Section 422 of the Code. Except as for Company Options granted pursuant to the Company Stock Option Plans and set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as on Part 2.3(b) of the Capitalization DateCompany Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCompany; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entitythe Company; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any the Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiessecurities of the Company; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company (clauses (i) through (iv) above, collectively “Company Rights”). Except as set forth on Part 2.3(b) of the Company Disclosure Schedule, the Company has not issued any debt securities which grant the holder thereof any right to vote on, or veto, any actions by the Company. (c) All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, and, except as set forth on Part 2.3(c) of the Company Disclosure Schedule, are free and clear of any Encumbrances. (d) Since the date of the Balance Sheet, except as set forth in Part 2.3(d) of the Company Disclosure Schedule, the Company has not repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the Tennessee Business Corporation Act (the “TBCA”) and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (aA) Attached hereto as Part 2.3 of the Company Disclosure Schedule is the list of all the holders of shares of capital stock of the Company setting forth, opposite the name of such holders, the number of shares of capital stock of the Company held by such holders. The authorized capital stock of the Company consists of: (i) 266,500,000 SharesCompany, of which 131,880,176 Shares had been issued and were outstanding as of the close date hereof, consists of business on May 4, 2023 (the “Capitalization Date”); and (ii) 33,333 shares of Company Preferred Stock434,000,000 shares, of which (xi) 12,575 210,000,000 are designated as Series O Preferred shares of Class A Common Stock, $0.001 par value per share (the "CLASS A COMMON STOCK"), none of which were are issued and outstanding outstanding, (ii) 87,000,000 are shares of Class B Common Stock, $0.001 par value per share (the "CLASS B COMMON STOCK"), none of which shares are issued and outstanding, (the Class A Common Stock and Class B Common Stock being collectively referred to as the "COMPANY COMMON STOCK"), and (iii) 137,000,000 are shares of Preferred Stock, $0.001 par value per share (the "COMPANY PREFERRED STOCK"), of which 87,000,000 are designated shares of Series A Preferred Stock, $0.001 par value per share, 85,270,402 of which are issued and outstanding. The Company has also issued the Promissory Notes, each of which is convertible into equity securities of the Company in accordance with its terms. (B) The rights, preferences, privileges and restrictions of the Company Shares are as stated in the certificate of incorporation of the Company, as amended. The Company Preferred Stock is convertible into Class B Common Stock on a one-for-one basis as of the Capitalization Date, (y) 4,500 are designated as Series X Preferred Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasurydate hereof. All of the outstanding Company Shares and outstanding shares of Company Preferred Stock (i) have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable and free of any Encumbrances, PROVIDED, HOWEVER, that the Company Shares may be subject to restrictions on transfer as set forth in the Bylaws, the Stockholders' Agreement dated August 3, 2001 or under state and/or federal securities laws and (ii) were issued and sold in accordance with federal and applicable state securities laws and were not issued in violation of any statutory preemptive or other similar rights granted by the Company. The Company owns all There are no outstanding subscriptions, warrants, options, calls, rights of the authorized and outstanding capital stock first offer, rights of its Subsidiary. (b) (i) None first refusal, tag along rights, drag along rights, or commitments or rights of the outstanding any character relating to or entitling any person to purchase or otherwise acquire any shares of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of directly from the Company are subject to any right of first refusal in favor of the Company; (iii) and there are no outstanding bonds, debentures, notes obligations or other indebtedness of securities having the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting may vote or registration of, convertible into or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any exchangeable for shares of capital stock of the Company or any commitments of any character relating to or entitling any person to purchase or otherwise acquire any such obligations or securities from the Company. There are no stockholder agreements, voting trusts, proxies or other agreements, instruments or understandings with respect to the purchase, sale or voting of the outstanding shares of Company Shares to which the Company is a party and to which any other Person is a party. The There are no Contracts under which the Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the CompanyCompany Shares. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business has not declared or paid any dividends on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entities; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesstock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares20,000,000 shares of Common Stock (par value $.001 per share), of which 131,880,176 Shares had 4,102,892 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 7,500,000 shares of Company Preferred Stock (par value $.001 per share), 1,689,124 of which have been designated "Series A Preferred Stock, ," of which (x) 12,575 are designated as Series O Preferred Stock, none of which were 1,689,124 shares have been issued and are outstanding as of the Capitalization Datedate of this Agreement, (y) 4,500 are designated as 1,700,000 of which have been designed "Series X B Preferred Stock, 3,047 ," of which had 1,655,629 shares have been issued and were are outstanding as of the Capitalization Datedate of this Agreement, and (z) 600 are 900,000 of which have been designated as "Series X1 C Preferred Stock, all ," of which had 862,068 have been issued and were are outstanding as of the Capitalization Datedate of this Agreement. As Each outstanding share of the Capitalization Date, no Shares were held by the Company in its treasuryPreferred Stock is convertible into one share of Company Common Stock. All of the outstanding Shares and outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all Part 2.3 of the authorized Disclosure Schedule provides an accurate and outstanding capital stock complete description of its Subsidiarythe terms of each repurchase option which is held by the Company and to which any of such shares is subject. (b) The Company has reserved 2,268,915 shares of Company Common Stock for issuance under its Stock Option Plan, of which options to purchase 865,570 shares are outstanding as of the date of this Agreement. Part 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) None the name of the outstanding shares holder of capital stock of the such Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightOption; (ii) none the total number of the outstanding shares of capital stock of the Company Common Stock that are subject to any right such Company Option and the number of first refusal in favor shares of the CompanyCompany Common Stock with respect to which such Company Option is immediately exercisable; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters date on which such Company Option was granted and the stockholders term of such Company Option; (iv) the vesting schedule for such Company have a right to voteOption; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the whether such Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized Option has been designated an "incentive stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except " as set forth defined in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entities; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.422

Capitalization, Etc. (a) The authorized capital stock Company Capital Stock as of the Company date of this Agreement consists of: of (i) 266,500,000 Shares11,500,000 shares of Company Common Stock, par value $0.00001 per share, of which 131,880,176 Shares had been issued and were outstanding as of the close of business on May 4, 2023 (the “Capitalization Date”); and (ii) 33,333 4,279,705 shares of Company Preferred Stock, of which (x) 12,575 are designated as Series O Preferred Stock, none of which were issued and outstanding as of the Capitalization Datedate of this Agreement, (yii) 4,500 are 4,350,000 shares of preferred stock, par value $0.00001 per share, of which (A) 371,396 shares have been designated as “Series X A Preferred Stock, 3,047 ” and of which had been 371,396 shares are issued and were outstanding as of the Capitalization Datedate of this Agreement (the “Series A Preferred Stock”), and (zB) 600 are 1,071,240 shares have been designated as “Series X1 B Preferred Stock, all ” and of which had been 1,071,237 shares are issued and were outstanding as of the Capitalization Date. As date of this Agreement (the “Series B Preferred Stock”), (C) 1,345,700 shares have been designated as “Series C Preferred Stock” and of which 1,345,700 shares are issued and outstanding as of the Capitalization Datedate of this Agreement (the “Series C Preferred Stock)” and (D) 1,135,650 shares have been designated as “Series D Preferred Stock” and of which no shares are issued and outstanding as of the date of this Agreement (the “Series D Preferred Stock,” and, no Shares were held by collectively with the Series A Preferred Stock, the Series B Preferred Stock, and the Series C Preferred Stock, the “Company Preferred Stock”). The Company does not hold any shares of its capital stock in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Stock have been duly authorized and validly issuedExcept as contemplated herein, and are fully paid and nonassessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None of the outstanding shares of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock or Company Preferred Stock. An aggregate of 2,788,333 shares of Company Common Stock are issuable upon conversion of the Company to which Preferred Stock. (b) All of the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances, other than those imposed by relevant securities laws. None of the Company. The Shares constitute the only outstanding class shares of securities Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of the Company registered under the Securities Actparticipation, right of maintenance or any similar right. (c) Except for the Company’s 2016 Equity Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the close date of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under this Agreement, the Company Equity Plans, (ii) 3,851,650 Shares were has reserved 3,217,700 shares of Company Common Stock for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPPPlan, (iv) 15,005,648 Shares were of which 65,000 shares have been issued and are currently outstanding, 2,270,079 shares have been reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of Company Options granted under the Company WarrantsPlan, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding and 882,621 shares of Series X Preferred Company Common Stock and (vii) 6,000,000 Shares were subject remain available for future issuance pursuant to issuance upon conversion of the outstanding shares of Series X1 Preferred StockCompany Plan. Section 3.3(c2.6(c) of the Company Disclosure Schedule sets forth, forth the following information with respect to each Company Option outstanding as of the Capitalization Date, for each date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option, ; (v) the holder, date on which such Company Option was granted; (vi) the applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price including the number of vested and expiration date. Other than unvested shares as set forth in of the date of this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to Agreement; (vii) the date on which such Company Entity is a party or by which Option expires; and (viii) whether such Company Entity Option is boundan “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Caladrius an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth in this on Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as 2.6(d) of the Capitalization DateCompany Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entitiesor any of its Subsidiaries; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any Company Entityof its Subsidiaries; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which the Company or any Company Entity of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that is reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares100,000,000 shares of Common Stock ("Company Common Stock"), of which 131,880,176 Shares had 19,926,500 shares have been issued and were are outstanding as of the close date of business on May 4this Agreement, 2023 (the “Capitalization Date”); and (ii) 33,333 11,250,000 shares of Company Series A Preferred Stock ("Series A Preferred Stock, of which (x) 12,575 are designated as Series O Preferred Stock, none of which were issued and outstanding as of the Capitalization Date, (y) 4,500 are designated as Series X Preferred Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock"), all of which had have been issued and were outstanding as are outstanding, and (iii) 23,884,960 shares of the Capitalization Date. As Series B Preferred Stock ("Series B Preferred Stock"), 17,052,314 of the Capitalization Date, no Shares were held by the Company in its treasurywhich have been issued and are outstanding. All of the outstanding Shares and outstanding shares of Company Common Stock, Series A Preferred Stock and Series B Preferred Stock (collectively, "Outstanding Company Capital Stock") have been duly authorized and validly issued, and are fully paid and nonassessable. The All shares of Outstanding Company owns Capital Stock and all outstanding Company Options and Company Warrants, have been issued and granted in compliance with (i) all applicable state, federal and international securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. Part 2.3(a) of the authorized Company Disclosure Schedule provides a description of the terms of each repurchase option which is held by the Company and outstanding to which any shares of capital stock of its Subsidiarythe Company are subject. (b) The Company has reserved 15,295,861 shares of Company Common Stock for issuance pursuant to options to purchase Company Common Stock under the Company Stock Option Plans and options to purchase 6,897,436 shares are outstanding under the Company Stock Option Plans. Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each option to purchase Common Stock of the Company outstanding as of the date hereof (whether vested or unvested) (the "Company Options"): (i) None the name of the holder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such Company Option including relevant information regarding accelerated vesting that may occur as result of the Merger or as the result of achieving performance goals; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in the Company Disclosure Schedule, there are (i) no equity securities of any class of any Acquired Entity, or any securities exchangeable into or exercisable for such equity securities, issued, reserved for issuance, or outstanding and (ii) no outstanding subscriptions, options, warrants, puts, calls, rights, or other commitments or agreements of any character to which an Acquired Entity is a party or by which it is bound obligating an Acquired Entity to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any equity securities of an Acquired Entity or obligating an Acquired Entity to grant, extend, accelerate the vesting of, change the exercise price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement (the "Company Rights"). Other than pursuant to the Voting Agreement or class voting as provided in the Company's Articles of Incorporation, there are no contracts, commitments or agreements relating to voting, purchase or sale of any Acquired Entity's equity (i) between or among an Acquired Entity and any of its shareholders, equity holders or holders of ownership interests, as applicable under Legal Requirements, or (ii) to any Acquired Entity's knowledge, between or among any of that entity's shareholders, equity holders or holders of ownership interests, as applicable under Legal Requirements. (c) All of the outstanding shares of capital stock of the Company are entitled or subject to any preemptive rightSubsidiaries have been duly authorized, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no validly issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 are fully paid and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked tononassessable, or the value of which is local Legal Requirement equivalent, and have been issued in any way based on or derived from compliance with all applicable securities Legal Requirements in the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entities; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesrelevant jurisdictions.

Capitalization, Etc. (a) The As of the date hereof, the authorized capital stock of the Company consists of: (i) 266,500,000 Shares, of which 131,880,176 Shares had been issued 350,000,000 shares of Company Common Stock and were outstanding as of the close of business on May 4, 2023 (the “Capitalization Date”); and (ii) 33,333 256,369,840 shares of Company Preferred Stock; 9,363,187 shares of Company Preferred Stock have been designated Series 1 Preferred Stock, 20,781,845 shares of which (x) 12,575 are Company Preferred Stock have been designated as Series O 2-A(1) Preferred Stock, none 5,107,484 shares of which were issued and outstanding as of the Capitalization Date, (y) 4,500 are Company Preferred Stock have been designated as Series X 2-A(2) Preferred Stock, 3,047 27,709,127 shares of which had Company Preferred Stock have been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 2-B(1) Preferred Stock, all 39,919,846 shares of which had Company Preferred Stock have been issued designated as Series 2-B(2) Preferred Stock, 80,225,978 shares of Company Preferred Stock have been designated as Series 3 Preferred Stock, 5,262,373 shares of Company Preferred Stock have been designated as Series 3-B Preferred Stock and were outstanding 68,000,000 shares of Company Preferred Stock have been designated as of the Capitalization DateSeries 4 Preferred Stock. As of the Capitalization Datedate hereof, no Shares were held by the there are 1,291,526 shares of Company Common Stock validly issued and outstanding, 9,090,635 shares of Series 1 Preferred Stock validly issued and outstanding, 20,781,845 shares of Series 2-A(1) Preferred Stock validly issued and outstanding, 4,677,457 shares of Series 2-A(2) Preferred Stock validly issued and outstanding, 27,709,127 shares of Series 2-B(1) Preferred Stock validly issued and outstanding, 39,346,310 shares of Series 2-B(2) Preferred Stock validly issued and outstanding, 78,843,653 shares of Series 3 Preferred Stock validly issued and outstanding, 5,262,373 shares of Series 3-B Preferred Stock validly issued and outstanding and 67,603,974 shares of Series 4 Preferred Stock validly issued and outstanding. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding Shares and outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiarynon-assessable. (b) (i) None of the outstanding shares of capital stock of the Company are Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) right and none of the outstanding shares of capital stock of the Company are Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds. Except as contemplated herein, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Common Stock or Company is a partyPreferred Stock. The Company is not under any obligation, or nor is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the CompanyCompany Common Stock or other securities. The Shares constitute the only outstanding class of securities Part 2.3(b) of the Company registered Disclosure Schedule accurately and completely describes all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and Company Preferred Stock, and specifies, with respect to such repurchase rights, each holder of Company Common Stock or Company Preferred Stock, the date of purchase of such Company Common Stock or Company Preferred Stock, the number of shares of Company Common Stock or Company Preferred Stock subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse, and whether the Securities Act. (cholder of such Company Common Stock or Company Preferred Stock filed an election under Section 83(b) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject Code with respect to issuance pursuant to such Company Options granted and outstanding under the Common Stock or Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion within 30 days of the outstanding shares of Series X1 Preferred Stockpurchase. Section 3.3(cPart 2.3(b) of the Company Disclosure Schedule sets forth, as forth the number of shares of Company Common Stock received upon the conversion of one share of Company Preferred Stock. (c) Except for the Company stock option plans identified in Part 2.3(c) of the Capitalization Date, for each Company OptionDisclosure Schedule (the “Company Stock Option Plans”), the holderCompany does not have any stock option plan or any other plan, applicable Company Equity Plan governing the Company Optionprogram, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved agreement or arrangement providing for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights any equity or equity-based awards compensation for any Person. Part 2.3(c) of the Company Disclosure Schedule sets forth the following information with respect to any each Company Entity Option outstanding as of the date of this Agreement: (i) the name of the optionholder; (ii) the number of shares of Company Common Stock subject to such Company Option; (iii) the exercise price of such Company Option; (iv) the date on which such Company Entity is a party or by Option was granted; (v) the applicable vesting schedule, including the number of vested and unvested shares; (vi) the date on which such Company Entity Option expires; and (vii) whether such Company Option is boundan “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Castle accurate and complete copies of all stock option plans pursuant to which the Company has ever granted stock options, and the forms of all stock option agreements evidencing such options. The Company has provided Castle with copies of any valuation reports, to the extent obtained, utilized for determining the exercise price of each Company Option for purposes of demonstrating compliance with Section 409A of the Code. (d) Except Part 2.3(d) of the Company Disclosure Schedule sets forth the following information with respect to each Company Warrant outstanding as set forth in of the date of this Section 3.3 and except for Shares issuable upon Agreement: (i) the name of the warrantholder; (ii) the number of shares of Company Common Stock subject to such Company Warrant; (iii) the exercise or conversion price of such Company Warrant; (iv) the date on which such Company Warrant was granted; and (v) the date on which such Company Warrant expires. The Company has delivered to Castle accurate and complete copies of all Company Warrants. (e) Except for the outstanding Company Options, Company Warrants and shares of Company Preferred Stock outstanding Warrants, the Bridge Notes or as set forth on Part 2.3(e) of the Capitalization DateCompany Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCompany; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entitythe Company; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any the Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company. (f) All outstanding shares of Company Common Stock, Company Preferred Stock, options, warrants and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares170,000,000 shares of Common Stock, $0.001 par value (the “Company Common Stock”), of which 131,880,176 Shares had 296,704 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 138,180,000 shares of Company Preferred Stock, $0.001 par value, 2,347 of which (x) 12,575 are have been designated as “Series O A1 Convertible Preferred Stock,” of which 2,218 shares have been issued and are outstanding as of the date of this Agreement, 1,506 of which have been designated “Series B1 Convertible Preferred Stock,” of which 1,423 shares have been issued and are outstanding as of the date of this Agreement, 68,000 of which have been designated “Series C Convertible Preferred Stock,” of which 8,000 shares have been issued and are outstanding as of the date of this Agreement, 800,000 of which have been designated “Series C1 Convertible Preferred Stock,” none of which were are issued and outstanding as of the Capitalization Datedate of this Agreement, (y) 4,500 are 65,000,000 of which have been designated as “Series X D Convertible Preferred Stock, 3,047 ,” of which had 736,082 shares have been issued and were are outstanding as of the Capitalization Datedate of this Agreement, and (z) 600 are 48,000,000 of which have been designated as “Series X1 D1 Convertible Preferred Stock, all ,” of which had 480,262 shares have been issued and were are outstanding as of the Capitalization Date. As date of the Capitalization Datethis Agreement, no Shares were held by the Company in its treasury. All 9,308,147 of the outstanding Shares and outstanding shares of Company Preferred Stock which have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None of the outstanding shares of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of designated “Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entities; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.E Convertible

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares30,000,000 shares of Common Stock (with par value $.01), of which 131,880,176 Shares had 13,560,422 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 this Agreement (not including 2,858 shares of Common Stock held in the “Capitalization Date”Company's treasury); and (ii) 33,333 20,000,000 shares of Company Preferred StockStock (with par value $.01), of which (xA) 12,575 are 5,651,367 shares have been designated as shares of Series O A Preferred Stock (with par value $.01) (the "Series A Preferred Stock"), none of which were 5,651,367 shares have been issued and are outstanding as of the Capitalization Date, date of this Agreement; and (yB) 4,500 are 50,252 shares have been designated as Series X B Preferred Stock (with par value $.01) (the "Series B Preferred Stock, 3,047 or collectively with the Series A Preferred Stock, the "Company Preferred Stock"), of which had 50,252 shares have been issued and were are outstanding as of the Capitalization Date, and (z) 600 are designated as date of this Agreement. Each outstanding share of Series X1 A Preferred Stock is convertible into one share of Company Common Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasury. All of the outstanding Shares and outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all Part 2.3 of the authorized Company Disclosure Schedule provides an accurate and outstanding capital stock complete description of its Subsidiarythe terms of each repurchase option which is held by the Company and to which any of such shares is subject. (b) (i) None of the outstanding The Company has reserved 4,506,663 shares of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved Common Stock for issuance under its Stock Option Plans, of which options (the 2022 Sale "Company Options") to purchase 2,128,937 shares are outstanding as of the date of this Agreement, (v) 169,014 Shares were subject to and 34,667 shares of Company Common Stock for issuance upon exercise of certain outstanding warrants (the "Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock"). Section 3.3(c) Part 2.3 of the Company Disclosure Schedule accurately sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any each Company Entity to which such Option and Company Entity Warrant that is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are nodate of this Agreement: (i) outstanding shares the name of capital stock the holder of or other securities of any such Company EntityOption and Company Warrant; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any the total number of shares of the capital stock, restricted stock unit, stock-based performance unit or any other right Company Common Stock that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any are subject to such Company Entity, in each case other than derivative securities not issued by the Option and Company EntitiesWarrant; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares the exercise price per share of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.Common

Capitalization, Etc. (a) The As of (i) the date of this Agreement and (ii) the Closing Date (other than with respect to the redemption of shares of Series C Preferred Stock pursuant to Section 1.10 of this Agreement), the authorized capital stock of the Company Target consists of: (iA) 266,500,000 Shares8,000,000 shares of Common Stock (par value $.01 per share), of which 131,880,176 Shares had 702,514 shares have been issued and were are outstanding (without giving effect to the net exercise of Target Options immediately prior to the Effective Time); and (B) 1,523,254 shares of Preferred Stock (par value $.01 per share), 833,333 of which have been designated "Series A Preferred Stock" (of which 833,333 shares have been issued and are outstanding), 478,759 of which have been designated "Series B Preferred Stock" (of which 0 shares have been issued and are outstanding as of the close date of business on May 4, 2023 this Agreement) and 211,162 of which have been designated "Series C Preferred Stock" (the “Capitalization Date”of which 114,610 shares have been issued and are outstanding); and (ii) 33,333 shares . Each outstanding share of Company Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is convertible into one share of which (x) 12,575 are designated as Series O Preferred Target Common Stock, none of which were issued and outstanding as of the Capitalization Date, (y) 4,500 are designated as Series X Preferred Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasury. All of the outstanding Shares and outstanding shares of Company Target Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all Part 2.3 of the authorized Disclosure Schedule provides an accurate and outstanding capital stock complete description of its Subsidiarythe terms of each repurchase option which is held by Target and to which any of such shares is subject. (b) Target has reserved 547,486 shares of Target Common Stock for issuance under its Option Plan, of which options to purchase 547,486 shares are outstanding as of the date of this Agreement. Target has reserved 343,830 shares of Target Common Stock for issuance in connection with the exercise of Target Warrants. Part 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Target Option or Target Warrant that is outstanding as of the date of this Agreement: (i) None the name of the outstanding shares holder of capital stock of the Company are entitled such Target Option or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightTarget Warrant; (ii) none the total number of the outstanding shares and class of capital stock of the Company Target Capital Stock that are subject to any right such Target Option or Target Warrant and the number of first refusal in favor shares of the CompanyTarget Capital Stock with respect to which such Target Option or Target Warrant is immediately exercisable; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters date on which such Target Option or Target Warrant was granted and the stockholders term of such Target Option or Target Warrant; (iv) the Company have a right to votevesting schedule for such Target Option or Target Warrant; (v) the exercise price per share of Target Common Stock purchasable under such Target Option or Target Warrant; and (ivvi) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital whether such Target Option has been designated an "incentive stock option" as defined in Section 422 of the Company to which the Company is a partyCode. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as Part 2.3 of the Capitalization DateDisclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesTarget; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company EntityTarget; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any Company Entity Target is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the Knowledge of Target, claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Target. (c) All outstanding shares of Target Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, and all outstanding Target Options and Target Warrants, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3 of the Disclosure Schedule, Target has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of Target. All securities so reacquired by Target were reacquired in compliance with (i) the applicable provisions of the Delaware General Corporation Law and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (iA) 266,500,000 Shares50,000,000 shares of Common Stock, of which 131,880,176 Shares had 3,457,095 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (iiB) 33,333 37,399,827 shares of Company Preferred Stock, 19,598,969 shares of which (x) 12,575 are designated as Series O Preferred Stock, none of which were issued and outstanding as of the Capitalization Datedate of this Agreement, (yi) 4,500 are 548,847 of which have been designated as "Series X I Preferred Stock, 3,047 ," all of which had shares have been issued and were are outstanding as of the Capitalization Datedate of this Agreement and are convertible into an aggregate of 548,847 shares of Common Stock, and (zii) 600 are 1,200,000 of which have been designated as "Series X1 II Preferred Stock, ," all of which had shares have been issued and were are outstanding as of the Capitalization Date. As date of this Agreement and are convertible into an aggregate of 1,200,000 shares of Common Stock, (iii) 1,200,000 of which have been designated "Series II-A Preferred Stock," none of which shares have been issued and are outstanding as of the Capitalization Datedate of this Agreement, no Shares were held by (iv) 5,882,353 of which have been designated "Series III Preferred Stock," of which 4,391,175 shares have been issued and are outstanding as of the Company in its treasurydate of this Agreement and are convertible into an aggregate of 6,426,586 shares of Common Stock, (v) 5,882,353 of which have been designated "Series III-A Preferred Stock," none of which shares have been issued and are outstanding as of the date of this Agreement, (vi) 1,176,470 of which have been designated "Series IV Preferred Stock," none of which shares have been issued and are outstanding as of the date of this Agreement, (vii) 1,176,470 of which have been designated "Series IV-A Preferred Stock," none of which shares have been issued and are outstanding as of the date of this Agreement, (viii) 7,000,000 of which have been designated "Series V Preferred Stock," of which 2,981,852 shares have been issued and are outstanding as of the date of this Agreement and are convertible into an aggregate of 3,681,294 shares of Common Stock, and (ix) 13,333,334 of which have been designated "Series VI Preferred Stock," of which 10,477,095 shares have been issued and are outstanding as of the date of this Agreement and are convertible into an aggregate of 19,644,538 shares of Common Stock. All of the outstanding Shares and outstanding shares of Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all Part 2.3 of the authorized Company Disclosure Schedule (i) sets forth the name of each Shareholder of the Company and outstanding capital stock the number and type of its Subsidiaryall shares of Company Common Stock and Company Preferred Stock held by such Shareholder and (ii) provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. (b) (i) None of the outstanding The Company has reserved 12,764,396 shares of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved Common Stock for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPPOption Plans. As of the date of this Agreement, of such reserved shares of Company Common Stock, options to purchase 11,973,518 shares have been granted and are outstanding (iv) 15,005,648 Shares were reserved which includes options to purchase 6,185,117 shares of Common Stock granted at the Company's September 27, 1999 Board meeting), 260,259 shares have been granted and exercised and 530,619 shares remain available for issuance under the 2022 Sale Agreementto officers, (v) 169,014 Shares were subject directors, employees and consultants pursuant to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred StockOption Plans. Section 3.3(cPart 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Code. Each Company Option designated as an "incentive stock option" as defined in Section 422 of the Code on the applicable books and records of the Company qualified as an "incentive stock option" within the meaning of Section 422 of the Code on the date of grant of such Company Option. In addition, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number date of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c)Agreement, there are no issuedwarrants outstanding to purchase 1,669,353 shares of the Company's Common Stock, reserved for issuanceand warrants outstanding to purchase 60,000 shares of the Company's Series III Preferred Stock, outstanding or authorized stock optionwhich are convertible upon exercise into 70,750 shares of the Company's Common Stock. Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any each warrant that is outstanding as of the date of this Agreement: (i) the name of the Warrant holder; (ii) the total number of shares of Company Entity capital stock subject to such warrant; (iii) the date on which each warrant was granted and the term of such warrant; and (iv) the exercise price per share of Company Entity is a party or by which capital stock purchasable under such Company Entity is bound. (d) warrant. Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as Part 2.3(b) of the Capitalization DateCompany Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCompany; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entitythe Company; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any the Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. (c) All outstanding shares of Company Stock and all outstanding Company Options and Company Common Warrants and Company Preferred Warrants have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(d) of the Company Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the California General Corporation Law and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) The terms of the Company Option Plans permit the assumption or substitution of options to purchase Parent Common Stock and the assignment of the Company's repurchase rights and rights of first refusal under stock purchase agreements, the terms of the Company Common Warrants and the Company Preferred Warrants permit the assumption or substitution of warrants to purchase Parent Common Stock, and the terms of all other agreements between the Company and its securities holders under which the Company's securities have been issued to such securities holders permit the assignment of the Company's repurchase rights and rights of first refusal under such agreements, without the consent or approval of the holders of such securities, the Company's shareholders, or otherwise and without any acceleration of the exercise schedule or vesting provisions in effect for those options, warrants or other securities. True and complete copies of all agreements and instruments relating to or issued under the Company Option Plans have been made available to Parent and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form made available to Parent. All amendments to the 1991 ISO Plan have been approved by the Company's shareholders, including amendments made from time to time to increase the number of shares reserved for issuance thereunder.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares50,000,000 shares of common stock par value $0.0001 per share, (A) of which 35,000,000 shares are designated as Voting Common Stock ("Company Voting Common Stock"), of which 131,880,176 Shares had 3,093,202 shares have been issued and were are outstanding as of the close date of business on May 4this Agreement, 2023 and (B) of which 5,000,000 shares are designated as Nonvoting Common Stock ("Company Nonvoting Common Stock"), of which 2,998,902 shares have been issued and are outstanding as of the “Capitalization Date”)date of this Agreement; and (ii) 33,333 22,000,000 shares of preferred stock par value $0.0001 per share, (A) of which 2,000,000 shares are designated Series A Preferred Stock ("Company Series A Preferred Stock"), of which (x) 12,575 are designated as Series O Preferred Stock, none of which were 2,000,000 shares have been issued and are outstanding as of the Capitalization Datedate of this Agreement, and (yB) 4,500 of which 18,146,420 shares are designated as Series X B Preferred Stock ("Company Series B Preferred Stock"), 3,047 all of which had have been issued and were are outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all date of which had been issued and were outstanding as this Agreement. The Company currently holds 585,866 shares of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company its capital stock in its treasury, consisting of 546,484 shares of Company Voting Common Stock and 39,382 shares of Company Nonvoting Common Stock. All of the outstanding Shares and outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None of the outstanding shares of capital stock of the Company are Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of capital stock of the Company are Common Stock is subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there . There is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a partyCommon Stock. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Company Common Stock. (b) As of the date of this Agreement, 142,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 2000 Equity Incentive Plan (the "Company Option Plan"). The Shares constitute (Options to purchase shares of Company Common Stock are referred to in this Agreement as "Company Options.") Contemporaneously herewith, the only outstanding class of securities Company has provided Parent with accurate and complete copies of the Company registered under the Securities ActOption Plan and all data relating to options granted thereunder. (c) As of the close date of business on this Agreement, 932,072 shares of outstanding Company Common Stock are subject to forfeiture or a repurchase right in favor of the Capitalization DateCompany ("Restricted Stock"). Contemporaneously herewith, the Company has provided Parent with the following information with respect to each unvested share of Restricted Stock outstanding as of the date of this Agreement: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, name of the holder; (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, the date of issue; (iii) 830,600 Shares were reserved the applicable schedule for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under lapsing of the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise repurchase right in favor of the Company Warrants, (vi) 30,470,000 Shares were subject and the terms of any right to issuance upon conversion accelerate the lapsing of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(csuch repurchase right), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date3.1, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCompany; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entitythe Company; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “"poison pill”") or Contracts Contract under which any the Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Sharesof 50,000,000 shares of Company Common Stock, of which 131,880,176 Shares had 8,274,708 shares have been issued and were are outstanding as of the close date of business on May 4this Agreement, 2023 (the “Capitalization Date”); and (ii) 33,333 4,340,000 shares of Company Preferred Stock, of which (x) 12,575 are designated as Series O Preferred Stock, none of which were issued and outstanding as of the Capitalization Date, (y) 4,500 are designated as Series X Preferred Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 A Preferred Stock, all of which had have been issued and were are outstanding as of the Capitalization Date. As date of this Agreement, 1,097,783 shares of Company Series B Preferred Stock, all of which have been issued and are outstanding as of the Capitalization Datedate of this Agreement, no Shares were held by 7,096,900 shares of Company Series C Preferred Stock, all of which have been issued and are outstanding as of the date of this Agreement, and 6,036,616 shares of Company Series D Preferred Stock, all of which have been issued and are outstanding as of the date of this Agreement. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiary. (b) Except as set forth in Schedule 2.3(a): (i) None none of the outstanding shares of capital stock of the Company are Capital Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are Capital Stock is subject to any right of first refusal or similar right in favor of the CompanyCompany or any other Person; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a partyCapital Stock. The Company is not under any obligation, or and is not bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities ActCapital Stock or any other securities. (cb) As of the close date of business on the Capitalization Date: (i) 25,496,529 Shares were this Agreement, 582,203 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options. Schedule 2.3(b) sets forth accurate and complete information with respect to the holder, the exercise price, and the shares underlying each Company Option outstanding as of the date of this Agreement. No outstanding Company Option is held by a Person residing or domiciled outside of the United States. All outstanding Company Options were granted and outstanding under pursuant to the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise terms of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance Option Plan. The Company Option Plan is the only stock option plan administered by the Company. The Company Option Plan is binding upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of enforceable by the Company Disclosure Schedule sets forth, as against all holders of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject Options. Except pursuant to the Company Option, vesting schedule, exercise price and expiration date. Other than this Agreement or as set forth in this Section 3.3(cSchedule 2.3(b), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCompany; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entitythe Company; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any the Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive (A) any shares of capital stock or other securities of the Company, or (B) any portion of any Merger Consideration payable in connection with the Merger. (c) All of the outstanding shares of capital stock, options, warrants and other securities of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. The Company has not repurchased, redeemed or otherwise reacquired any shares of Company Capital Stock or other securities of the Company.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix as of the Company date of this Agreement consists of: of (i) 266,500,000 Shares50,000,000 shares of CombiMatrix Common Stock, par value $0.001 per share, of which 131,880,176 Shares had 2,918,726 shares have been issued and were are outstanding as of the close date of business on May 4this Agreement, 2023 (the “Capitalization Date”); and (ii) 33,333 5,000,000 shares of Company convertible preferred stock, par value $0.001 per share (the “CombiMatrix Preferred Stock”), of which (xA) 12,575 are 4,000 shares have been designated as Series O A Preferred Stock, none of which were shares of Series A Preferred Stock are outstanding as of the date of this Agreement, (B) 2,000 shares have been designated Series B Preferred Stock, none of which shares of Series B Preferred Stock are outstanding as of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are issued and outstanding as of the Capitalization Date, (y) 4,500 are designated as date of this Agreement. Each share of CombiMatrix Series X F Preferred Stock, 3,047 Stock is convertible into the number of which had been issued and were outstanding as shares of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held CombiMatrix Common Stock equal to 1,000 divided by the Company conversion price of $3.87. CombiMatrix does not hold any shares of its capital stock in its treasury. All of the outstanding Shares and outstanding shares of Company CombiMatrix Common Stock and CombiMatrix Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all As of the authorized date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section 2.3(a) of the CombiMatrix Disclosure Schedule lists, as of the date of this Agreement, (i) each record holder of issued and outstanding capital stock CombiMatrix Common Stock and the number of its Subsidiaryshares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix Warrant. (b) Except as set forth in Section 2.3(b) of the CombiMatrix Disclosure Schedule, (i) None none of the outstanding shares of capital stock of the Company are CombiMatrix Common Stock or CombiMatrix Preferred Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; , (ii) none of the outstanding shares of capital stock of the Company are CombiMatrix Common Stock or CombiMatrix Preferred Stock is subject to any right of first refusal in favor of the Company; CombiMatrix, (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company CombiMatrix having a right to vote on any matters on which the CombiMatrix stockholders of the Company have a right to vote; , and (iv) there is no CombiMatrix Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock CombiMatrix Common Stock or CombiMatrix Preferred Stock. Except as set forth in Section 2.3(b) of the Company to which the Company is a party. The Company CombiMatrix Disclosure Schedule, CombiMatrix is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock CombiMatrix Common Stock, CombiMatrix Preferred Stock, CombiMatrix Warrants or other securities. Section 2.3(b) of the Company. The Shares constitute CombiMatrix Disclosure Schedule accurately and completely lists all repurchase rights held by CombiMatrix and specifies (i) each holder of CombiMatrix Common Stock (including shares issued pursuant to the only outstanding class exercise of securities stock options), CombiMatrix Preferred Stock or CombiMatrix Warrant subject to such repurchase right, (ii) the original date of purchase of such CombiMatrix Common Stock, CombiMatrix Preferred Stock or CombiMatrix Warrant, (iii) the number of shares of CombiMatrix Common Stock or CombiMatrix Preferred Stock or shares underlying CombiMatrix Warrants subject to such repurchase rights, (iv) the purchase price paid by such holder, (v) any vesting schedule under which such repurchase rights lapse, and (vi) whether, to the Knowledge of CombiMatrix, the holder of such CombiMatrix Common Stock or CombiMatrix Preferred Stock subject to such repurchase right filed an election under Section 83(b) of the Company registered under the Securities ActCode with respect to such CombiMatrix Common Stock or CombiMatrix Preferred Stock within thirty (30) days of purchase. (c) As Except for the CombiMatrix 2006 Stock Incentive Plan (the “2006 Plan”), and except as set forth in Section 2.3(c) of the close CombiMatrix Disclosure Schedule, CombiMatrix does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. CombiMatrix has reserved 600,000 shares of business on CombiMatrix Common Stock for issuance under the Capitalization Date: 2006 Plan. Of such reserved shares of CombiMatrix Common Stock, (i) 25,496,529 Shares were subject to issuance 823 shares have been previously issued pursuant to Company Options granted and outstanding under the Company Equity Plansexercise of options, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans34,246 shares have been previously issued pursuant to the settlement of RSUs, (iii) 830,600 Shares were reserved for future issuance under 97 shares have been previously issued pursuant to the Company ESPPgrants of restricted stock, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreementoptions to purchase 64,310 shares have been granted and are currently outstanding, (v) 169,014 Shares were subject to issuance 98,049 shares are issuable upon exercise settlement of the Company Warrantscurrently outstanding RSUs, and (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding 402,475 shares of Series X Preferred CombiMatrix Common Stock and (vii) 6,000,000 Shares were subject remain available for future award grants pursuant to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock2006 Plan. Section 3.3(c2.3(c) of the Company CombiMatrix Disclosure Schedule sets forth, forth the following information (A) with respect to each CombiMatrix Option outstanding as of the Capitalization Date, for each Company date of this Agreement: (1) the name of the optionee; (2) the number of shares of CombiMatrix Common Stock subject to such CombiMatrix Option as of the date of this Agreement; (3) the exercise price of such CombiMatrix Option; (4) the date on which such CombiMatrix Option was granted; (5) the vesting schedule applicable to such CombiMatrix Option, including the number of vested and unvested shares and whether by its terms the vesting of such CombiMatrix Option would be accelerated by the Contemplated Transactions; (6) the date on which such CombiMatrix Option expires; and (7) whether such CombiMatrix Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (B) with respect to each CombiMatrix RSU outstanding as of the date of this Agreement: (1) the name of the holder, applicable Company Equity Plan governing ; (2) the Company Option, grant date, number of Shares subject shares of CombiMatrix Common Stock issuable upon settlement of the RSU as of the date of this Agreement; (3) the date on which such CombiMatrix RSU was granted; (4) the vesting schedule applicable to such CombiMatrix RSU, including the Company Option, extent vested to date and whether by its terms the vesting schedule, exercise price of such CombiMatrix RSU would be accelerated by the Contemplated Transactions; and expiration date(5) the date on which such CombiMatrix RSU expires. Other than CombiMatrix has made available to Invitae an accurate and complete copy of the 2006 Plan and forms of all stock option agreements and RSU agreements approved for use thereunder. Except as set forth in Section 2.3(c) of the CombiMatrix Disclosure Schedule or as contemplated by Section 1.5 of this Section 3.3(c)Agreement, there are no issued, reserved for issuance, outstanding vesting of CombiMatrix Options or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units CombiMatrix RSUs will accelerate in connection with the execution of this Agreement or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is boundthe closing of the Contemplated Transactions. (d) Except as set forth for the outstanding CombiMatrix Options and CombiMatrix RSUs identified in this Section 3.3 2.3(c) of the CombiMatrix Disclosure Schedule and except for Shares issuable upon the exercise or conversion of Company Options, Company outstanding CombiMatrix Warrants and shares of Company CombiMatrix Series F Preferred Stock outstanding as identified in Section 2.3(a) of the Capitalization DateCombiMatrix Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of CombiMatrix or any Company Entity, in each case other than derivative securities not issued by the Company Entitiesof its Subsidiaries; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of CombiMatrix or any Company Entityof its Subsidiaries; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which CombiMatrix or any Company Entity of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of CombiMatrix or any of its Subsidiaries. There are no outstanding or authorized stock appreciation rights, phantom stock, profit participation or other similar rights with respect to CombiMatrix or any of its Subsidiaries. (e) All outstanding shares of CombiMatrix Common Stock and CombiMatrix Preferred Stock, as well as all CombiMatrix Options, CombiMatrix RSUs, CombiMatrix Warrants and all other securities of CombiMatrix, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable Contracts. CombiMatrix has delivered to Invitae accurate and complete copies of all outstanding CombiMatrix RSUs and CombiMatrix Warrants (other than the CombiMatrix Series F Warrants). CombiMatrix has delivered to Invitae an accurate and complete copy of the form of CombiMatrix Series F Warrant, and there are no deviations between the terms of any outstanding CombiMatrix Series F Warrants and the terms reflected in such form. (f) With respect to the Merger as a Fundamental Transaction (as defined in CombiMatrix’s Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock as in effect on the date of this Agreement - the “CombiMatrix Series F Preferences Certificate”): (i) the Fundamental Transaction Amount (as defined in the CombiMatrix Series F Preferences Certificate) is a number of shares of Invitae Common Stock equal to the product of (x) the Exchange Ratio multiplied by (y) the number of shares of CombiMatrix Common Stock underlying a share of outstanding CombiMatrix Series F Preferred Stock on the date immediately prior to the Effective Time; and (ii) such foregoing product is greater than 130% of the Stated Value (as defined in the CombiMatrix Series F Preferences Certificate) of a share of outstanding CombiMatrix Series F Preferred Stock on the date of the Effective Time.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares50,000,000 shares of Common Stock ($.001 par value per share), of which 131,880,176 Shares had 4,817,315 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 12,513,949 shares of Company Preferred Stock ($.001 par value per share), (A) 4,827,586 of which have been designated "Series A Preferred Stock, ," and 4,215,513 of which (x) 12,575 are designated as Series O Preferred Stock, none of which were have been issued and are outstanding as of the Capitalization Date, date of this Agreement and (yB) 4,500 are 7,686,363 of which have been designated as "Series X B Preferred Stock, 3,047 ," all of which had have been issued and were are outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all date of which had been issued and were outstanding as of the Capitalization Datethis Agreement. As of the Capitalization Datedate hereof and as of the Effective Time, no Shares were held by each outstanding share of Series A Preferred Stock of the Company in its treasuryis and shall be convertible into one share of Company Common Stock and each outstanding share of Series B Preferred Stock of the Company is and shall be convertible into one share of Company Common Stock. All of the outstanding Shares and outstanding shares of Company Common Stock, Series A Preferred Stock of the Company and Series B Preferred Stock of the Company have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The All outstanding shares of Company owns all Common Stock, Series A Preferred Stock of the authorized Company, Series B Preferred Stock of the Company, all outstanding Company Options, and all outstanding warrants to purchase shares of the Company's capital stock have been issued and granted in compliance with all applicable federal and state securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. Part 2.3 of its Subsidiary. (b) the Disclosure Schedule provides an accurate and complete (i) None list of the each holder of all outstanding shares of Company Common Stock, Series A Preferred Stock, Series B Preferred Stock, all outstanding Company Options and all outstanding warrants to purchase shares of the Company's capital stock of the Company are entitled or subject to any preemptive rightidentifying each holder by name, right of repurchase or forfeitureaddress and certificate number (when applicable), right of participation, right of maintenance or any similar right; and (ii) none a description of the outstanding shares terms of capital stock of each repurchase option, if any, which is held by the Company are subject and to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Actsubject. (cb) As The Company has reserved 3,050,000 shares of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved Common Stock for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPPStock Option Plans, (iv) 15,005,648 Shares were reserved for issuance under of which options to purchase 2,490,375 shares are outstanding as of the 2022 Sale date of this Agreement, (v) 169,014 Shares were subject options for 215,625 shares have been exercised to issuance upon exercise date, and 344,000 shares remain available for future grant. Part 2.3 of the Disclosure Schedule accurately sets forth, with respect to each option to purchase Common Stock of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each date hereof (whether vested or unvested) (the "Company Options"): (i) the name of the holder of such Company Option, ; (ii) the holder, applicable Company Equity Plan governing the Company Option, grant date, total number of Shares shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards Common Stock with respect to any Company Entity to which such Company Entity Option is a party or by immediately exercisable; (iii) the date on which such Company Entity is bound. Option was granted and the term of such Company Option; (div) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as Part 2.3 of the Capitalization DateDisclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCompany; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entitythe Company; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any the Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiessecurities of the Company; or (iv) to the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. (c) Except as set forth in Part 2.3 of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the CGCL and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of Buyer as of the Company date of this Agreement consists of: of (i) 266,500,000 Shares3,483,900,000 shares of common stock, $0.0001 par value, of which 131,880,176 Shares had 35,276,069 shares have been issued and were are outstanding as of the close date of business on May 4this Agreement, 2023 (the “Capitalization Date”); and (ii) 33,333 117,147,928 shares of Company Buyer Preferred Stock, 59,326 of which (x) 12,575 are have been designated as Series O A Preferred Stock, none 450,913 of which were have been designated Series B Preferred Stock, 77,169 of which have been designated Series B-1 Preferred Stock, 24,629,117 of which have been designated Series C Preferred Stock, 26,627,713 of which have been designated Series D Preferred Stock, 12,518,789 of which have been designated Series 1 Preferred Stock and 52,784,901 of which have been designated Series CS Preferred Stock. There are 58,306 issued and outstanding shares of Series A Preferred Stock as of the Capitalization Datedate of this Agreement, (y) 4,500 are designated as Series X Preferred Stock, 3,047 of which had been 450,228 issued and were outstanding shares of Series B Preferred Stock as of the Capitalization Datedate of this Agreement, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been 57,163 issued and were outstanding shares of Series B-1 Preferred Stock as of the Capitalization Date. As date of this Agreement, 24,422,868 issued and outstanding shares of Series C Preferred Stock as of the Capitalization Datedate of this Agreement, no Shares were held by 26,423,369 issued and outstanding shares of Series D Preferred Stock as of the Company date of this Agreement, 12,382,559 issued and outstanding shares of Series 1 Preferred Stock as of the date of this Agreement and 52,784,901 issued and outstanding shares of Series CS Preferred Stock as of the date of this Agreement. Buyer does not hold any shares of its capital stock in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Buyer Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all Except as set forth in Part 2.3(a)(i) of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None Buyer Disclosure Schedule, none of the outstanding shares of capital stock of the Company are Buyer Capital Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) right and none of the outstanding shares of capital stock of the Company are Buyer Capital Stock is subject to any right of first refusal in favor of the Company; (iiiBuyer. Except as contemplated herein or as set forth in Part 2.3(a) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) Buyer Disclosure Schedule, there is no Buyer Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a partyBuyer Capital Stock. The Company Buyer is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Buyer Capital Stock or other securities. Part 2.3(a)(ii) of the Company. The Shares constitute Buyer Disclosure Schedule accurately and completely describes all repurchase rights held by Buyer with respect to shares of Buyer Capital Stock (including shares issued pursuant to the only outstanding class exercise of securities stock options) and specifies which of those repurchase rights are currently exercisable. (b) Except for the Buyer’s 2011 Stock Incentive Plan (the “Equity Incentive Plan”), and except as set forth in Part 2.3(b) of the Company registered Buyer Disclosure Schedule, Buyer does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. Buyer has reserved 18,323,508 shares of Buyer Common Stock for issuance under the Securities ActEquity Incentive Plan. Of such reserved shares of Buyer Common Stock, 1,988,055 shares have been issued pursuant to the exercise of outstanding options and/or restricted stock agreements, options to purchase 14,551,126 shares have been granted and are currently outstanding, and 1,784,327 shares remain available for future issuance pursuant to the Equity Incentive Plan. Part 2.3(b) of the Buyer Disclosure Schedule sets forth the following information with respect to each Buyer Option outstanding as of the date of this Agreement: (A) the name of the optionee; (B) the number of shares of Buyer Common Stock subject to such Buyer Option at the time of grant; (C) the number of shares of Buyer Common Stock subject to such Buyer Option as of the date of this Agreement; (D) the exercise price of such Buyer Option; (E) the date on which such Buyer Option was granted; (F) the applicable vesting schedule, including the number of vested and unvested shares subject to such Buyer Option; (G) the date on which such Buyer Option expires; and (H) whether such Buyer Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Buyer has made available to Organovo an accurate and complete copy of the Equity Incentive Plan and all forms of stock option agreements approved for use thereunder. No vesting of Buyer Options will accelerate in connection with the closing of the Contemplated Transactions. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved Except for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than Buyer Options as set forth in this Section 3.3(c2.3(b), there are no issued, reserved for issuance, outstanding the warrants identified on Part 2.3(c) of the Buyer Disclosure Schedule (the “Buyer Warrants”) or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as on Part 2.3(c) of the Capitalization DateBuyer Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; right (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entities; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.whether

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares28,000,000 shares of Common Stock ($.0005 par value per share), of which 131,880,176 Shares had 4,774,580 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 14,000,000 shares of Company Preferred Stock ($.0005 par value per share), (A) 600,000 of which have been designated "Series A Preferred Stock, ," all of which (x) 12,575 are designated as Series O Preferred Stock, none of which were have been issued and are outstanding as of the Capitalization Datedate hereof, (yB) 4,500 are 1,280,000 of which have been designated as "Series X B Preferred Stock, 3,047 ," all of which had have been issued and were are outstanding as of the Capitalization Datedate hereof, and (zC) 600 are 2,636,362 of which have been designated as 10. 18 "Series X1 C Preferred Stock, all ," 2,454,544 of which had have been issued and were are outstanding as of the Capitalization Datedate hereof, (D) 3,200,000 of which have been designated "Series D Preferred Stock," 3,133,164 of which have been issued and are outstanding as of the date hereof, and (E) 6,000,000 of which have been designated "Series E Preferred Stock," none of which have been issued or are outstanding as of the date hereof. As of the Capitalization Datedate hereof and as of the Effective Time, no Shares were held by the each outstanding share of Company in its treasuryPreferred Stock is and shall be convertible into one share of Company Common Stock. All of the outstanding Shares and outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The All outstanding shares of Company owns Common Stock and Company Preferred Stock, and all of the authorized outstanding Company Options and outstanding capital stock of its Subsidiary. (b) Company Warrants, have been issued and granted in compliance with (i) None of the outstanding shares of capital stock all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. Part 2.3(a) of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none Disclosure Schedule provides an accurate and complete description of the outstanding shares terms of capital stock of each repurchase option which is held by the Company are subject and to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Actsubject. (cb) As The Company has reserved 5,178,000 shares of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved Common Stock for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPPStock Option Plans, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject of which options to issuance upon exercise purchase 3,308,108 shares are outstanding as of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion date of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stockthis Agreement. Section 3.3(cPart 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each option to purchase Company Common Stock outstanding as of the Capitalization Datedate hereof, for each whether vested or unvested (the "Company Options"): (i) the name of the holder of such Company Option, ; (ii) the holder, applicable Company Equity Plan governing the Company Option, grant date, total number of Shares shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards Common Stock with respect to any Company Entity to which such Company Entity Option is a party or by immediately exercisable; (iii) the date on which such Company Entity is bound. Option was granted and the term of such Company Option; (div) Except the vesting schedule for such Company Option (including any circumstances under which such vesting may be accelerated as set forth in this Section 3.3 and except for Shares issuable upon a result of the Merger or otherwise); (v) the exercise or conversion price per share of Company Options, Common Stock purchasable under such Company Warrants Option; and shares (vi) whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Code. Part 2.3(b) of the Company Disclosure Schedule accurately sets forth with respect to each warrant to purchase Company Common Stock or Company Preferred Stock outstanding as of the Capitalization Datedate hereof (the "Company Warrants"): (i) the name of the holder of such Company Warrant; (ii) the total number of shares of Company Common Stock or Company Preferred Stock that are subject to such Company Warrant and the number of shares of Company Common Stock or Company Preferred Stock with respect to which such Company Warrant is immediately exercisable; (iii) the date on which such Company Warrant was granted and the term of such Company Warrant; and (iv) the exercise price per share of Company Common Stock or Company Preferred Stock purchasable under such Company Warrant. Except as set forth in Part 2.3(b) of the Company Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCompany; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entitythe Company; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any the Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiessecurities of the Company; or (iv) to the knowledge of the Company, any condition or circumstance that may give rise to or provide a reasonable basis for the assertion of a claim by any Person to the effect that such Person is (c) Except as set forth in Part 2.3(c) of the Company Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the CGCL and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (d) To the knowledge of the Company, after reasonable investigation, (i) no more than 35 shareholders of the Company do not qualify as an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act) and (ii) each shareholder of the Company who is not an accredited investor either alone or with a "purchaser representative" that may be designated by such shareholder in connection with the transactions contemplated by this Agreement has such knowledge and experience in financial and business matters that such Person is capable of evaluating the merits and risk of the issuance of shares of Parent Common Stock to such person in connection with the Merger.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares6,000,000,000 shares of Company Common Stock, of which 131,880,176 Shares had 3,004,205,406 shares have been issued and were are outstanding as of the close October 11, 2012; (ii) 500,000,000 shares of business on May 4Company Series 2 Common Stock, 2023 of which no shares are issued or are outstanding; (the “Capitalization Date”)iii) 100,000,000 shares of Company Non-Voting Common Stock, of which no shares are issued or are outstanding; and (iiiv) 33,333 20,000,000 shares of Company Preferred Stock, of which (xA) 12,575 are 3,000,000 shares have been designated as Series O Preferred Stock-Sixth Series, none Junior Participating, of which were no shares have been issued and outstanding as of the Capitalization Dateor are outstanding, (yB) 4,500 are 300,000 shares have been designated as Series X Preferred Stock-Seventh Series, 3,047 Convertible, of which had no shares have been issued or are outstanding, (C) 232,745 shares have been designated as Ninth Series Zero Coupon Convertible Preferred Stock Due 2013, of which no shares have been issued or are outstanding, and (D) 16,467,255 shares have not been designated, have not been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Datenot outstanding. As of the Capitalization DateOctober 11, no Shares were held by 2012, the Company held no shares of its capital stock in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all nonassessable and free of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None of the outstanding shares of capital stock of the Company are entitled or subject to any preemptive rightrights, purchase option, call, right of repurchase or forfeiture, right of participation, right of maintenance first refusal or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under (and will not as a result of the Merger or any obligation, or bound by of the other Contemplated Transactions become under) any Contract pursuant to which it may become obligated, contractual obligation to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered Common Stock or other voting securities, except for obligations under the Securities ActCompany Plans. (cb) As of the close of business on the Capitalization DateOctober 11, 2012: (i) 25,496,529 Shares were 66,866,935 shares of Company Common Stock are subject to issuance pursuant to Company Options Options; (ii) 73,813,916 shares of Company Common Stock are reserved for future issuance pursuant to the Company ESPP; (iii) 22,227,728 shares of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards; and (iv) 135,195,891 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under . The Company has Made Available to Parent a complete and accurate list that sets forth with respect to each Company Equity PlansAward outstanding as of October 11, 2012 the following information: (iiiA) 830,600 Shares were reserved for future issuance under the particular plan (if any) pursuant to which such Company ESPP, Equity Award was granted; (ivB) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were number of shares of Company Common Stock subject to issuance upon such Company Equity Award; (C) the per share exercise of the Company Warrants, price (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(cif any) of such Company Equity Award; (D) the date on which such Company Disclosure Schedule sets forth, as of Equity Award was granted; (E) the Capitalization Date, for each date on which such Company Equity Award expires; (F) if such Company Equity Award is a Company Option, whether such Company Option is an “incentive stock option” (as defined in the holder, applicable Code) or a non-qualified stock option; (G) whether such Company Equity Plan governing Award is a restricted stock unit or a restricted stock award; and (H) if such Company Equity Award is a Company RSU, the dates on which shares of Company OptionCommon Stock are scheduled to be delivered, grant date, number of Shares subject to if different from the Company Option, applicable vesting schedule. The Company has Made Available to Parent accurate and complete copies of all Company Equity Plans pursuant to which any outstanding Company Equity Awards were granted by the Company. No vesting schedule or provision, exercise price and expiration datewhether time-based or performance-based, of any Company Equity Award, will accelerate solely as a consequence of the Merger or any of the other Contemplated Transactions. Other than as set forth in this Section 3.3(c), there There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units participation or similar rights or equity-equity based awards with respect to any of the Acquired Corporations other than as set forth in Part 3.5(b) of the Company Entity to which such Company Entity is a party or by which such Company Entity is boundDisclosure Schedule. (dc) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date3.5(b), there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other voting securities of any Company Entity, in each case other than derivative securities not issued by of the Company EntitiesAcquired Corporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other voting securities of any Company Entityof the Acquired Corporations; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts or, other than any Company Plan, Contract under which any the Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other voting securities. (d) All outstanding shares of Company Common Stock, Company Equity Awards and other securities of any of the Acquired Corporations have been issued and granted in compliance in all material respects with all applicable securities laws and other applicable Legal Requirements. (e) All of the outstanding shares of capital stock of each of the material Acquired Corporations have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights and are owned beneficially and of record by the Company or a Subsidiary of the Company, free and clear of any material Liens.

Capitalization, Etc. (a) The authorized capital stock of the Company Capital Stock consists of: (i) 266,500,000 Shares150,000,000 shares of Company Common Stock, of which 131,880,176 Shares had 6,329,326 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 43,350,000 shares of Company Preferred Stock, (A) 33,000,000 of which (x) 12,575 are have been designated as Series O A Preferred Stock, none of which were 31,321,048 shares have been issued and are outstanding as of the Capitalization Date, date of this Agreement and (yB) 4,500 are 10,350,000 of which have been designated as Series X B Preferred Stock, 3,047 of which had 9,604,878 shares have been issued and were are outstanding as of the Capitalization Date, date of this Agreement. Part 2.3 of the Company Disclosure Schedule sets forth a complete and (z) 600 are designated as Series X1 Preferred Stock, accurate list of the record ownership of all of which had been issued and were outstanding the shares of Company Capital Stock as of the Capitalization Datedate of this Agreement. As Each outstanding share of the Capitalization Date, no Shares were held by the Company in its treasuryPreferred Stock is convertible into one share of Company Common Stock. All of the outstanding Shares and outstanding shares of Company Preferred Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None of the outstanding shares of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) Part 2.3 of the Company Disclosure Schedule identifies each repurchase option that is held by the Company and to which any of such shares is subject. (b) The Company has reserved 19,400,000 shares of Company Common Stock for issuance under the Company Stock Plans, of which options to purchase 8,176,853 shares are outstanding as of the date of this Agreement. Part 2.3 of the Company Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the Capitalization Date, for each date of this Agreement: (i) the name of the holder of such Company Option, ; (ii) the holder, applicable Company Equity Plan governing the Company Option, grant date, total number of Shares shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards Common Stock with respect to any Company Entity to which such Company Entity Option is a party or by immediately exercisable; (iii) the date on which such Company Entity is bound. Option was granted and the term of such Company Option; (div) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an “incentive stock option” as defined in Section 422 of the Code. Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as Part 2.3 of the Capitalization DateCompany Disclosure Schedule, for options granted under the Company Plans from and after the date of this Agreement in compliance with Section 4.2 of this Agreement or other securities issued from and after the date of this Agreement in compliance with Section 4.2 of this Agreement, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock Company Capital Stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesAcquired Corporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock Company Capital Stock or other securities of any Company EntityAcquired Corporation; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under the terms of which any Company Entity Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock Company Capital Stock or any other securitiessecurities of any Acquired Corporation; or (iv) to the Knowledge of the Company, condition or circumstance that will or could reasonably give rise to or provide a reasonable basis for the assertion of a meritorious claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Capital Stock or other securities of any Acquired Corporation.

Capitalization, Etc. (a) The authorized capital stock of Eiger as of the Company date of this Agreement consists of: of (i) 266,500,000 Shares37,400,000 shares of Eiger Common Stock, par value $0.0001 per share, of which 131,880,176 Shares had 3,130,665shares have been issued and were are outstanding as of the close date of business on May 4this Agreement, 2023 (the “Capitalization Date”); and (ii) 33,333 30,787,500 shares of Company preferred stock, par value $0.0001 per share (the “Eiger Preferred Stock”), of which (A) 5,187,500 shares have been designated Series A Preferred Stock, 4,875,000 of which shares of Series A Preferred Stock are outstanding as of the date of this Agreement and (B) 25,600,000 shares have been designated Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”), 24,935,950 shares of which are issued and outstanding. Except as set forth in Part 2.3(a) of the Eiger Disclosure Schedule, the authorized capital stock of Eiger as of immediately prior to the Closing shall consist of (i) 68,000,000 shares of Eiger Common Stock, 59,271,433 shares of which will be issued and outstanding, (ii) warrants to purchase 590,241 shares of Eiger Common Stock and (iii) 30,787,500 shares of Eiger Preferred Stock, of which (x) 12,575 are 5,187,500 shares will have been designated as Series O A Preferred Stock and 25,600,000 shares will have been designated Series A-1 Preferred Stock, none of which were shares of Eiger Preferred Stock will be issued and outstanding as outstanding. Eiger does not hold any shares of the Capitalization Date, (y) 4,500 are designated as Series X Preferred Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company its capital stock in its treasury. All of the outstanding Shares and outstanding shares of Company Eiger Common Stock and Eiger Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all Except as set forth in Part 2.3(a) of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None Eiger Disclosure Schedule, none of the outstanding shares of capital stock of the Company are Eiger Common Stock or Eiger Preferred Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) right and none of the outstanding shares of capital stock of the Company are Eiger Common Stock or Eiger Preferred Stock is subject to any right of first refusal in favor of the Company; (iiiEiger. Except as contemplated herein or as set forth in Part 2.3(a) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) Eiger Disclosure Schedule, there is no Eiger Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a partyEiger Common Stock or Eiger Preferred Stock. The Company Eiger is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Eiger Common Stock or other securities. Part 2.3(a) of the Company. The Shares constitute Eiger Disclosure Schedule accurately and completely lists all repurchase rights held by Eiger with respect to shares of Eiger Common Stock (including shares issued pursuant to the only outstanding class exercise of securities stock options) and Eiger Preferred Stock, and specifies each holder of Eiger Common Stock or Eiger Preferred Stock, the date of purchase of such Eiger Common Stock or Eiger Preferred Stock, the number of shares of Eiger Common Stock or Eiger Preferred Stock subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse, and whether the holder of such Eiger Common Stock or Eiger Preferred Stock filed an election under Section 83(b) of the Company registered Code with respect to such Eiger Common Stock or Eiger Preferred Stock within thirty (30) days of purchase. Each share of Eiger Preferred Stock is convertible into one share of Eiger Common Stock. (b) Except for the Eiger 2009 Equity Incentive Plan (the “2009 Plan”), and except as set forth in Part 2.3(b) of the Eiger Disclosure Schedule, Eiger does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. Eiger has reserved 3,867,792 shares of Eiger Common Stock for issuance under the Securities Act2009 Plan. Of such reserved shares of Eiger Common Stock, 739,999 shares have been issued pursuant to the exercise of outstanding options, options to purchase 2,902,860 shares have been granted and are currently outstanding, and 224,933 shares of Eiger Common Stock remain available for future issuance pursuant to the 2009 Plan. Part 2.3(b) of the Eiger Disclosure Schedule sets forth the following information with respect to each Eiger Option outstanding as of the date of this Agreement: (A) the name of the optionee; (B) the number of shares of Eiger Common Stock subject to such Eiger Option at the time of grant; (C) the number of shares of Eiger Common Stock subject to such Eiger Option as of the date of this Agreement; (D) the exercise price of such Eiger Option; (E) the date on which such Eiger Option was granted; (F) the applicable vesting schedule, including the number of vested and unvested shares; (G) the date on which such Eiger Option expires; and (H) whether such Eiger Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Eiger has made available to Celladon an accurate and complete copy of the 2009 Plan and forms of all stock option agreements approved for use thereunder. No vesting of Eiger Options will accelerate in connection with the closing of the Contemplated Transactions. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved Except for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than Eiger Options as set forth in this Section 3.3(c2.3(b), there are no issued, reserved for issuance, outstanding the warrants identified on Part 2.3(c) of the Eiger Disclosure Schedule (the “Eiger Warrants”) or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as on Part 2.3(c) of the Capitalization DateEiger Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of Eiger or any Company Entity, in each case other than derivative securities not issued by the Company Entitiesof its Subsidiaries; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Eiger or any Company Entityof its Subsidiaries; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which Eiger or any Company Entity of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Eiger or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Eiger or any of its Subsidiaries. (d) All outstanding shares of Eiger Common Stock and Eiger Preferred Stock, as well as all options, warrants and other securities of Eiger, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable Contracts. Eiger has delivered to Celladon accurate and complete copies of all Eiger Warrants.

Capitalization, Etc. (a) The authorized capital stock of the Company consists immediately upon the consummation at Closing of the transactions contemplated hereby, and prior to giving effect thereto, shall consist of: : (a) Five Million (5,000,000) shares of undesignated preferred stock, $0.01 par value, of which; (i) 266,500,000 SharesTwo Hundred Thousand (200,000) shares have been designated as Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock"), of which 131,880,176 Shares had been 200,000 shares are outstanding, all of which are validly issued and were outstanding as outstanding, fully paid and non-assessable; and (ii) Four Million Eight Hundred Thousand (4,800,000) shares are currently undesignated preferred stock, none of the close which are issued and outstanding. (b) Twenty Five Million (25,000,000) shares of business on May 4Common Stock, 2023 of which (the “Capitalization Date”)i) Nine Million Fifty Thousand Six Hundred Thirty Eight (9,050,638) shares are outstanding, all of which are validly issued and outstanding, fully paid and non-assessable; and (ii) 33,333 Two Million Fifty Eight Thousand Two Hundred Thirty Seven (2,058,237) shares are duly reserved for issuance in connection with the conversion of the Series D Preferred Stock and payment of dividends on the Series D Preferred Stock as set forth in the Company's Certificate of Designation related thereto. 14,379,836 shares of Company Preferred Stock, of which (x) 12,575 are designated as Series O Preferred Stock, none of which were issued and outstanding as Common Stock represent the Company's total common equity on a Fully-Diluted Basis. For purposes of the Capitalization Dateforegoing, "Fully-Diluted Basis" means (i) all shares of Equity Securities (as defined below) outstanding, (ii) all securities convertible into or exercisable for shares of Equity Securities, as if exercised and converted to the fullest extent of their terms, (iii) all securities issuable pursuant to contractual or other obligations of the Company, excluding Common Stock dividends to be issued to the holders of the Company's Series D Preferred Stock after the date hereof and excluding shares of capital stock issuable pursuant to the Company's Shareholder Protection Rights Agreement, dated September 15, 1997, as amended (the "Rights Plan"), (iv) all shares of Equity Securities reserved for issuance to employees, consultants or directors of the Company or any other Person and (v) all shares issuable upon the exercise of the options, warrants and all other rights or securities referred to in Annex 5.4(c). Upon consummation of the transactions contemplated hereby, the number of Shares purchased by the Investor shall represent (i) % of the Company's total common equity on a Fully Diluted Basis and (ii) % of the Company's total common equity on a diluted basis calculated in accordance with Regulation 13D of the Exchange Act (i.e., the percentage the Investor would be required to set forth in any Schedule 13D that the Investor may be required to file with the Commission as a result of the consummation of the transactions contemplated hereby. Annex 5.4(b) attached hereto contains a list of (y) 4,500 are designated as Series X Preferred Stock, 3,047 all beneficial holders of which had been issued and were record owning five percent (5%) or more of outstanding as of the Capitalization Date, capital stock and (z) 600 are designated as Series X1 Preferred Stockall other beneficial holders known to the Company, all of which had been issued and were outstanding as five percent (5%) or more of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all of the authorized and Company's outstanding capital stock of its Subsidiary. (b) (i) None of the outstanding shares of capital stock of the Company are entitled or subject and beneficial holders known to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is have filed a party. The Company is not under any obligation, Schedule 13D or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered 13G under the Securities Exchange Act of 1934, as amended (the "Exchange Act. ") including, for both (cy) As and (z) above, the number of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of or other securities of any Company Entitybeneficially owned by each such holder; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entities; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.and

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares100,000,000 shares of Common Stock, of which 131,880,176 Shares had 21,392,852 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 30,000,000 shares of Company Preferred Stock, of which (x) 12,575 9,600,000 have been designated Series A Preferred Stock, all of which are issued and are outstanding; 2,000,000 shares have been designated as Series O B Preferred Stock, all of which are issued and outstanding; 1,500,000 shares have been designated Series C Preferred Stock, none of which were are issued and outstanding as of the Capitalization Date, (y) 4,500 are outstanding; and 5,000,000 shares have been designated as Series X D Preferred Stock, 3,047 2,000,000 of which had been are issued and were outstanding. Each outstanding as share of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock is convertible into one share of Company Common Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasury. All of the outstanding Shares and outstanding shares of Company Common Stock and Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiarynon-assessable. (b) The Company has reserved 7,277,742 shares of Company Common Stock for issuance under its 1996 Stock Option Plan and 1998 Stock Option Plan, of which options to purchase 2,218,894 shares are outstanding as of the date of this Agreement. Part 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) None the name of the outstanding shares holder of capital stock of the such Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightOption; (ii) none the total number of the outstanding shares of capital stock of the Company Common Stock that are subject to any right such Company Option and the number of first refusal in favor shares of the CompanyCompany Common Stock with respect to which such Company Option is immediately exercisable; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters date on which such Company Option was granted and the stockholders term of such Company Option; (iv) the vesting schedule for such Company have a right to voteOption; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (ivvi) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Company to which the Company is a partyCode. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as Part 2.3 of the Capitalization DateDisclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCompany; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.may

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of 27,750,000 shares of Common Stock (i) 266,500,000 Sharespar value $0.001 per share), of which 131,880,176 Shares had 9,869,176 shares have been issued and were are outstanding as of the close date of business on May 4this Agreement and of which 293,017 shares have been repurchased by the Company, 2023 5,664,048 shares of Series A Preferred Stock (par value $0.001 per share), of which 5,487,046 shares have been issued and are outstanding and of which no shares have been repurchased by the Company as of the date of this Agreement, 3,750,000 shares of Series B Preferred Stock (par value $0.001 per share), of which 3,033,854 shares have been issued and are outstanding as of the date of this Agreement and 2,200,000 shares of Series C Preferred Stock (par value $0.001 per share), 2,108,437 shares of which have been issued and are outstanding as of the date of this Agreement (the “Capitalization Date”Company's Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall be collectively referred to herein as the "Company Preferred Stock" and, together with the Company Common Stock, shall be referred to as the "Company Stock"); and (ii) 33,333 . No shares of Company Preferred Stock have been repurchased. Each outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock, of which (x) 12,575 are designated as Series O Preferred Stock, none of which were issued and outstanding as of the Capitalization Date, (y) 4,500 are designated as Series X Preferred Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all As of the authorized date of this Agreement, the outstanding shares of Company Stock and outstanding capital stock of its Subsidiary. (b) (i) None all of the outstanding shares of capital stock of the Subsidiary is held by the Persons, with the addresses of record and in the amounts set forth in Part 2.3(a) of the Disclosure Schedule. Part 2.3(a) of the Disclosure Schedule also provides an accurate and complete description of the terms of each repurchase option which is held by the Company are entitled and to which any of such shares is subject. All of the stock of the Subsidiary owned by the Company is owned by the Company free and clear of any Encumbrance. All of the outstanding stock of the Subsidiary has been duly authorized and validly issued and is fully paid and nonassessable, has been issued in compliance with all applicable Legal Requirements, including securities laws, and was not issued in violation of or subject to any preemptive rightrights or other rights to subscribe for or purchase securities of such respective Subsidiary. There are no options, warrants or other rights outstanding to subscribe for or purchase any shares of the capital stock of the Subsidiary and the Subsidiary is not subject to any obligation, commitment, plan, arrangement or court or administrative order with respect to same. There are no preemptive rights applicable to any shares of capital of any of the Subsidiary. The Subsidiary does not have the right of repurchase to vote on or forfeiture, right of participation, right of maintenance approve the Merger or any similar rightof the other transactions contemplated herein. The Company has reserved 5,225,000 shares of Company Common Stock for issuance under its 1998 Stock Plan, of which options to purchase 1,599,104 shares are outstanding as of the date of this Agreement. Part 2.3(c) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) none the total number of the outstanding shares of capital stock of the Company Common Stock that are subject to any right such Company Option and the number of first refusal in favor shares of the CompanyCompany Common Stock with respect to which such Company Option is immediately exercisable; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters date on which such Company Option was granted and the stockholders term of such Company Option; (iv) the vesting schedule for such Company have a right to voteOption; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (ivvi) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Company to which the Company is a partyCode. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(cPart 2.3(d) of the Company Disclosure Schedule accurately sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to each warrant issued to any Person: (A) the name of the holder of such warrant; (B) the total number of shares of Company Entity Stock that are subject to such warrant; (C) the number of shares of Company Stock with respect to which such Company Entity warrant is a party or by which immediately exercisable; and (D) the term of such Company Entity warrant. There is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of subscription, option, call, convertible note, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company; (ii) except for the Company Entities; (iii) Preferred Stock, outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entitythe Company; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any the Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. All outstanding shares of Company Stock and all outstanding Company Options, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company.

Capitalization, Etc. (a) The authorized capital stock As of the Company date hereof, the authorized share capital of Alibaba consists of: of 250,000,000 Ordinary Shares, 56,454,546 Series A Preferred Shares, 79,769,189 Series B Preferred and 45,000,000 Series C Preferred Shares and 68,776,265 undesignated preferred shares of par value US$0.0001 per share (of which on the date hereof no shares are issued and outstanding). As of July 31, 2005, the issued and outstanding share capital of Alibaba consisted of 89,607,702 Ordinary Shares, 56,454,546 Series A Preferred Shares, 79,769,189 Series B Preferred Shares and 8,426,685 Series C Preferred Shares. As of the date hereof, 323,204,026 Ordinary Shares were (i) 266,500,000 outstanding, (ii) issuable upon the exercise or conversion of options, warrants, Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares or convertible notes or (iii) reserved for issuance under any Benefit Plan. As of the Closing Date, after giving effect to the transactions contemplated hereby and in the other Ancillary Agreements, there will be 700,000,000 authorized Ordinary Shares, of which 131,880,176 Shares had been no more than 654,103,386 will be (i) issued and were outstanding as of the close of business on May 4outstanding, 2023 (the “Capitalization Date”); and (ii) 33,333 shares issuable upon the exercise of Company Preferred Stockany options or warrants, of which or (xiii) 12,575 are designated as Series O Preferred Stock, none of which were issued and outstanding as of the Capitalization Date, (y) 4,500 are designated as Series X Preferred Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiaryreserved for issuance under any Benefit Plan. (b) Section 3.2(b) of the Alibaba Disclosure Schedule contains a complete and correct description of the share capital that is authorized, or issued and outstanding, of each member of the Alibaba Group (other than Alibaba). All of such outstanding share capital are duly authorized, validly issued, fully paid and nonassessable, and are owned beneficially and of record by the member of the Alibaba Group or other Person set forth on Section 3.2(b) of the Alibaba Disclosure Schedule, free and clear of any Lien. (c) All of the issued and outstanding share capital of Alibaba (i) None of the outstanding shares of capital stock of the Company are entitled or subject to any preemptive rightduly authorized, right of repurchase or forfeiturevalidly issued, right of participationfully paid and nonassessable, right of maintenance or any similar right; (ii) none as of the outstanding shares date hereof are held of capital stock record by the Persons and in the amounts as set forth in Section 3.2(c)(ii) of the Company are subject to any right of first refusal in favor of the Company; Alibaba Disclosure Schedule, (iii) immediately after the Closing and the consummation of the transactions contemplated by the Ancillary Agreements will be held of record by the Persons and in the amounts set forth in Section 3.2(c)(iii) of the Alibaba Disclosure Schedule, and (iv) were not issued in violation of any preemptive rights or the Organizational Documents of Alibaba. (d) Except as set forth in Section 3.2(d) of the Alibaba Disclosure Schedule, there are no preemptive or similar rights granted by any member of the Alibaba Group or, to the knowledge of any member of the Alibaba Group, by any other Person, with respect to any equity securities of any member of the Alibaba Group. Except as set forth in Section 3.2(d) of the Alibaba Disclosure Schedule, no subscriptions, options, calls, warrants, convertible or exchangeable securities, conversion rights, repurchase rights, redemption rights, stock appreciation rights, phantom stock, or other rights, plans, agreements, commitments, arrangements or understandings of any kind obligating any member of the Alibaba Group, contingently or otherwise, to issue or sell, or cause to be issued or sold, any shares of share capital of any member of the Alibaba Group, or any securities convertible into or exchangeable for any such shares, are outstanding, and no authorization therefor has been given. Except as set forth in Section 3.2(d) of the Alibaba Disclosure Schedule, there are no outstanding bonds, debentures, notes contractual or other indebtedness rights or obligations to or of any member of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, Alibaba Group to repurchase, redeem or otherwise acquire any outstanding shares or other equity interests of capital stock any member of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities ActAlibaba Group. (ce) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c3.2(e) of the Company Alibaba Disclosure Schedule sets forthforth the current ownership of Alibaba, as the identity of the Capitalization Date, for each Company Optionpersons that will transfer property to Alibaba in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to shares such persons will own following the Company Optionconsummation of the transactions contemplated by this Agreement and the Ancillary Agreements, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion total number of Company Options, Company Warrants and shares of Company Preferred Stock Alibaba share capital outstanding as of following such transfers and other transactions contemplated by this Agreement and the Capitalization Date, there are no: (i) outstanding shares of capital stock of or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entities; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesAncillary Agreements.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares150,000,000 shares of Company Common Stock, of which 131,880,176 Shares had 19,923,992 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 96,100,000 shares of Company Preferred Stock, (A) 11,000,000 of which (x) 12,575 are have been designated as “Series O A-1 Preferred Stock, none ,” of which were 10,723,075 shares have been issued and are outstanding as of the Capitalization Datedate of this Agreement, (yB) 4,500 are 15,000,000 of which have been designated as “Series X B-1 Preferred Stock, 3,047 ,” of which had 14,712,512 have been issued and were are outstanding as of the Capitalization Datedate of this Agreement, and (zC) 600 are 5,000,000 of which have been designated as “Series X1 B-2 Preferred Stock, all ,” of which had 4,972,385 have been issued and were are outstanding as of the Capitalization Date. As date of this Agreement, (D) 25,000,000 of which have been designated “Series C-1 Preferred Stock,” of which 24,744,115 have been issued and are outstanding as of the Capitalization Datedate of this Agreement, no Shares were held by (E) 2,100,000 of which have been designated “Series C-2 Preferred Stock,” of which 2,088,994 have been issued and are outstanding as of the date of this Agreement, and (F) 38,000,000 of which have been designated “Series D Preferred Stock,” of which 13,697,981 have been issued and are outstanding as of the date of this Agreement. Each outstanding share of Company in its treasuryPreferred Stock is convertible into one share of Company Common Stock. All of the outstanding Shares and outstanding shares of Company Preferred Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. Part 2.3(a) of the Disclosure Schedule provides an accurate and complete list of the name of and last address known by the Company for each Stockholder, the number and class of Company Capital Stock owned by such Stockholder as of the date of this Agreement, the date such Company Capital Stock was purchased, the price paid per share, the form of consideration used (if not cash). The Company owns all has delivered to Parent accurate and complete copies of, and Part 2.3(a) of the authorized and outstanding capital stock Disclosure Schedule lists, all Contracts pursuant to which the Company has a right to repurchase any shares of its SubsidiaryCompany Capital Stock. (b) (i) None Immediately prior to the Effective Time, Company Options to purchase an aggregate of the outstanding 10,548,144 shares of capital stock Company Common Stock were outstanding and Company Warrants to purchase an aggregate of 62,000 shares of Company Common Stock were outstanding. The Company Options under the Company’s 1999 Stock Option/Stock Issuance Plan shall, in connection with the Merger, be treated in the manner set forth in Section 1.6. Each of the Company are entitled or subject Warrants for Company Common Stock shall terminate upon the consummation of the Merger. As of the date of this Agreement, Company Warrants to any preemptive rightpurchase an aggregate of 1,727,685 shares of Series D Preferred Stock were outstanding, right with an aggregate exercise price of repurchase or forfeiture$466,474.95. Part 2.3(b) of the Disclosure Schedule accurately sets forth, right with respect to each Company Warrant that is outstanding as of participation, right the date of maintenance or any similar rightthis Agreement: (1) the name of the holder of such Company Warrant; (ii2) none the total number of the outstanding shares of capital stock of the Company Series D Preferred Stock that are subject to any right of first refusal in favor of the Companysuch Company Warrant; (iii3) there are no outstanding bonds, debentures, notes or other indebtedness the exercise price per share of the Series D Preferred Stock purchasable under such Company having a right to vote on any matters on which the stockholders of the Company have a right to voteWarrant; and (iv4) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing expiration date of (or from granting any option or similar right with respect to), any shares of capital stock of the such Company to which the Company is a partyWarrant. The Company is not under any obligation, or bound by any Contract pursuant has delivered to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares Parent accurate and complete copies of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration dateWarrant. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 2.3(b) and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as in Part 2.3(b) of the Capitalization DateDisclosure Schedule, there are is no: (iw) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCompany; (iiix) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entitythe Company; or (ivy) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any the Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (z) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. (c) All of the outstanding shares of Company Capital Stock have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all applicable federal, state and foreign securities laws and other Legal Requirements and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities of the Company. All outstanding Company Options, Company Warrants and other securities of the Company were duly authorized, have been granted or issued (as applicable) in compliance with all federal, state and foreign securities laws and other Legal Requirements and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities of the Company. Except as set forth on Part 2.3(c) of the Disclosure Schedule, there are no preemptive rights applicable to any shares of capital stock of the Company. (d) The Company has never declared or paid a dividend or redeemed, repurchased or otherwise reacquired any shares of Company Capital Stock or other security other than repurchases at cost from former employees in accordance with the terms of such employees’ purchase agreements. (e) Except as set forth in Section 1.6 or Part 2.3(e) of the Disclosure Schedule, no stock plan, stock purchase agreement, stock option agreement, employment agreement or other Contract between the Company and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions, the Company’s repurchase rights or other terms of such Contract as the result of (i) termination of employment (whether actual or constructive); (ii) any Acquisition Transaction; or (iii) the occurrence of any other event or combination of events.

Capitalization, Etc. (a) The authorized capital stock of the Company as of immediately prior to the Effective Time (giving effect to all conversions that occur immediately prior to the Effective Time) consists of: (i) 266,500,000 Shares210,000,000 shares of Company Common Stock, of which 131,880,176 Shares had 18,912,381 shares have been issued and were outstanding as of the close of business on May 4, 2023 (the “Capitalization Date”)are outstanding; and (ii) 33,333 213,880,400 shares of Company Preferred Stock, (A) 18,600,000 shares of which have been designated as Series A Preferred Stock, of which 18,599,372 shares have been issued and are outstanding; (xB) 12,575 18,600,000 shares of which have been designated as Series AX Preferred Stock, of which no shares have been issued or are outstanding; (C) 5,540,200 shares of which have been designated as Series B Preferred Stock, of which 5,540,200 shares have been issued and are outstanding; (D) 5,540,200 shares of which have been designated as Series BX Preferred Stock, of which no shares have been issued or are outstanding; (E) 5,000,000 shares of which have been designated as Series C Preferred Stock, of which 3,863,636 shares have been issued and are outstanding; (F) 5,000,000 shares of which have been designated as Series CX Preferred Stock, of which 1,136,364 shares have been issued and are outstanding; (G) 6,300,000 shares of which have been designated as Series D Preferred Stock, which shares of Series D Preferred Stock are further designated into subseries as follows: (a) 1,171,000 shares of which are designated as Series O D-1 Preferred Stock, none of which were 1,016,510 shares have been issued and outstanding as are outstanding; (b) 1,274,000 shares of the Capitalization Date, (y) 4,500 which are designated as Series X D-2 Preferred Stock, 3,047 of which had 1,035,281 shares have been issued and were outstanding as are outstanding; (c) 1,841,000 shares of the Capitalization Date, and (z) 600 which are designated as Series X1 D-3 Preferred Stock, all of which had 1,547,539 shares have been issued and were outstanding are outstanding; (d) 176,000 shares of which are designated as Series D-4 Preferred Stock, of which 167,192 shares have been issued and are outstanding; (e) 404,000 shares of which are designated as Series D-5 Preferred Stock, of which 400,716 shares have been issued and are outstanding; (f) 1,434,000 shares of which are designated as Series D-6 Preferred Stock, of which 917,236 shares have been issued and are outstanding; (H) 6,300,000 shares of which have been designated as Series DX Preferred Stock, which shares of Series DX Preferred Stock are further designated into subseries as follows: (a) 1,171,000 shares of which are designated as Series D-1X Preferred Stock, of which 150,805 shares have been issued and are outstanding; (b) 1,274,000 shares of which are designated as Series D-2X Preferred Stock, of which 25,746 shares have been issued and are outstanding; (c) 1,841,000 shares of which are designated as Series D-3X Preferred Stock, of which no shares have been issued or are outstanding; (d) 176,000 shares of which are designated as Series D-4X Preferred Stock, of which no shares have been issued or are outstanding; (e) 404,000 shares of which are designated as Series D-5X Preferred Stock, of which no shares have been issued or are outstanding; (f) 1,434,000 shares of which are designated as Series D-6X Preferred Stock, of which 500,000 shares have been issued and are outstanding; (I) 6,500,000 shares of which have been designated as Series E Preferred Stock, of which 2,539,667 shares have been issued and are outstanding; (J) 6,500,000 shares of which have been designated as Series EX Preferred Stock, of which 1,444,923 shares have been issued and are outstanding; and (K) 130,000,000 shares of which have been designated as Series F Preferred Stock, of which 63,043,491 shares have been issued and are outstanding. Except as set forth in Part 2.3(a)(i) of the Capitalization Date. As of the Capitalization DateDisclosure Schedule, no Shares were held by the Company does not hold any shares of its capital stock in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all Except as set forth in Part 2.3(a)(ii) of the authorized and outstanding capital stock of its Subsidiary. (b) Disclosure Schedule: (i) None none of the outstanding shares of capital stock of the Company are Capital Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are Capital Stock is subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a partyCapital Stock. The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Company Capital Stock or any other securities. Part 2.3(a)(iii) of the Company. The Shares constitute the only outstanding class of securities Disclosure Schedule provides an accurate summary of the terms of each repurchase option which is held by the Company registered under and to which any of the Securities Actshares of Company Capital Stock is subject. (cb) As Immediately prior to the Effective Time (giving effect to all terminations that occur immediately prior to the Effective Time), 10,909,020 shares of the close of business on the Capitalization Date: (i) 25,496,529 Shares were Company Common Stock are subject to issuance pursuant to Company Options stock options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Company’s Second Amended and Restated 2000 Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred StockIncentive Plan. Section 3.3(cPart 2.3(b) of the Company Disclosure Schedule sets forth, as forth the name of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, the exercise price and price, the expiration date. Other than as set forth in this Section 3.3(c), there are no issuedthe shares underlying and the tax status (i.e., reserved for issuance, outstanding incentive stock option or authorized non-qualified stock option, ) of each outstanding Company Option. The Company has delivered to Parent accurate and complete copies of all stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity option plans pursuant to which the Company has ever granted stock options, and the forms of all stock option agreements evidencing such Company Entity is a party or by which such Company Entity is boundoptions. (dc) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as Part 2.3(c) of the Capitalization DateDisclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCompany; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entitythe Company; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any the Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, all outstanding shares of capital stock, options, warrants and other securities of the Company have been issued and granted in compliance with (i) all applicable securities laws, and (ii) all requirements set forth in applicable Contracts. (e) Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of Company Capital Stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) all applicable federal and state securities laws, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (f) Immediately prior to the effective time of the Short-Form Merger, the Company owned 100% of all the equity interests in South Seas Corporation and no non-equity securities of South Seas Corporation were outstanding, and no other Person had or currently has any basis to assert a claim to the effect that such Person was or is entitled to acquire or receive any shares of capital stock or other securities of South Seas Corporation.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares75,000,000 shares of Company Common Stock, of which 131,880,176 Shares had 8,299,015 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 50,356,750 shares of Company Preferred Stock, (A) of which (x) 12,575 950,000 shares are designated as Series O A Preferred Stock, none Stock and of which were 950,000 have been issued and are outstanding as of the Capitalization Date, date of this Agreement; (yB) 4,500 of which 10,406,750 shares are designated as Series X B Preferred Stock, 3,047 Stock and of which had 10,328,750 have been issued and were are outstanding as of the Capitalization Date, and date of this Agreement; (zC) 600 of which 5,000,000 shares are designated as Series X1 C Preferred Stock, all Stock and of which had 5,000,000 have been issued and were are outstanding as of the Capitalization Date. As date of this Agreement; (D) of which 22,000,000 shares are designated as Series D Preferred Stock and of which 20,769,233 have been issued and are outstanding as of the Capitalization Date, date of this Agreement; and (E) of which 12,000,000 shares are designated as Series E Preferred Stock and of which 10,185,186 have been issued and are outstanding as of the date of this Agreement. There are no Shares were shares of Company Capital Stock held by the Company in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Each share of Company owns all Preferred Stock is convertible into one share of the authorized and outstanding capital stock of its SubsidiaryCompany Common Stock. (b) (i) None As of the outstanding date of this Agreement: 2,175,970 shares of capital Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding. (Stock options granted by the Company pursuant to its stock option plans and any stock options granted outside of the Company stock option plans are entitled referred to in this Agreement as "Company Options.") The Company has delivered or subject made available to any preemptive right, right Parent accurate and complete copies of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital all stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company plans pursuant to which the Company is a party(or any of its predecessors) has ever granted stock options. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(cPart 2.2(b) of the Company Disclosure Schedule accurately sets forthforth as of August 21, 2001 the names of all persons who held outstanding Company Options, and sets forth for each person as of August 21, 2001 (i) the plans under which Company Options have been issued to such person (or indication that such Company Options were issued outside of the Company's stock option plans), (ii) the number of vested Company Options held by such person, (iii) a vesting schedule for the unvested Company Options held by such person, and (iv) the exercise prices for such Company Options. (c) Except for the Company Options and the Company Preferred Stock, and except as described in Part 2.2(c) of the Company Disclosure Schedule, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number date of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c)Agreement, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) right to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCompany; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may will become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entitythe Company; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any the Company Entity is or may will become obligated to sell or otherwise issue any shares of its capital stock or any other securities. The Company has amended the terms of each security described in Part 2.2(c) of the Company Disclosure Schedule to the extent necessary in order to permit its conversion into a subscription, option, call, warrant or other right to acquire shares of capital stock or other securities, or security, instrument or obligation that is or will become convertible into or exchangeable for any shares of the capital stock or other securities, or Contract to sell or otherwise issue any shares of capital stock or any other securities, as the case may be, of Parent at Closing. (d) Except as set forth in Part 2.2(d) of the Company Disclosure Schedule, none of the awards, grants or other agreements pursuant to which the Company Options were issued have provisions which accelerate the vesting or right to exercise such options upon the execution of this Agreement, the consummation of the transactions contemplated hereby or any other change of control. (e) The Company is not party to any Company Contract that obligates it to, and is not otherwise obligated to, repurchase or redeem any of its issued securities. Except as set forth in Part 2.2(e) of the Company Disclosure Schedule, there is no voting trust or other arrangement to which the Company is a party, or of which the Company is aware, with respect to the voting of the Company Capital Stock. (f) There are no declared but unpaid dividends with respect to any shares of the Company Capital Stock. (g) Each of the Company's stockholders listed in Part 2.2(g) of the Company Disclosure Schedule is an "accredited investor" as defined in Rule 501 of the Securities Act of 1933, as amended.

Capitalization, Etc. (a) The authorized capital stock of the Company DocuMagix consists of: (i) 266,500,000 Shares26,000,000 shares of Common Stock (with no par value) ("DocuMagix Common Stock"), of which 131,880,176 Shares had 3,455,879 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 18,552,182 shares of Company Preferred Stock (with no par value) ("DocuMagix Preferred Stock"), (A) 3,300,000 of which (x) 12,575 are have been designated as "Series O A Preferred Stock, none ," all of which were have been issued and are outstanding as of the Capitalization Datedate of this Agreement, (yB) 4,500 are 1,521,000 of which have been designated as "Series X B Preferred Stock, 3,047 ," of which had 1,519,019 shares have been issued and were are outstanding as of the Capitalization Datedate of this agreement, and (zC) 600 are 4,438,000 of which have been designated as "Series X1 C Preferred Stock, all ," of which had 4,432,978 shares have been issued and were are outstanding as of the Capitalization Date. As date of this Agreement, (D) 6,600,000 of which have been designated "Series D Preferred Stock," of which 6,567,951 shares have been issued and are outstanding as of the Capitalization Datedate of this Agreement, no Shares were held by (E) 568,182 of which have been designated "Series E Preferred Stock," all of which have been issued and are outstanding as of the Company date of this Agreement, (F) 1,375,000 of which have been designated "Series F Preferred Stock," all of which have been issued and are outstanding as of the date of this Agreement, and (G) 750,000 of which have been designated "Series G Preferred Stock," of which 150,000 shares have been issued and are outstanding as of the date of this Agreement. The rights, preferences, privileges and restrictions of the DocuMagix Common Stock and the DocuMagix Preferred Stock (including each series thereof) are as stated in its treasurythe Restated Articles. Each outstanding share of DocuMagix Preferred Stock other than DocuMagix Series D Preferred Stock is convertible into one share of DocuMagix Common Stock. Each outstanding shares of DocuMagix Series D Preferred Stock is convertible into 1.016395022 shares of DocuMagix Common Stock. All of the outstanding Shares and outstanding shares of Company DocuMagix Common Stock and DocuMagix Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None of the outstanding shares of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as Part 2.3(a) of the Capitalization DateDisclosure Schedule, there are is no: (iiii) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesDocuMagix; (iiiiv) repurchase option which is held by DocuMagix to any outstanding shares of DocuMagix capital stock; (v) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company EntityDocuMagix; or (ivvi) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any Company Entity DocuMagix is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (vii) written claim or demand delivered to DocuMagix that would reasonably be expected to or will give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of DocuMagix (including preemptive rights, conversion rights and rights of first refusal). Part 2.3(a) of the Disclosure Schedule sets forth the names of the DocuMagix's shareholders and the number of shares of DocuMagix stock owned of record by each of such shareholders. (b) DocuMagix has reserved 3,011,139 shares of DocuMagix Common Stock for issuance under the Option Plan, of which stock options to purchase 2,678,746 shares are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each stock option and each warrant issued by DocuMagix (a "DocuMagix Warrant") that is outstanding as of the date of this Agreement: (i) the name of the 13 10 holder of such stock option or warrant; (ii) the total number of shares and class of DocuMagix capital stock that are subject to such stock option or warrant and the number of shares of DocuMagix capital stock with respect to which such stock option or warrant is immediately exercisable; (iii) the date on which such stock option or warrant was granted and the term and expiration date of such stock option or warrant; (iv) the vesting schedule for such stock option or warrant; (v) the exercise price per share of DocuMagix capital stock purchasable under such stock option or warrant and (vi) whether such stock option or warrant has been designated an "incentive stock option" as defined in Section 422 of the Code or is a non-qualified option. Part 2.3(b) of the Disclosure Schedule accurately identifies each Bridge Warrant as such. All stock options of DocuMagix have been issued pursuant to the Option Plan. The Bridge Warrants, that certain Warrant to Purchase Stock issued to Silicon Valley Bank, dated July 14, 1996, exercisable for 36,585 shares of DocuMagix Series F Preferred Stock (the "SVB Warrant") and that certain Warrant to Purchase Shares of Series G Preferred Stock issued to Open Market, Inc., dated October 28, 1996, exercisable for 600,000 shares of Series G Preferred Stock (the "OMI Warrant") comprise all of the DocuMagix Warrants. (c) All outstanding shares of DocuMagix Common Stock and DocuMagix Preferred Stock and all outstanding DocuMagix Options and DocuMagix Warrants, have been issued and granted in compliance with all applicable state and federal securities laws. (d) Except as set forth in Part 2.3 of the Disclosure Schedule, DocuMagix has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of DocuMagix. All securities so reacquired by DocuMagix were reacquired in compliance with (i) the applicable provisions of the California General Corporation Law and all applicable state and federal securities laws, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) To the best of knowledge of DocuMagix and the Designated Shareholders, each Bridge Holder has good and valid title to the Bridge Warrant identified on Part 2.3(b) of the Disclosure Schedule as being held by such Bridge Holder, free and clear of all liens and other Encumbrances. There is no legal action, suit, proceeding, claim or governmental investigation pending or, to the best of the knowledge of DocuMagix and the Designated Shareholders, threatened against any Bridge Holder that questions the right of such holder to surrender such holder's Bridge Warrant in exchange for the consideration described in Section 1.7, nor is such holder aware that there is any basis for any of the foregoing.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of (i) 266,500,000 Shares20,000,000 shares of Common Stock, of which 131,880,176 Shares had been 2,454,428 shares are issued and were outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”); this Agreement and (ii) 33,333 5,256,000 shares of Company Preferred Stock, 56,000 of which (x) 12,575 are designated as Series O A Preferred, 56,000 of which are issued and outstanding as of the date of this Agreement, 2,600,000 of which are designated Series B Preferred Stock, 2,403,742 of which are issued and outstanding as of the date of this Agreement, and 2,600,000 of which are designated as Series B1 Preferred Stock, none of which were are issued and outstanding as of the Capitalization Date, (ydate of this Agreement. Part 2.3(a)(1) 4,500 are designated as Series X Preferred Stock, 3,047 of which had been issued and were outstanding the Disclosure Schedule sets forth the names of the Company's Shareholders as of the Capitalization Date, date of this Agreement and (z) 600 are designated as Series X1 the number of shares of Company Common Stock and Company Preferred Stock, all Stock owned of which had been issued and were outstanding record by each of such Shareholders as of the Capitalization Datedate of this Agreement. As The Company has reserved an additional 2,086,924 shares of Company Common Stock for issuance under its 1997 Stock Plan (the "Stock Plan") to employees, advisory board members, officers or directors of, or consultants to, the Company, of which options to acquire 1,957,107 shares of Common Stock have been granted as of the Capitalization Datedate of this Agreement. Part 2.3(a)(2) of the Disclosure Schedule sets forth a true and complete list as of the date hereof of all holders of outstanding Company Options, no Shares were held by including the number of shares of Company in its treasuryCommon Stock subject to each such Company Option, the exercise and vesting schedule, and the exercise price per share. The Company has reserved an additional 78,981 shares of Company Common Stock for issuance pursuant to outstanding warrants as of the date of this Agreement to purchase shares of Company Series B Preferred Stock. Part 2.3(a)(3) of the Disclosure Schedule sets forth the names of the Company's warrant holders as of the date of this Agreement and the number of shares issuable upon exercise of outstanding warrants as of the date of this Agreement. (b) All of the outstanding Shares and outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, issued and are fully paid and nonassessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None of the outstanding shares of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there There are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right preemptive rights applicable to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Except as identified in Section 3.3(c) of the Company Disclosure Schedule sets forth2.3(a), as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number date of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c)Agreement, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCompany; or (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or the Company. (ivd) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any Any shares of its capital stock or other securities repurchased, redeemed or otherwise reacquired by the Company were validly reacquired in compliance with (i) the applicable provisions of the California General Corporation Law and all other applicable Legal Requirements, and (ii) any other securitiesrequirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of: (i) 266,500,000 of an unlimited number of Company Common Shares, of which 131,880,176 Shares had 54,665,412 shares have been issued and were are outstanding as of the close date of business on May 4this Agreement, 2023 (the “Capitalization Date”); and (ii) 33,333 shares of Company 35,821,807 Class A Convertible Preferred StockShares, 35,821,807 of which (x) 12,575 are designated as Series O Preferred Stock, none of which were have been issued and are outstanding as of the Capitalization Datedate of this Agreement, (y) 4,500 are designated as Series X 11,310,903 Class B Convertible Preferred StockShares, 3,047 of which had 11,310,903 shares have been issued and were are outstanding as of the Capitalization Datedate of this Agreement and 17,139,240 Class C Convertible Preferred Shares, and (z) 600 are designated as Series X1 Preferred Stock, all of which had 17,139,240 have been issued and were are outstanding as of the Capitalization Date. As date of the Capitalization Date, no Shares were held by the Company in its treasurythis Agreement. All of the outstanding Company Shares and outstanding shares of Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all Except as set forth in Part 2.3(a) of the authorized and outstanding capital stock of its Subsidiary. (b) Company Disclosure Schedule: (i) None none of the outstanding shares of capital stock of the Company are Shares is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are Shares is subject to any right of first refusal or similar right in favor of the CompanyCompany or any other Person; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Shares. None of the Company to which the Company Acquired Corporations is a party. The Company is not under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the CompanyCompany Shares or any other securities. The Shares constitute the only outstanding class of securities Part 2.3(a) of the Company registered under Disclosure Schedule provides an accurate and complete description of the Securities Actterms of each repurchase option which is held by the Company and to which any of the Company Shares is subject. Each Class A Convertible Preferred Share and Class C Convertible Preferred Share in the share capital of the Company is convertible into one Company Common Share. Each Class B Convertible Preferred Share in the share capital of the Company is convertible into 1.0884103 Company Common Shares. (cb) As of the close date of business on the Capitalization Date: (i) 25,496,529 this Agreement, 8,167,566 Company Common Shares were are subject to issuance pursuant to outstanding Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred StockOptions. Section 3.3(cPart 2.3(b) of the Company Disclosure Schedule sets forthforth accurate and complete information with respect to the holder, the vesting, the exercise price, the expiration date and the number of underlying shares of each Company Option outstanding as of the Capitalization Date, for each date of this Agreement. All outstanding Company Option, Options were granted pursuant to the holder, applicable Company Equity Plan governing terms of the Company OptionOption Plan. The Company has delivered or made available to Parent an accurate and complete copy of the Company Option Plan. The Company Option Plan is binding upon and enforceable by the Company against all holders of Company Options, grant date, number of Shares subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and the Company Optionenforcement of creditors’ rights generally, vesting scheduleand (ii) rules of law governing specific performance, exercise price injunctive relief and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is boundother equitable remedies. (dc) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as Part 2.3(b) of the Capitalization DateCompany Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by of the Company EntitiesAcquired Corporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Company EntityAcquired Corporations; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any of the Company Entity Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive (A) any shares of capital stock or other securities of any of the Company Acquired Corporations, or (B) any portion of any Share Consideration or other consideration payable in connection with the Arrangement (other than in respect of outstanding Company Shares as set forth in Section 2.3(a)). (d) All outstanding shares of capital stock, and all options, warrants and other securities of the Company Acquired Corporations have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in applicable Contracts. (e) All of the outstanding shares of each of the Company’s Subsidiaries, other than the 410 Holdings Acquired Corporations, have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and except as set forth in Part 2.3(e) of the Company Disclosure Schedule, are owned beneficially and of record by the Company, free and clear of any Encumbrances. (f) Since January 1, 2006, except as set forth in Part 2.3(f) of the Company Disclosure Schedule, none of the Company Acquired Corporations has ever repurchased, redeemed or otherwise reacquired any Company Shares or other securities of any Company Acquired Corporation, other than Company Options forfeited by employees of the Company in connection with the termination of such employee’s employment with a Company Acquired Corporation. All securities so reacquired by the Company or any other Company Acquired Corporation were reacquired in compliance with (i) all applicable Legal Requirements, and (ii) all material requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of (i) 266,500,000 Shares43,000,000 shares of Company Common Stock, consisting of (A) 32,000,000 shares of Series A Common Stock, of which 131,880,176 Shares had 10,872,296 shares have been issued and were are outstanding as of the close date of business on May 4this Agreement, 2023 and (B) 11,000,000 shares of Series B Common Stock, of which 4,961,121 shares have been issued and are outstanding as of the “Capitalization Date”); and date of this Agreement, (ii) 33,333 4,100,000 shares of Company Preferred Stock, 250,000 shares of which (x) 12,575 are have been designated as “Series O B Preferred Stock” (the “Series B Preferred Stock”), none all of which were such shares of Series B Preferred Stock have been issued and are outstanding as of the Capitalization Date, (y) 4,500 are designated as Series X Preferred Stock, 3,047 date of which had been issued and were outstanding as this Agreement. The Company does not hold any shares of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company its capital stock in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None of the outstanding shares of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or nor is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities ActCapital Stock. (cb) As of the close date of business on the Capitalization Date: (i) 25,496,529 Shares were this Agreement, 4,198,812 shares of Series B Common Stock are subject to issuance pursuant to outstanding Company Options. All outstanding Company Options were granted and outstanding under pursuant to the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise terms of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance Option Plan. The Company Option Plan is binding upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of enforceable by the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion against all holders of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: subject to (i) outstanding shares laws of capital stock general application relating to bankruptcy, insolvency, reorganization, moratorium and the enforcement of or other securities of any Company Entity; creditors’ rights generally, and (ii) outstanding subscriptionsrules of law governing specific performance, optionsinjunctive relief and other equitable remedies. As of the date of this Agreement, calls, warrants or rights (whether or not currently exercisable) to acquire any 70,000 shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Series B Common Stock are subject to issuance pursuant to outstanding warrants (“Company Entity, in each case other than derivative securities not issued by the Company Entities; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pillWarrants”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities).

Capitalization, Etc. (a) The authorized capital stock of the Company Corautus consists of: of (i) 266,500,000 Shares100,000,000 shares of common stock, par value $0.001 per share (the “Corautus Common Stock”), of which 131,880,176 Shares had which, as of the date hereof, 19,728,854 shares have been issued and were are outstanding as of the close date of business on May 4this Agreement, 2023 (the “Capitalization Date”); and (ii) 33,333 5,000,000 shares of Company preferred stock, par value $0.001 per share, of which: (a) 40,000 shares have been designated as Series A Preferred Stock, no shares of which (x) 12,575 are designated as Series O Preferred Stock, none of which were issued and outstanding as of the Capitalization Date, date of this Agreement; (yb) 4,500 are 13,000 shares have been designated as Series X B Preferred Stock, 3,047 no shares of which had been issued and were are outstanding as of the Capitalization Date, and date of this Agreement; (zc) 600 are 17,000 shares have been designated as Series X1 C Preferred Stock, all 2,000 shares of which had have been issued and were or are outstanding as of the Capitalization Date. As date of this Agreement; (d) 1,400,000 shares have been designated as Series D Preferred Stock, 1,385,377 shares of which have been issued or are outstanding as of the Capitalization Datedate of this Agreement; (e) 3,500,000 shares have been designated as Series E Preferred Stock, no Shares were held by 2,475,659 shares of which have been issued or are outstanding as of the Company date of this Agreement (the Corautus Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock is referred to herein, collectively, as the “Corautus Preferred Stock”). Corautus holds 30,224 shares of its common stock in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Corautus Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all Except as set forth on Section 3.3(a)(i) of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None Corautus Disclosure Schedule, none of the outstanding shares of capital stock of the Company are Corautus Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of capital stock of the Company are Corautus Common Stock is subject to any right of first refusal in favor of the Company; (iiiCorautus. Except as contemplated herein and except as identified on Section 3.3(a)(i) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) Corautus Disclosure Schedule there is no Corautus Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a partyCorautus Common Stock. The Company Corautus is not under any obligation, or nor is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Corautus Common Stock or other securities. Section 3.3(a)(ii) of the Company. The Shares constitute Corautus Disclosure Schedule accurately and completely describes all repurchase rights held by Corautus with respect to shares of Corautus Common Stock (including shares issued pursuant to the only outstanding class exercise of securities stock options) and specifies which of those repurchase rights are currently exercisable. (b) Except for the Corautus 2002 Stock Option Plan, as amended (the “Corautus Stock Plan”) and as set forth on Section 3.3(b) of the Company registered Corautus Disclosure Schedule, Corautus does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person. As of the date of this Agreement: (i) 5,366,059 shares of Corautus Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Securities ActCorautus Stock Plan, of which 96,377 must be exercised or will expire by their terms on or prior to April 1, 2007; (ii) 752,744 shares of Corautus Common Stock are reserved for future issuance pursuant to stock options or other awards not yet granted under the Corautus Stock Plan; and (iii) 1,169,024 shares of Corautus Common Stock are reserved for future issuance pursuant to warrants to purchase Corautus Common Stock (“Corautus Warrants”). Corautus has made available to VIA accurate and complete copies of the Corautus Stock Plan and the forms of all stock option agreements evidencing any options granted under the Corautus Stock Plan. (c) As Each grant of a Corautus Option was duly authorized no later than the date on which the Grant of such option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board of Directors of Corautus (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the close applicable compensation plan or arrangement of business the Exchange Act and all other applicable Legal Requirements, the per share exercise price of each Corautus Option was equal to the fair market value of a share of Corautus Common Stock on the Capitalization Date: applicable Grant Date and each such grant was properly accounted for in all material respects in accordance with GAAP in the financial statements (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under including the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(crelated notes) of Corautus and disclosed in the Company Disclosure Schedule sets forth, as of Corautus SEC Documents in accordance with the Capitalization Date, for each Company Option, the holder, Exchange Act and all other applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is boundLegal Requirements. (d) Except for the outstanding shares of Corautus Preferred Stock, Corautus Warrants, Corautus Options, or as set forth in this on Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as 3.3(d) of the Capitalization DateCorautus Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCorautus; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company EntityCorautus; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Corautus Contract under which any Company Entity Corautus is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Corautus (it being agreed that any assertions or claims in respect of not more than an aggregate of 250,000 shares of Corautus Common Stock shall not be deemed a breach of this representation if, and solely to the extent that, the maximum amount shares subject to such assertions or claims are included in the Corautus Aggregate Share Number for the purposes of calculating the Exchange Ratio under Section 1.7). There are no outstanding or authorized stock appreciation, phantom stock, profit participating or other similar rights with respect to Corautus. Except for the Corautus Preferred Stock or as set forth on Section 3.3(d) of the Corautus Disclosure Schedule, Corautus does not have any outstanding bonds, debentures, notes or other obligations to which the holders have the right to vote (or are convertible into or exchangeable for securities having the right to vote) on any matter. (e) All outstanding shares of Corautus Common Stock, Corautus Options, Corautus Warrants and other securities of Corautus have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Corautus’s certificate of incorporation, bylaws and other applicable Contracts. Corautus has delivered to VIA accurate and complete copies of all Corautus Warrants. (f) All of the outstanding shares of capital stock of each of Corautus’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Corautus, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares20,000,000 shares of Company Common Stock, of which 131,880,176 Shares had 2,417,529 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 9,395,146 shares of Company Preferred Stock, of which (x) 12,575 526,667 shares are designated as Series O A Preferred Stock, none of which were issued and outstanding as of the Capitalization Date, (y) 4,500 415,142 shares are designated as Series X B Preferred Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 2,660,081 shares are designated as Series X1 C Preferred Stock, all of which had been issued 3,993,256 shares are Series D Preferred Stock and were outstanding as of the Capitalization Date1,800,000 shares are Series E Preferred Stock. As of the Capitalization Date8 15 date of this Agreement, no Shares were held by the 526,667 of Series A Preferred Stock, 415,142 shares of Series B Preferred Stock, 2,640,081 shares of Series C Preferred Stock, 3,979,442 shares of Series D Preferred Stock and 1,769,155 shares of Series E Preferred Stock are issued and outstanding. Each outstanding share of Company in its treasuryPreferred Stock is convertible into one share of Company Common Stock. All of the outstanding Shares and outstanding shares of Company Common Stock and Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None of the outstanding shares of capital stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(cPart 2.3(a) of the Company Disclosure Schedule lists each repurchase option which is held by the Company and to which any of such shares is currently subject, and the Company has delivered complete and accurate copies of any such repurchase option to Parent. (b) The Company has reserved 4,325,000 shares of Company Common Stock for issuance under the Stock Plans, of which options to purchase 3,110,441 shares are outstanding as of the date of this Agreement. The Company had delivered to Parent a list which accurately sets forth, with respect to each Company Option that is outstanding as of the Capitalization Date, for each date of this Agreement: (i) the name of the holder of such Company Option, ; (ii) the holder, applicable Company Equity Plan governing the Company Option, grant date, total number of Shares shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards Common Stock with respect to any Company Entity to which such Company Entity Option is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently immediately exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entities; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares the date on which such Company Option was granted and the term of the capital stock or other securities of any such Company EntityOption; or (iv) stockholder rights plans the vesting schedule for such Company Option; (or similar plans commonly referred to v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an "incentive stock option" as a “poison pill”defined in Section 422 of the Code. (c) or Contracts under which any The Company Entity is or may become obligated to sell or otherwise issue any has reserved 275,000 shares of its capital stock or Company Common Stock for issuance upon exercise of the Bridge Warrants and the EDS Warrants and 10,000 shares of Series C Preferred Stock, 13,814 shares of Series D Preferred Stock and 27,468 shares of Series E Preferred Stock for issuance upon exercise of the Bank Warrants. The Company has delivered to Parent accurate and complete copies of each Company Warrant and any other securitiesContract pursuant to, or in connection with, which such Company Warrant was issued.

Capitalization, Etc. (a) The authorized capital stock of the Company Assist consists of: : (i) 266,500,000 Shares20,000,000 shares of common stock having a par value of $.001 per share, of which 131,880,176 Shares had 4,661,645 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (this Agreement and of which 9,723,455 shares shall have been issued and shall be outstanding as of the “Capitalization Date”); Closing Date following the exercise of all then outstanding options and warrants to acquire common stock of Assist; (ii) 33,333 12,800 shares of Company Preferred Stockpreferred stock having a par value of $.001 per share, of which (x) 12,575 6,200 have been designated Series A preferred stock and 6,600 have been designated Series B preferred stock. 6,200 shares of Series A preferred are designated as issued and outstanding and are convertible into 413,333 shares of common stock of Assist. 5000 shares of Series O Preferred StockB preferred stock are issued and outstanding, none of which were issued is convertible into common stock of Assist; and (iii) Cayenta will acquire at the Closing, good and outstanding as valid title to the Exchanged Shares free and clear of any Encumbrances. Cayenta Sub will acquire at the Capitalization DateClosing, (y) 4,500 are designated as Series X Preferred Stock, 3,047 good and valid title to the Purchased Shares free and clear of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasuryany Encumbrances. All of such Shares are owned by the outstanding Selling Shareholders in the amounts indicated on the Schedule of Shareholders attached as Part 3.3(a) and are being sold to Cayenta hereunder. (b) All of the Exchanged Shares and outstanding shares all of Company Preferred Stock the Purchased Shares (i) have been duly authorized and validly issued, and (ii) are fully paid and nonassessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None of the outstanding shares of capital stock of the Company are entitled or subject to any preemptive rightnon-assessable, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes were issued in compliance with any applicable preemptive or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; similar rights and (iv) there is no Contract relating have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable Contracts. The Selling Shareholders have delivered or, at the Closing shall deliver, to the voting or registration ofCayenta and Cayenta Sub, or restricting any Person from purchasingrespectively, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock accurate and complete copies of the Company to which stock certificates evidencing the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of Exchanged Shares and the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities ActCayenta Shares. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section Part 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization DateDisclosure Schedule, there are is no: : (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company Entities; Assist; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or Assist; (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity Assist is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Assist. (d) Except as set forth in Part 3.3 of the Disclosure Schedule, Assist has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by Assist were reacquired in full compliance with the applicable provisions of the Utah Revised Business Corporations Act and with all other applicable Legal Requirements.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix as of the Company date of this Agreement consists of: of (i) 266,500,000 Shares50,000,000 shares of CombiMatrix Common Stock, par value $0.001 per share, of which 131,880,176 Shares had 2,918,726 shares have been issued and were are outstanding as of the close date of business on May 4this Agreement, 2023 (the “Capitalization Date”); and (ii) 33,333 5,000,000 shares of Company convertible preferred stock, par value $0.001 per share (the “CombiMatrix Preferred Stock”), of which (xA) 12,575 are 4,000 shares have been designated as Series O A Preferred Stock, none of which were shares of Series A Preferred Stock are outstanding as of the date of this Agreement, (B) 2,000 shares have been designated Series B Preferred Stock, none of which shares of Series B Preferred Stock are outstanding as of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are issued and outstanding as of the Capitalization Date, (y) 4,500 are designated as date of this Agreement. Each share of CombiMatrix Series X F Preferred Stock, 3,047 Stock is convertible into the number of which had been issued and were outstanding as shares of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held CombiMatrix Common Stock equal to 1,000 divided by the Company conversion price of $3.87. CombiMatrix does not hold any shares of its capital stock in its treasury. All of the outstanding Shares and outstanding shares of Company CombiMatrix Common Stock and CombiMatrix Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all As of the authorized date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section 2.3(a) of the CombiMatrix Disclosure Schedule lists, as of the date of this Agreement, (i) each record holder of issued and outstanding capital stock CombiMatrix Common Stock and the number of its Subsidiaryshares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix Warrant. (b) Except as set forth in Section 2.3(b) of the CombiMatrix Disclosure Schedule, (i) None none of the outstanding shares of capital stock of the Company are CombiMatrix Common Stock or CombiMatrix Preferred Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; , (ii) none of the outstanding shares of capital stock of the Company are CombiMatrix Common Stock or CombiMatrix Preferred Stock is subject to any right of first refusal in favor of the Company; CombiMatrix, (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company CombiMatrix having a right to vote on any matters on which the CombiMatrix stockholders of the Company have a right to vote; , and (iv) there is no CombiMatrix Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock CombiMatrix Common Stock or CombiMatrix Preferred Stock. Except as set forth in Section 2.3(b) of the Company to which the Company is a party. The Company CombiMatrix Disclosure Schedule, CombiMatrix is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock CombiMatrix Common Stock, CombiMatrix Preferred Stock, CombiMatrix Warrants or other securities. Section 2.3(b) of the Company. The Shares constitute CombiMatrix Disclosure Schedule accurately and completely lists all repurchase rights held by CombiMatrix and specifies (i) each holder of CombiMatrix Common Stock (including shares issued pursuant to the only outstanding class exercise of securities stock options), CombiMatrix Preferred Stock or CombiMatrix Warrant subject to such repurchase right, (ii) the original date of purchase of such CombiMatrix Common Stock, CombiMatrix Preferred Stock or CombiMatrix Warrant, (iii) the number of shares of CombiMatrix Common Stock or CombiMatrix Preferred Stock or shares underlying CombiMatrix Warrants subject to such repurchase rights, (iv) the purchase price paid by such holder, (v) any vesting schedule under which such repurchase rights lapse, and (vi) whether, to the Knowledge of CombiMatrix, the holder of such CombiMatrix Common Stock or CombiMatrix Preferred Stock subject to such repurchase right filed an election under Section 83(b) of the Company registered under the Securities ActCode with respect to such CombiMatrix Common Stock or CombiMatrix Preferred Stock within thirty (30) days of purchase. (c) As Except for the CombiMatrix 2006 Stock Incentive Plan (the “2006 Plan”), and except as set forth in Section 2.3(c) of the close CombiMatrix Disclosure Schedule, CombiMatrix does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. CombiMatrix has reserved 600,000 shares of business on CombiMatrix Common Stock for issuance under the Capitalization Date: 2006 Plan. Of such reserved shares of CombiMatrix Common Stock, (i) 25,496,529 Shares were subject to issuance 823 shares have been previously issued pursuant to Company Options granted and outstanding under the Company Equity Plansexercise of options, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans34,246 shares have been previously issued pursuant to the settlement of RSUs, (iii) 830,600 Shares were reserved for future issuance under 97 shares have been previously issued pursuant to the Company ESPPgrants of restricted stock, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreementoptions to purchase 64,310 shares have been granted and are currently outstanding, (v) 169,014 Shares were subject to issuance 98,049 shares are issuable upon exercise settlement of the Company Warrantscurrently outstanding RSUs, and (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding 402,475 shares of Series X Preferred CombiMatrix Common Stock and (vii) 6,000,000 Shares were subject remain available for future award grants pursuant to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock2006 Plan. Section 3.3(c2.3(c) of the Company CombiMatrix Disclosure Schedule sets forth, forth the following information (A) with respect to each CombiMatrix Option outstanding as of the Capitalization Date, for each Company date of this Agreement: (1) the name of the optionee; (2) the number of shares of CombiMatrix Common Stock subject to such CombiMatrix Option as of the date of this Agreement; (3) the exercise price of such CombiMatrix Option; (4) the date on which such CombiMatrix Option was granted; (5) the vesting schedule applicable to such CombiMatrix Option, including the number of vested and unvested shares and whether by its terms the vesting of such CombiMatrix Option would be accelerated by the Contemplated Transactions; (6) the date on which such CombiMatrix Option expires; and (7) whether such CombiMatrix Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (B) with respect to each CombiMatrix RSU outstanding as of the date of this Agreement: (1) the name of the holder, applicable Company Equity Plan governing ; (2) the Company Option, grant date, number of Shares subject shares of CombiMatrix Common Stock issuable upon settlement of the RSU as of the date of this Agreement; (3) the date on which such CombiMatrix RSU was granted; (4) the vesting schedule applicable to such CombiMatrix RSU, including the Company Option, extent vested to date and whether by its terms the vesting schedule, exercise price of such CombiMatrix RSU would be accelerated by the Contemplated Transactions; and expiration date(5) the date on which such CombiMatrix RSU expires. Other than CombiMatrix has made available to Invitae an accurate and complete copy of the 2006 Plan and forms of all stock option agreements and RSU agreements approved for use thereunder. Except as set forth in Section 2.3(c) of the CombiMatrix Disclosure Schedule or as contemplated by Section 1.5 of this Section 3.3(c)Agreement, there are no issued, reserved for issuance, outstanding vesting of CombiMatrix Options or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units CombiMatrix RSUs will accelerate in connection with the execution of this Agreement or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is boundthe closing of the Contemplated Transactions. (d) Except as set forth for the outstanding CombiMatrix Options and CombiMatrix RSUs identified in this Section 3.3 2.3(c) of the CombiMatrix Disclosure Schedule and except for Shares issuable upon the exercise or conversion of Company Options, Company outstanding CombiMatrix Warrants and shares of Company CombiMatrix Series F Preferred Stock outstanding as identified in Section 2.3(a) of the Capitalization DateCombiMatrix Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of CombiMatrix or any Company Entity, in each case other than derivative securities not issued by the Company Entitiesof its Subsidiaries; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of CombiMatrix or any Company Entityof its Subsidiaries; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which CombiMatrix or any Company Entity of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of CombiMatrix or any of its Subsidiaries. There are no outstanding or authorized stock appreciation rights, phantom stock, profit participation or other similar rights with respect to CombiMatrix or any of its Subsidiaries. (e) All outstanding shares of CombiMatrix Common Stock and CombiMatrix Preferred Stock, as well as all CombiMatrix Options, CombiMatrix RSUs, CombiMatrix Warrants and all other securities of CombiMatrix, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable Contracts. CombiMatrix has delivered to Invitae accurate and complete copies of all outstanding CombiMatrix RSUs and CombiMatrix Warrants (other than the CombiMatrix Series F Warrants). CombiMatrix has delivered to Invitae an accurate and complete copy of the form of CombiMatrix Series F Warrant, and there are no deviations between the terms of any outstanding CombiMatrix Series F Warrants and the terms reflected in such form. (f) With respect to the Merger as a Fundamental Transaction (as defined in CombiMatrix’s Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock as in effect on the date of this Agreement—the “CombiMatrix Series F Preferences Certificate”): (i) the Fundamental Transaction Amount (as defined in the CombiMatrix Series F Preferences Certificate) is a number of shares of Invitae Common Stock equal to the product of (x) the Exchange Ratio multiplied by (y) the number of shares of CombiMatrix Common Stock underlying a share of outstanding CombiMatrix Series F Preferred Stock on the date immediately prior to the Effective Time; and (ii) such foregoing product is greater than 130% of the Stated Value (as defined in the CombiMatrix Series F Preferences Certificate) of a share of outstanding CombiMatrix Series F Preferred Stock on the date of the Effective Time.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of thirty-six million five hundred fifty thousand (i36,550,000) 266,500,000 Sharesshares, of which 131,880,176 Shares had thirty million (30,000,000) shares are of a class designated Common Stock with a par value of $.001 per share ("Company Common Stock") (of which 4,467,713 shares have been issued and were are outstanding as of the close date of business on May 4this Agreement), 2023 and six million five hundred fifty thousand (the “Capitalization Date”); and (ii6,550,000) 33,333 shares are of Company a class designated Preferred Stock, of which three million two hundred forty thousand (x3,240,000) 12,575 shares are of a series designated as "Series O A Preferred Stock", none restated par value $0.001 per share (of which were 3,240,000 shares have been issued and are outstanding as of the Capitalization Datedate of this Agreement), and three million three hundred ten thousand (y3,310,000) 4,500 shares are of a series designated as "Series X B Preferred Stock", 3,047 par value $0.001 per share (of which had 3,310,000 shares have been issued and were are outstanding as of the Capitalization Datedate of this Agreement). Each outstanding share of Series A Preferred Stock and Series B Preferred Stock is convertible into one share of Company Common Stock. The board of directors of the Company has not at any time declared, and, in connection with the transactions contemplated by this Agreement, the holders of Series A Preferred Stock and (z) 600 Series B Preferred Stock are designated as not entitled to, any dividends with respect to the Series X1 A Preferred Stock and Series B Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasury. All of the outstanding Shares and outstanding shares of Company Common Stock, Series A Preferred Stock and Series B Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all Part 2.3(a) of the authorized Disclosure Schedule provides an accurate and outstanding capital stock complete description of its Subsidiarythe terms of each repurchase option which is held by the Company and to which any of such shares is subject. (b) (i) None The Company has reserved 4,500,000 shares of Company Common Stock for issuance under its Stock Plan, of which options to purchase 434,985 shares are outstanding as of the outstanding shares date of capital stock this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none Option that is outstanding as of the outstanding shares date of capital stock of the Company are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Datethis Agreement: (i) 25,496,529 Shares were subject to issuance pursuant to the name of the holder of such Company Options granted Option and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under the total number of shares of Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were Common Stock that are subject to issuance upon exercise such Company Option and the number of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Company Common Stock and (vii) 6,000,000 Shares were subject with respect to issuance upon conversion of which such Company Option is immediately exercisable. At the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forthEffective Time, as of the Capitalization Date, for each Company Option, the holderwhether vested or unvested, applicable Company Equity Plan governing the Company Optionshall be terminated, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar all rights or equity-based awards with respect to Company Common Stock under outstanding Company Options shall thereupon be terminated, and the Company Options shall no longer represent any Company Entity interest in the Company, the Surviving Corporation or Parent or any right to which such Company Entity is a party receive any other consideration from the Company, the Surviving Corporation or by which such Company Entity is bound. (d) Parent. Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as Part 2.3(b) of the Capitalization DateDisclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCompany; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entitythe Company; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any the Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. (c) All outstanding shares of Company Common Stock, Series A Preferred Stock and Series B Preferred Stock, and all outstanding Company Options, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, all outstanding shares of capital stock or other securities of the Subsidiaries are owned of record and beneficially by the Company and have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable Contracts. There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Subsidiaries; (iii) Contract under which any of the Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Subsidiaries. (e) Except as set forth in Part 2.3(d) of the Disclosure Schedule, none of the Acquired Corporations has ever repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of any of the Acquired Corporations. All securities so reacquired by the Company were reacquired in compliance with (i) all applicable Legal Requirements and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares50,000,000 shares of Common Stock, without par value, of which 131,880,176 Shares had 10,123,313 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 25,000,000 shares of Company Preferred Stock, without par value, 5,771,788 of which (x) 12,575 are have been designated as "Series O A Preferred Stock, none ," all of which were have been issued and are outstanding as of the Capitalization Datedate of this Agreement, (y) 4,500 are 3,690,986 of which have been designated as "Series X A-1 Preferred Stock, 3,047 ," all of which had have been issued and were are outstanding as of the Capitalization Datedate of this Agreement, and (z) 600 are 12,500,000 of which have been designated as "Series X1 B Preferred Stock, all ," none of which had have been issued and were or are outstanding as of the Capitalization Datedate of this Agreement. As Each outstanding share of the Capitalization Date, no Shares were held by the Series A Preferred Stock and Series A-1 Preferred Stock is convertible into one share of Company in its treasuryCommon Stock. All of the outstanding Shares and outstanding shares of Company Common, Stock Series A Preferred Stock and Series A-1 Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Company owns all Part 2.3 of the authorized Disclosure Schedule provides an accurate and outstanding capital stock complete description of its Subsidiarythe terms of each repurchase option which is held by the Company and to which any of such shares is subject. (b) The Company has reserved 5,628,875 shares of Company Common Stock for issuance under its 1996 Stock Option Plan, of which options to purchase 4,669,162 shares are outstanding as of the date of this Agreement and options to purchase 303,943 shares have been exercised. Part 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) None the name of the outstanding shares holder of capital stock of the such Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightOption; (ii) none the total number of the outstanding shares of capital stock of the Company Common Stock that are subject to any right such Company Option and the number of first refusal in favor shares of the CompanyCompany Common Stock with respect to which such Company Option is immediately exercisable; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters date on which such Company Option was granted and the stockholders term of such Company Option; (iv) the vesting schedule for such Company have a right to voteOption; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (ivvi) there is no Contract relating to whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the voting or registration ofCode. Part 2.3 of the Disclosure Schedule also accurately sets forth, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock to each Company Warrant that is outstanding as of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares date of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Datethis Agreement: (i) 25,496,529 Shares were subject to issuance pursuant to the name of the holder of such Company Options granted and outstanding under the Company Equity Plans, Warrant; (ii) 3,851,650 Shares were reserved for future issuance under the total number of shares of Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were Common Stock or Preferred Stock that are subject to issuance upon exercise such Company Warrant and the number of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Company Common Stock or Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity Warrant is a party or by immediately exercisable; (iii) the date on which such warrant was granted and the term of such Company Entity is bound. Warrant; (div) the vesting schedule for such Company Warrant (if any); and (v) the purchase price per share of Company Common Stock or Preferred Stock purchasable under such Company Warrant. Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as Part 2.3 of the Capitalization DateDisclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCompany; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.instrument or

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares81,000,000 shares of Common Stock, $0.001 par value, of which 131,880,176 Shares had 6,522,885 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 59,000,000 shares of Company Preferred Stock, 0.001 par value, (A) 254,780 of which (x) 12,575 are have been designated as "Series O A Preferred Stock, none ," of which were 254,780 shares have been issued and are outstanding as of the Capitalization Datedate of this Agreement, (yB) 4,500 are 2,068,747 of which have been designated as "Series X B Preferred Stock, 3,047 ," of which had 1,902,081 shares have been issued and were are outstanding as of the Capitalization Datedate of this Agreement, and (zC) 600 are 6,759,143 of which have been designated as "Series X1 C Preferred Stock, all ," of which had 6,759,143 shares have been issued and were are outstanding as of the Capitalization Date. As date of this Agreement, (D) 19,432,009 of which have been designated "Series D Preferred Stock," of which 19,059,036 shares have been issued and are outstanding as of the Capitalization Datedate of this Agreement, no Shares were held by (E) 30,000,000 of which have been designated "Series E Preferred Stock," of which 15,400,000 shares have been issued and are outstanding as of the date of this Agreement. Each outstanding share of the Senior Preferred Stock is convertible into one share of Company in its treasuryCommon Stock. Each share of Series A Preferred Stock is convertible into 1.6 shares of Common Stock. All of the outstanding Shares and outstanding shares of Company Common Stock and Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. The Part 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company owns all and to which any of such shares is subject. Immediately prior to the Closing, the authorized and outstanding stock of the Company will be as set forth above, except for the issuance of capital stock upon the exercise of its SubsidiaryCompany stock options and warrants outstanding as of the date of this agreement. (b) The Company has reserved 6,646,838 shares of Company Common Stock for issuance under its 1999 Stock Option Plan, of which options to purchase 2,375,567 shares are outstanding as of the date of this Agreement. The Company has reserved 2,672,400 shares of Company Common Stock for issuance under its 1995 Stock Plan, of which options to purchase 1,875,400 shares are outstanding as of the date of this Agreement. Part 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Company stock option that is outstanding as of the date of this Agreement: (i) None the name of the outstanding shares holder of capital such Company stock of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightoption; (ii) none the total number of the outstanding shares of capital stock of the Company Common Stock that are subject to any right such Company stock option and the number of first refusal in favor shares of Company Common Stock with respect to which such Company stock option is immediately exercisable and will be exercisable as of the CompanyClosing; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters date on which such Company stock option was granted and the stockholders term of such Company stock option; (iv) the vesting schedule for such Company have a right to votestock option; (v) the exercise price per share of Company Common Stock purchasable under such Company stock option; and (ivvi) there is no Contract relating whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Code. All Company stock options under the Company's 1999 Stock Option Plan and 1995 Stock Plan not exercised prior to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of Closing will terminate at the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities ActClosing. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity There is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesCompany; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company Entitythe Company; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any the Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities, whether in connection with a change of control or otherwise; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company, other than (x) warrants to purchase 279,807 shares of Common Stock, (y) warrants to purchase 166,666 shares of Series B Preferred Stock, and (x) warrants to purchase 7,285,000 shares of Series E Preferred Stock. (d) All outstanding shares of Company Common Stock and Preferred Stock, and all outstanding Company stock options, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the Texas Business Corporation Act and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (f) The authorized capital stock of Intelligent Reasoning Systems International, Inc., a Delaware corporation ("IRSII") consists of: (i) 10,000 shares of Common Stock, $0.001 par value, of which 1,000 shares have been issued and are outstanding as of the date of this Agreement; and no shares of Preferred Stock. All of the outstanding shares of common stock of IRSII have been duly authorized and validly issued, and are fully paid and non-assessable, and are owned free and clear of all Encumbrances by the Company. None of such shares are subject to a right of repurchase. There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of IRSII; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of IRSII; (iii) Contract under which IRSII is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities, whether in connection with a change of control or otherwise; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of IRSII. Neither the Company nor IRSII has ever repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of IRSII. To the extent that any securities were reacquired by the Company or IRSII, such securities were reacquired in compliance with (i) the applicable provisions of all applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (g) The authorized capital stock of IRSI Japan K.K., a corporation organized under the laws of Japan ("IRSI Japan"), consists of: (i) 200 shares of Common Stock, $0.001 par value, of which 200 shares have been issued and are outstanding as of the date of this Agreement; and no shares of Preferred Stock. All of the outstanding shares of common stock of IRSI Japan have been duly authorized and validly issued, and are fully paid and non-assessable, and are owned free and clear of all Encumbrances by IRSII. None of such shares are subject to a right of repurchase. There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of IRSI Japan; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of IRSI Japan; (iii) Contract under which IRSI Japan is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities, whether in connection with a change of control or otherwise; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of IRSI Japan. Neither the Company nor IRSI Japan has ever repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of IRSI Japan. To the extent that any securities were reacquired by the Company or IRSI Japan, such securities were reacquired in compliance with (i) the applicable provisions of all applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company Merger Partner consists of: of (i) 266,500,000 Shares66,000,000 shares of Merger Partner Common Stock, par value $0.001 per share, of which 131,880,176 Shares had 3,528,961 shares have been issued and were are outstanding as of the close date of business on May 4this Agreement, 2023 (the “Capitalization Date”)ii) 426,008 shares of Series A Preferred Stock, par value $0.001 per share of which 426,008 shares have been issued and are outstanding; (iii) 7,966,748 shares of Series B Preferred Stock, par value $0.001 per share of which 7,966,748 shares have been issued and are outstanding; (iv) 21,300,000 shares of Series C Preferred Stock, par value $0.001 per share of which 20,079,889 shares have been issued and are outstanding; and (iiv) 33,333 24,029,412 shares of Company Series D Preferred Stock, par value $0.001 per share of which (x) 12,575 are designated as Series O Preferred Stock, none of which were issued and outstanding as of the Capitalization Date, (y) 4,500 are designated as Series X Preferred Stock, 3,047 of which had 23,529,410 shares have been issued and were outstanding as are outstanding. Merger Partner does not hold any shares of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company its capital stock in its treasury. All of the outstanding Shares and outstanding shares of Company Merger Partner Common Stock and Merger Partner Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all Except as set forth in Part 2.3(a) of the authorized and outstanding capital stock of its Subsidiary. (b) (i) None Merger Partner Disclosure Schedule, none of the outstanding shares of capital stock of the Company are Merger Partner Common Stock or Merger Partner Preferred Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) right and none of the outstanding shares of capital stock of the Company are Merger Partner Common Stock or Merger Partner Preferred Stock is subject to any right of first refusal in favor of Merger Partner. Except as contemplated herein or as set forth in the Company; (iii) there are no outstanding bondsMerger Partner Disclosure Schedule, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Merger Partner Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a partyMerger Partner Common Stock or Merger Partner Preferred Stock. The Company Merger Partner is not under any obligation, or nor is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Merger Partner Common Stock or other securities. Part 2.3(a) of the Company. The Shares constitute Merger Partner Disclosure Schedule accurately and completely describes all repurchase rights held by Merger Partner with respect to shares of Merger Partner Common Stock (including shares issued pursuant to the only outstanding class exercise of securities stock options) and Merger Partner Preferred Stock, and specifies each holder of Merger Partner Common Stock or Merger Partner Preferred Stock, the date of purchase of such Merger Partner Common Stock or Merger Partner Preferred Stock, the number of shares of Merger Partner Common Stock or Merger Partner Preferred Stock subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse, and whether the holder of such Merger Partner Common Stock or Merger Partner Preferred Stock filed an election under Section 83(b) of the Company registered Code with respect to such Merger Partner Common Stock or Merger Partner Preferred Stock within thirty (30) days of purchase. Each share of Merger Partner Preferred Stock is convertible into one share of Merger Partner Common Stock. (b) Except for the Merger Partner Amended and Restated 2002 Stock Option Plan (the “Merger Partner Stock Option Plan”), Merger Partner does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. Merger Partner has reserved 10,043,185 shares of Merger Partner Common Stock for issuance under the Securities ActMerger Partner Stock Option Plan, of which 1,760,062 shares have been issued and 7,707,034 shares are subject to issuance pursuant to stock options granted and outstanding under the Merger Partner Stock Option Plan and 576,089 shares of Merger Partner Common Stock are reserved for future issuance pursuant to stock options not yet granted under the Merger Partner Stock Option Plan. 1,103,769 shares of Merger Partner Series C Preferred Stock are reserved for future issuance pursuant to warrants to purchase Merger Partner Series C Preferred Stock (collectively, the “Merger Partner Warrants”). Part 2.3(b) of the Merger Partner Disclosure Schedule sets forth the following information with respect to each Merger Partner Option outstanding as of the date of this Agreement: (A) the name of the optionee; (B) the number of shares of Merger Partner Common Stock subject to such Merger Partner Option at the time of grant; (C) the number of shares of Merger Partner Common Stock subject to such Merger Partner Option as of the date of this Agreement; (D) the exercise price of such Merger Partner Option; (E) the date on which such Merger Partner Option was granted; (F) the applicable vesting schedule, including the number of vested and unvested shares; (G) the date on which such Merger Partner Option expires; and (H) whether such Merger Partner Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Merger Partner has made available to Pivot an accurate and complete copy of the Merger Partner Stock Option Plan, forms of all stock option agreements approved for use thereunder, copies of resolutions of the board of directors approving option grants and copies of stockholder resolutions approving all stock option plans pursuant to which Merger Partner has ever granted stock options. No Merger Partner Options are subject to the requirements of Section 409A of the Code. No vesting of Merger Partner Options will accelerate in connection with the closing of the Proposed Transactions. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved Except for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to issuance upon exercise of the Company Warrants, (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(cMerger Partner Options, Merger Partner Warrants or as set forth on Part 2.3(c) of the Company Merger Partner Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth in this Section 3.3(c)Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, there are no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Company Entity, in each case other than derivative securities not issued by the Company EntitiesMerger Partner; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company EntityMerger Partner; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any Company Entity Merger Partner is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any Merger Partner. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Merger Partner. (d) All outstanding shares of Merger Partner Common Stock, Merger Partner Preferred Stock, options, warrants and other securities of Merger Partner have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. Merger Partner has delivered to Pivot accurate and complete copies of all Merger Partner Warrants.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 266,500,000 Shares47,235,036 shares of Company Common Stock, of which 131,880,176 Shares had 6,296,318 shares have been issued and were are outstanding as of the close date of business on May 4, 2023 (the “Capitalization Date”)this Agreement; and (ii) 33,333 34,827,484 shares of Company Preferred Stock, of which (x) 12,575 are 7,310,000 shares have been designated as Series O A Preferred Stock, none of which were 7,250,000 are issued and outstanding as of the Capitalization Datedate of this Agreement, (y) 4,500 are 6,491,228 shares have been designated as Series X B Preferred Stock, 3,047 6,491,288 of which had been are issued and were outstanding as of the Capitalization Date, date of this Agreement and (z) 600 are 20,966,315 shares have been designated as Series X1 C Preferred Stock, all 20,631,578 of which had been are issued and were outstanding as of the Capitalization Date. As date of the Capitalization Date, no Shares were held by the Company in its treasurythis Agreement. All of the outstanding Shares shares of Company Common Stock and outstanding shares each series of Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all Part 2.3(a) of the authorized Company Disclosure Schedule sets forth the name and outstanding capital stock address of its Subsidiary. (beach Company Stockholder, and the number of shares of Company Common Stock and each series of Company Preferred Stock held by each Company Stockholder. Except as set forth in Part 2.3(a) of the Company Disclosure Schedule: (i) None none of the outstanding shares of capital stock of the Company are Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Company are Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Common Stock or Company is a partyPreferred Stock. The Company is not under any obligation, or and is not bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities ActCommon Stock or Company Preferred Stock. (cb) As of the close date of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to this Agreement, 7,065,000 shares of Company Options granted and outstanding under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were Common Stock have been reserved for issuance under the 2022 Sale Agreement1999 Stock Plan, of which options covering 3,397,023 shares have been granted in accordance therewith and are currently outstanding. (v) 169,014 Shares were subject to issuance upon exercise of Stock options granted by the Company Warrants, (vipursuant to the foregoing plan are referred to in this Agreement as "Company Options.") 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Section 3.3(cPart 2.3(b) of the Company Disclosure Schedule sets forth, forth the following information with respect to each Company Option outstanding as of the Capitalization Date, for each date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedules, and the holder, applicable extent to which such Company Equity Plan governing Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Option expires. The Company has delivered or made available to Acquiror accurate and complete copies of all plans pursuant to which the Company Optionhas ever granted stock options, grant date, number and the forms of Shares subject to the Company Option, vesting schedule, exercise price and expiration dateall stock option agreements evidencing such options. Other than as set forth in this Section 3.3(c), there There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to any Company Entity to which such Company Entity is a party or by which such Company Entity is boundthe Company. (dc) Except as set forth in this Section 3.3 and except for Shares issuable upon Part 2.3(c) of the exercise or conversion of Company OptionsDisclosure Schedule, Company Warrants and shares of Company Preferred Stock outstanding as of the Capitalization Date, date of this Agreement there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stockstock or other securities of the Company; (ii) outstanding security, restricted instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock unitor other securities of the Company, stock-based performance unit except for Company Options; (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other right securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is linked to, entitled to acquire or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any the Company. (d) All outstanding shares of Company EntityCommon Stock, all outstanding shares of Company Preferred Stock and all outstanding Company Options have been issued and granted in each case compliance with (i) all applicable securities laws and other than derivative securities not applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) Resonext Communications N.V. ("Belgian Sub") is a corporation duly organized and validly existing under the laws of Belgium and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. The authorized capital stock of the Belgian Sub consists of: (i) 670 shares of Resonext Communications N.V. common stock, no par value per share, all of which have been issued and are outstanding as of the date of this Agreement and are owned beneficially and of record by the Company Entitiesand David Tahmassebi (xxx "Xxxxxxx Xhares"). The authorized charter capital of the Russian Sub consists of: (i) one share ("dolya"), with a nominal value of 7,819,000 Russian rubles, of which one share has been issued and is outstanding as of the date of this Agreement and is owned beneficially and of record by the Company (the "Russian Share"). All of the Belgian Shares have been duly authorized and validly issued, and are fully paid for. The Russian Share has been duly authorized and validly issued, and is fully paid and nonassessable. Except as set forth in Part 2.3(e) of the Company Disclosure Schedule: (i) none of the outstanding Belgian Shares or Russian Share (x) is entitled or subject to any preemptive right, right of participation, or, only with regard to the Russian Share, right of maintenance, or any similar right; or (y) is subject to any right of first refusal in favor of the issuer thereof; and (ii) there is no Contract relating to the voting or registration of, or restricting the Company from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any of such shares. Except as set forth in the Company Disclosure Schedule, neither the Belgian Sub nor the Russian Sub is under any obligation, nor is either bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Belgian Shares or Russian Share. Except as set forth in Part 2.3(e) of the Company Disclosure Schedule, as of the date of this Agreement there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any Company Subsidiary; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Company EntitySubsidiary; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “"poison pill”") or Contracts Contract under which any Company Entity Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any Company Subsidiary. All outstanding Belgian Shares and Russian Share have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts.