Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized Company Capital Stock as of the date of this Agreement consists of (i) 26,300,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the 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 date of this Agreement, (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. Except as contemplated herein, 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 granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock.

Capitalization, Etc. (a) The authorized Company Capital Stock capital stock of CombiMatrix as of the date of this Agreement consists of (i) 26,300,000 50,000,000 shares of Company CombiMatrix Common Stock, par value $0.0001 0.001 per share, of which 4,912,656 2,918,726 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 5,000,000 shares of convertible preferred stock, par value $0.0001 0.001 per shareshare (the “CombiMatrix Preferred Stock”), of which (A) 8,502,752 4,000 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all none of which shares of Series A Preferred Stock are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the 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 date of this Agreement, (B) 5,425,829 2,000 shares which have been designated as Series B Preferred Stock, none of which shares of Series B Preferred Stock are outstanding as of the date of this Agreement, all (C) 2,500 shares have been designated Series C Preferred Stock, none of which shares of Series C Preferred Stock are issued and 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 (CF) 6,203,474 8,000 shares which have been designated as Series C F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 5,210,922 92 shares of which are issued and outstanding as of the date of this Agreement. The Each share of CombiMatrix Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B F Preferred Stock and Series C Preferred is convertible into the number of shares of CombiMatrix Common Stock are collectively referred equal to herein as 1,000 divided by the “Company Preferred Stock”conversion price of $3.87. The Company CombiMatrix does not hold any shares of its capital stock in its treasury. Except as contemplated hereinAll of the outstanding shares of CombiMatrix Common Stock and CombiMatrix Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there is no Company Contract relating 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 voting or registration of“CombiMatrix Series F Warrants” and, or restricting any Person from purchasing, selling, pledging or otherwise disposing of collectively with the warrants referred to in the foregoing clauses (or granting any option or similar right with respect toi) through (viii), any 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 CombiMatrix Common Stock and the number of shares 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 Company CombiMatrix Common Stock or Company Preferred Stocksubject 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.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 28,000,000 shares of Company Common Stock, Stock ($.0005 par value $0.0001 per share), of which 4,912,656 4,774,580 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 14,000,000 shares of Preferred Stock ($.0005 par value per share), (A) 600,000 of which have been designated "Series A Preferred Stock," all of which have been issued and are outstanding as of the date hereof, (B) 1,280,000 of which have been designated "Series B Preferred Stock," all of which have been issued and are outstanding as of the date hereof, (C) 2,636,362 of which have been designated 10. 18 "Series C Preferred Stock," 2,454,544 of which have been issued and are outstanding as of the date 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 date hereof and as of the Effective Time, each outstanding share of Company Preferred Stock is and shall be convertible into one share of Company Common Stock. 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. All outstanding shares of Company Common Stock and Company 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) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (Aall requirements set forth in applicable Contracts. Part 2.3(a) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued Company Disclosure Schedule provides an accurate and outstanding as complete description of the date terms of this Agreement, each repurchase option which is held by the Company and (z) 4,279,162 shares to which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (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. Except as contemplated herein, there of the Company is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stocksubject.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 47,235,036 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 6,296,318 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 34,827,484 shares of preferred stock, par value $0.0001 per shareCompany Preferred Stock, of which (Ax) 8,502,752 7,310,000 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which 7,250,000 are issued and outstanding as of the date of this Agreement, (y) 2,572,912 6,491,228 shares which have been designated as Series A-2 B Preferred Stock, all 6,491,288 of which are issued and outstanding as of the date of this Agreement, Agreement and (z) 4,279,162 20,966,315 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (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 20,631,578 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 All of the outstanding shares of Company Common Stock and each series of Company Preferred Stock have been duly authorized and Series C validly issued, and are fully paid and nonassessable. Part 2.3(a) of the Company Disclosure Schedule sets forth the name and address of each Company Stockholder, and the number of shares of Company Common Stock and each series of Company Preferred Stock are collectively referred to herein as the “held by each Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasuryStockholder. Except as contemplated hereinset forth in Part 2.3(a) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company; and (iii) 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 granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. The Company is not under any obligation, and is not bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or Company Preferred Stock.

Capitalization, Etc. (a) The authorized Company Capital capital stock of DocuMagix consists of: (i) 26,000,000 shares of Common Stock (with no par value) ("DocuMagix Common Stock"), of which 3,455,879 shares have been issued and are outstanding as of the date of this Agreement consists of Agreement; and (iii) 26,300,000 18,552,182 shares of Company Common Preferred Stock (with no par value) ("DocuMagix Preferred Stock"), par value $0.0001 per share, (A) 3,300,000 of which 4,912,656 have been designated "Series A Preferred Stock," all of which have been issued and are outstanding as of the date of this Agreement, (B) 1,521,000 of which have been designated "Series B Preferred Stock," of which 1,519,019 shares have been issued and are outstanding as of the date of this agreement, (C) 4,438,000 of which have been designated "Series C Preferred Stock," of which 4,432,978 shares have been issued and are outstanding as of the 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 date of this Agreement, (E) 568,182 of which have been designated "Series E Preferred Stock," all of which have been issued and are outstanding as of the 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 (iiG) 20,132,055 shares 750,000 of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as "Series A-1 G Preferred Stock, all ," of which are 150,000 shares have been issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the 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 date of this Agreement, (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 Stockrights, Series A-2 Preferred Stockpreferences, Series A-3 Preferred Stock, Series B privileges and restrictions of the DocuMagix Common Stock and the DocuMagix Preferred Stock and Series C (including each series thereof) are as stated in the 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 of DocuMagix Common Stock and DocuMagix Preferred Stock have been duly authorized and validly issued, and are collectively referred fully paid and non-assessable. Except as set forth in Part 2.3(a) of the Disclosure Schedule, there is no: (iii) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to herein as acquire any shares of the “Company Preferred Stock”. The Company does not hold capital stock or other securities of DocuMagix; (iv) repurchase option which is held by DocuMagix to any outstanding shares of DocuMagix capital stock; (v) 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 DocuMagix; (vi) Contract under which DocuMagix is or may become obligated to sell or otherwise issue any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating 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 voting effect that such Person is entitled to acquire or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), receive any shares of Company 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 Company 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 StockStock (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.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 141,000,000 shares of Company Common Stock, Stock (with $0.001 par value $0.0001 per sharevalue), of which 4,912,656 30,781,034 shares have been issued and are outstanding as of the date of this Agreement, Signing Date; and (ii) 20,132,055 73,542,017 shares of preferred stock, Company Preferred Stock (with $0.001 par value $0.0001 per share, value) of which (A1) 8,502,752 shares 4,590,000 have been designated as “Series A Preferred Stock, including (x) 1,650,678 shares ,” all of which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date Signing Date; (2) 8,399,819 have been designated “Series B Preferred Stock,” 8,014,573 shares of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and are outstanding as of the date Signing Date; (3) 3,846,371 have been designated “Series C Preferred Stock,” 3,735,857 shares 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 are outstanding as of the date Signing Date; (4) 16,060,562 have been designated “Series D Preferred Stock,” 16,031,233 shares of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and are outstanding as of the date Signing Date; (5) 5,027,622 have been designated “Series E Preferred Stock,” all 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 are outstanding as of the date of this Agreement. The Signing Date; (6) 27,697,643 have been designated “Series A-1 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 A-2 G-1 Preferred Stock, Series A-3 Preferred Stock, Series B ,” 4,969,219 shares of which have been issued and are outstanding as of the Signing Date. Each outstanding share of Company Preferred Stock and Series C Preferred Stock are collectively referred to herein as is convertible into one share of Company Common Stock. All of the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, 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 granting any option or similar right with respect to), any outstanding shares of Company Common Stock or and Company Preferred StockStock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3(a) of the Disclosure Schedule 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.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 25,000,000 shares of Company Common Stock, Stock (with $0.001 par value $0.0001 per sharevalue), of which 4,912,656 7,340,863 shares have been issued and are outstanding as of the date of this Agreement, and ; (ii) 20,132,055 5,372,500 shares of preferred stock, Company Preferred Stock (with $0.001 par value $0.0001 per share, of value) which (A) 8,502,752 shares have been designated as "Series A Preferred Stock, including (x) 1,650,678 ," of which 5,335,000 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement, ; (yiii) 2,572,912 3,100,000 shares of Company Preferred Stock (with $0.001 par value) which have been designated as "Series A-2 B Preferred Stock, all ," of which are 2,884,448 shares have been issued and are outstanding as of the date of this Agreement, ; and (ziv) 4,279,162 4,100,000 shares of Company Preferred Stock (with $0.001 par value) which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (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 3,992,497 shares have been issued and are 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. Except as contemplated herein, there is no Company Contract relating to by the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of Recapitalization Transaction (or granting any option or similar right with respect toas defined in Section 4.4 hereof), any each outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock or and Company Preferred StockStock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3(a) of the Disclosure Schedule 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.

Capitalization, Etc. (a) The authorized Company Capital Stock as As of the date of this Agreement Agreement, the authorized capital stock of the Company consists of of: (i) 26,300,000 20,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 2,891,546 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 7,500,000 shares of preferred stockCompany Preferred Stock, of which 761,903 are undesignated Preferred Stock (none of which are outstanding), 125,000 are designated Series A Redeemable Preferred Stock, par value $0.0001 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 (A) 8,502,752 the Company. 125,000, 445,263, 1,418,200, 630,756, 2,140,873, 0, and 811,423 shares have been designated as of Series A Redeemable Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 B Convertible Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 C Convertible Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 C1 Convertible Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (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 D Convertible Preferred Stock, 5,210,922 of which are Series D1 Convertible Preferred Stock and Series E Convertible Preferred Stock, respectively, have been issued and are 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 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 and Series C Preferred Stock are collectively referred to herein as the “(other than undesignated Company Preferred Stock”) is convertible as of the date of this Agreement. The Except as set forth in Part 2.3(a) of the Company Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are no shares of Company Stock held by any of the other Acquired Corporations. Except as contemplated hereinset forth in Part 2.3(a) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Stock is entitled or subject to any preemptive right, right of participation, right to maintain interest or any similar right; (ii) none of the outstanding shares of Company Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Company Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock Stock. None of the Acquired Corporations is 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 Company Preferred Stock.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of thirty-six million five hundred fifty thousand (i36,550,000) 26,300,000 shares, of which thirty million (30,000,000) shares are of a class designated Common Stock with a par value of $.001 per share ("Company Common Stock, par value $0.0001 per share, ") (of which 4,912,656 4,467,713 shares have been issued and are outstanding as of the date of this Agreement), and six million five hundred fifty thousand (ii6,550,000) 20,132,055 shares are of preferred stock, par value $0.0001 per sharea class designated Preferred Stock, of which three million two hundred forty thousand (A3,240,000) 8,502,752 shares have been are of a series designated as "Series A Preferred Stock", including restated par value $0.001 per share (x) 1,650,678 of which 3,240,000 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement), and three million three hundred ten thousand (y3,310,000) 2,572,912 shares are of a series designated "Series B Preferred Stock", par value $0.001 per share (of which 3,310,000 shares have been designated as Series A-2 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement, ). Each outstanding share of Series A Preferred Stock 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 date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all is convertible into one share of which are issued and outstanding as Company Common Stock. The board of directors of the date of 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 (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 are not entitled to, any dividends with respect to the Series A Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company B Preferred Stock”. The Company does not hold any shares All of its capital stock in its treasury. Except as contemplated herein, 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 granting any option or similar right with respect to), any outstanding shares of Company Common Stock, Series A Preferred Stock or and Series B Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 2.3(a) of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company Preferred Stockand to which any of such shares is subject.

Capitalization, Etc. (a) The authorized Company Capital Stock capital stock of Buyer as of the date of this Agreement consists of (i) 26,300,000 3,483,900,000 shares of Company Common Stockcommon stock, par value $0.0001 per sharepar value, of which 4,912,656 35,276,069 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 117,147,928 shares of preferred stockBuyer Preferred Stock, par value $0.0001 per share, 59,326 of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares 450,913 of which have been designated as Series A-1 B Preferred Stock, all 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 date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are 450,228 issued and outstanding shares of Series B Preferred Stock as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are 57,163 issued and outstanding shares of Series B-1 Preferred Stock as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are 24,422,868 issued and outstanding shares of Series C Preferred Stock 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 26,423,369 issued and outstanding shares of Series D Preferred Stock as of the 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. 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 Buyer does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Buyer Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in Part 2.3(a)(i) of the Buyer Disclosure Schedule, none of the outstanding shares of Buyer Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Buyer Capital Stock is subject to any right of first refusal in favor of Buyer. Except as contemplated hereinherein or as set forth in Part 2.3(a) of the Buyer Disclosure Schedule, there is no Company Buyer Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any Buyer Capital Stock. Buyer is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Buyer Capital Stock or Company Preferred Stockother securities. Part 2.3(a)(ii) of the 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 exercise of stock options) and specifies which of those repurchase rights are currently exercisable.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 50,000,000 shares of Company Common Stock, Stock ($.001 par value $0.0001 per share), of which 4,912,656 4,817,315 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 12,513,949 shares of preferred stock, Preferred Stock ($.001 par value $0.0001 per share), of which (A) 8,502,752 shares 4,827,586 of which have been designated as "Series A Preferred Stock, including (x) 1,650,678 shares ," and 4,215,513 of which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement, Agreement and (yB) 2,572,912 shares 7,686,363 of which have been designated as "Series A-2 B Preferred Stock, ," all of which are have been issued and outstanding as of the 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 date of this Agreement, (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 As of the date hereof and as of the Effective Time, each outstanding share of Series A-1 A Preferred Stock of the Company is 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 of Company Common Stock, Series A-2 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 non-assessable. All outstanding shares of Company Common Stock, Series A-3 A Preferred Stock of the 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 the Disclosure Schedule provides an accurate and complete (i) list of each holder of all outstanding shares of Company Common Stock, Series A Preferred Stock, Series B Preferred Stock Stock, all outstanding Company Options and Series C Preferred Stock are collectively referred all outstanding warrants to herein as purchase shares of the “Company's capital stock identifying each holder by name, address and certificate number (when applicable), and (ii) a description of the terms of each repurchase option, if any, which is held by the Company Preferred Stock”. The Company does not hold and to which any shares of its capital stock in its treasury. Except as contemplated herein, there of the Company is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stocksubject.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 50,000,000 shares of Company Common Stock, common stock par value $0.0001 per share, (A) of which 4,912,656 35,000,000 shares are designated as Voting Common Stock ("Company Voting Common Stock"), of which 3,093,202 shares have been issued and are outstanding as of the date of this Agreement, and (iiB) 20,132,055 of which 5,000,000 shares of preferred stock, par value $0.0001 per shareare designated as Nonvoting Common Stock ("Company Nonvoting Common Stock"), of which (A) 8,502,752 2,998,902 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement; and (ii) 22,000,000 shares of preferred stock par value $0.0001 per share, (yA) 2,572,912 of which 2,000,000 shares are designated Series A Preferred Stock ("Company Series A Preferred Stock"), of which 2,000,000 shares have been designated as Series A-2 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement, and (zB) 4,279,162 of which 18,146,420 shares which have been are designated as Series A-3 B Preferred Stock ("Company Series B Preferred Stock"), all of which are have been issued and outstanding as of the date of this Agreement, (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 currently holds 585,866 shares of 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. Except as contemplated hereinAll of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, there and are fully paid and nonassessable. None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company. 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 granting any option or similar right with respect to), any shares of Company Common Stock 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 Company Preferred Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company Capital Stock consists of: (A) 50,000,000 shares of Common Stock, of which 3,457,095 shares have been issued and are outstanding as of the date of this Agreement; and (B) 37,399,827 shares of Preferred Stock, 19,598,969 shares of which are issued and outstanding as of the date of this Agreement, (i) 548,847 of which have been designated "Series I Preferred Stock," all of which shares have been issued and are outstanding as of the date of this Agreement consists and are convertible into an aggregate of (i) 26,300,000 548,847 shares of Company Common Stock, par value $0.0001 per share, (ii) 1,200,000 of which 4,912,656 have been designated "Series II Preferred Stock," all of which shares have been issued and are outstanding as of the 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 date of this Agreement, and (iiiv) 20,132,055 shares 5,882,353 of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as "Series A-1 III Preferred Stock, all ," of which are 4,391,175 shares have been issued and are outstanding as of the date 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, (yvi) 2,572,912 shares 1,176,470 of which have been designated as "Series A-2 IV Preferred Stock, all ," none of which are shares have been issued and outstanding as of the 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 date of this Agreement, (Bvii) 5,425,829 shares 1,176,470 of which have been designated as "Series B IV-A Preferred Stock , all Stock," none of which are shares have been issued and are outstanding as of the date of this Agreement, and (Cviii) 6,203,474 shares 7,000,000 of which have been designated as "Series C V Preferred Stock, 5,210,922 ," of which are 2,981,852 shares have been issued and are outstanding as of the date of this Agreement. The 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 A-1 VI Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock ," of which 10,477,095 shares have been issued and Series C Preferred Stock are collectively referred to herein outstanding as of the “Company Preferred Stock”. The Company does not hold any date of this Agreement and are convertible into an aggregate of 19,644,538 shares of its capital stock in its treasuryCommon Stock. Except as contemplated hereinAll of the outstanding shares of Company Stock have been duly authorized and validly issued, there is no and are fully paid and non-assessable. Part 2.3 of the Company Contract relating to Disclosure Schedule (i) sets forth the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing name of (or granting any option or similar right with respect to), any each Shareholder of the Company and the number and type of all shares of Company Common Stock or and Company Preferred StockStock 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.

Capitalization, Etc. (a) The authorized Company Capital Stock as of the date of this Agreement consists of (i) 26,300,000 11,500,000 shares of Company Common Stock, par value $0.0001 0.00001 per share, of which 4,912,656 4,279,705 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (yii) 2,572,912 4,350,000 shares of preferred stock, par value $0.00001 per share, of which (A) 371,396 shares have been designated as “Series A-2 A Preferred Stock, all ” and of which 371,396 shares are issued and outstanding as of the date of this AgreementAgreement (the “Series A Preferred Stock”), and (zB) 4,279,162 1,071,240 shares which have been designated as “Series A-3 B Preferred Stock, all ” and of which 1,071,237 shares are issued and outstanding as of the date of this AgreementAgreement (the “Series B Preferred Stock”), (BC) 5,425,829 1,345,700 shares which have been designated as “Series B C Preferred Stock , all Stock” and of which 1,345,700 shares are issued and outstanding as of the date of this Agreement, Agreement (the “Series C Preferred Stock)” and (CD) 6,203,474 1,135,650 shares which have been designated as “Series C D Preferred Stock, 5,210,922 ” and of which no shares are issued and outstanding as of the date of this Agreement. The Agreement (the “Series A-1 D Preferred Stock,” and, collectively with the Series A Preferred Stock, the Series A-2 B Preferred Stock, and the Series A-3 C 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. Except as contemplated herein, 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 granting any option or similar right with respect to), any shares of 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 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, other than those imposed by relevant securities laws. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right.

Capitalization, Etc. (a) The authorized capital stock of the Company Capital Stock as of immediately prior to the date of this Agreement Effective Time (giving effect to all conversions that occur immediately prior to the Effective Time) consists of of: (i) 26,300,000 210,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 18,912,381 shares have been issued and are outstanding as of the date of this Agreement, outstanding; and (ii) 20,132,055 213,880,400 shares of preferred stockCompany Preferred Stock, par value $0.0001 per share, of which (A) 8,502,752 18,600,000 shares of which have been designated as Series A Preferred Stock, including of which 18,599,372 shares have been issued and are outstanding; (xB) 1,650,678 18,600,000 shares of which have been designated as Series A-1 AX Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 no shares which have been designated as Series A-2 Preferred Stock, all issued or are outstanding; (C) 5,540,200 shares of which are issued and outstanding as of the 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 date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock Stock, all of which are 5,540,200 shares have been issued and outstanding are outstanding; (D) 5,540,200 shares of which have been designated as Series BX Preferred Stock, of the date which no shares have been issued or are outstanding; (E) 5,000,000 shares of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 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 issued and outstanding designated as of the date of this Agreement. The Series A-1 D-1 Preferred Stock, of which 1,016,510 shares have been issued and are outstanding; (b) 1,274,000 shares of which are designated as Series A-2 D-2 Preferred Stock, of which 1,035,281 shares have been issued and are outstanding; (c) 1,841,000 shares of which are designated as Series A-3 D-3 Preferred Stock, of which 1,547,539 shares have been issued and are outstanding; (d) 176,000 shares of which are designated as Series B D-4 Preferred Stock Stock, of which 167,192 shares have been issued and are outstanding; (e) 404,000 shares of which are designated as Series C 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 collectively referred to herein further designated into subseries as the “Company 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. The Except as set forth in Part 2.3(a)(i) of the Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as contemplated hereinset forth in Part 2.3(a)(ii) of the Disclosure Schedule: (i) none of the outstanding shares of Company Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Capital Stock is subject to any right of first refusal in favor of the Company; and (iii) 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 granting any option or similar right with respect to), any shares of Company Common Capital Stock. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Capital Stock or any other securities. Part 2.3(a)(iii) of the Disclosure Schedule provides an accurate summary of the terms of each repurchase option which is held by the Company Preferred Stockand to which any of the shares of Company Capital Stock is subject.

Capitalization, Etc. (a) The authorized Company Capital Stock as As of the date hereof, the authorized capital stock of this Agreement the Company consists of (i) 26,300,000 350,000,000 shares of Company Common Stock and 256,369,840 shares of Company Preferred Stock; 9,363,187 shares of Company Preferred Stock have been designated Series 1 Preferred Stock, par value $0.0001 per share, of which 4,912,656 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 20,781,845 shares of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares Company Preferred Stock have been designated as Series A 2-A(1) Preferred Stock, including (x) 1,650,678 5,107,484 shares which of Company Preferred Stock have been designated as Series A-1 2-A(2) Preferred Stock, all 27,709,127 shares of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which Company Preferred Stock have been designated as Series A-2 2-B(1) Preferred Stock, all 39,919,846 shares of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which Company Preferred Stock have been designated as Series A-3 2-B(2) Preferred Stock, all 80,225,978 shares of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which Company Preferred Stock have been designated as Series B 3 Preferred Stock, 5,262,373 shares of Company 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 3-B Preferred Stock and Series C 68,000,000 shares of Company Preferred Stock are collectively referred to herein have been designated as the “Company Series 4 Preferred Stock”. As of the date hereof, 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. Except as contemplated herein, there is no Company Contract relating to All of the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any outstanding shares of Company Common Stock or and Company Preferred StockStock have been duly authorized and validly issued, and are fully paid and non-assessable.

Capitalization, Etc. (a) The authorized capital stock of the Company Capital Stock consists of: (i) 170,000,000 shares of Common Stock, $0.001 par value (the “Company Common Stock”), of which 296,704 shares have been issued and are outstanding as of the date of this Agreement consists of Agreement; (iii) 26,300,000 138,180,000 shares of Company Common Preferred Stock, $0.001 par value $0.0001 per sharevalue, 2,347 of which 4,912,656 have been designated “Series A1 Convertible Preferred Stock,” of which 2,218 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares 1,506 of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as “Series A-1 B1 Convertible Preferred Stock,” of which 1,423 shares have been issued and are outstanding as of the date of this Agreement, all 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 are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares 65,000,000 of which have been designated as “Series A-2 D Convertible Preferred Stock, all ,” of which are 736,082 shares have been issued and are outstanding as of the date of this Agreement, and (z) 4,279,162 shares 48,000,000 of which have been designated as “Series A-3 D1 Convertible Preferred Stock, all ,” of which are 480,262 shares have been issued and are outstanding as of the date of this Agreement, (B) 5,425,829 shares 9,308,147 of 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. Except as contemplated herein, 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 granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock.E Convertible

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of (i) 26,300,000 Fifty-Five Million Two Hundred Seventy Thousand (55,270,000) shares of Company Common Stock, par value $0.0001 0.001 per share, of which 4,912,656 Five Million Three Hundred Seventy Seven Thousand Six Hundred Sixty (5,377,660) shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement; and (ii) 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 (yA) 2,572,912 Fourteen Million Seven Hundred Twenty Thousand (14,720,000) shares which have been are designated as Series A-2 A Preferred Stock, of which Fourteen Million Five Hundred Thousand (14,500,000) shares are issued and outstanding, (B) Eight Million Six Hundred Thousand (8,600,000) shares are designated as Series B Preferred Stock, all of which shares are issued and outstanding as of the 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 date of this Agreement, (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 Agreementoutstanding, and (C) 6,203,474 Eighteen Million Eight Hundred Ninety-Two Thousand (18,892,000) shares which have been are designated as Series C Preferred Stock, 5,210,922 of which Seventeen Million Three Hundred Thirty-Nine Thousand One Hundred Twelve (17,339,112) shares 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”outstanding. The Company does not hold any shares of its capital stock in its treasury. 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 non-assessable. Except as set forth in Part 2.3(a) of the Company Disclosure Schedule, none of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. Except as contemplated hereinherein or as set forth in the Company 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 granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock.. The Company is not under any obligation, nor is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Part

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 6,000,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 3,004,205,406 shares have been issued and are outstanding as of the date of this AgreementOctober 11, and 2012; (ii) 20,132,055 500,000,000 shares of preferred stockCompany Series 2 Common Stock, par value $0.0001 per shareof which no shares are issued or are outstanding; (iii) 100,000,000 shares of Company Non-Voting Common Stock, of which no shares are issued or are outstanding; and (iv) 20,000,000 shares of Company Preferred Stock, of which (A) 8,502,752 3,000,000 shares have been designated as Series A Preferred Stock-Sixth Series, including Junior Participating, of which no shares have been issued or are outstanding, (xB) 1,650,678 300,000 shares which have been designated as Series A-1 Preferred Stock-Seventh Series, all Convertible, of which no shares have been issued or are issued and outstanding as of the date of this Agreementoutstanding, (yC) 2,572,912 232,745 shares which have been designated as Ninth Series A-2 Zero Coupon Convertible Preferred StockStock Due 2013, all of which no shares have been issued or are issued and outstanding as of the date of this Agreementoutstanding, and (zD) 4,279,162 16,467,255 shares which have not been designated as Series A-3 Preferred Stockdesignated, all of which are have not been issued and outstanding as are not outstanding. As of October 11, 2012, the date of this Agreement, (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 held no shares of its capital stock in its treasury. Except All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable and free of preemptive rights, purchase option, call, right of first refusal or any similar right. The Company is not under (and will not as contemplated hereina result of the Merger or any of the other Contemplated Transactions become under) any contractual obligation to repurchase, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging redeem or otherwise disposing of (or granting acquire any option or similar right with respect to), any outstanding shares of Company Common Stock or other voting securities, except for obligations under Company Preferred StockPlans.

Capitalization, Etc. (a) The authorized capital stock of the Company Capital Stock consists of: (i) 150,000,000 shares of Company Common Stock, of which 19,923,992 shares have been issued and are outstanding as of the date of this Agreement consists of Agreement; and (iii) 26,300,000 96,100,000 shares of Company Common Preferred Stock, par value $0.0001 per share, (A) 11,000,000 of which 4,912,656 have been designated “Series A-1 Preferred Stock,” of which 10,723,075 shares have been issued and are outstanding as of the date of this Agreement, (B) 15,000,000 of which have been designated “Series B-1 Preferred Stock,” of which 14,712,512 have been issued and are outstanding as of the date of this Agreement, (C) 5,000,000 of which have been designated “Series B-2 Preferred Stock,” of which 4,972,385 have been issued and are outstanding as of the 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 date of this Agreement, (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 (iiF) 20,132,055 shares 38,000,000 of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as “Series A-1 D Preferred Stock, all ,” of which are 13,697,981 have been issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the 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 date of this Agreement, (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 Each outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Capital Stock have been duly authorized and Series C Preferred validly issued, and are fully paid and non-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 are collectively referred to herein owned by such Stockholder as of the “date of this Agreement, the date such Company Preferred Stock”Capital Stock was purchased, the price paid per share, the form of consideration used (if not cash). The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating has delivered to the voting or registration Parent accurate and complete copies of, or restricting any Person from purchasingand Part 2.3(a) of the Disclosure Schedule lists, selling, pledging or otherwise disposing of (or granting any option or similar all Contracts pursuant to which the Company has a right with respect to), to repurchase any shares of Company Common Stock or Company Preferred Capital Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company Capital Stock consists of: (i) 81,000,000 shares of Common Stock, $0.001 par value, of which 6,522,885 shares have been issued and are outstanding as of the date of this Agreement consists of Agreement; and (iii) 26,300,000 59,000,000 shares of Company Common Preferred Stock, 0.001 par value $0.0001 per sharevalue, (A) 254,780 of which 4,912,656 have been designated "Series A Preferred Stock," of which 254,780 shares have been issued and are outstanding as of the date of this Agreement, and (iiB) 20,132,055 shares 2,068,747 of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as "Series A-1 B Preferred Stock, all ," of which are 1,902,081 shares have been issued and are outstanding as of the date of this Agreement, (yC) 2,572,912 shares 6,759,143 of which have been designated as "Series A-2 C Preferred Stock, all ," of which are 6,759,143 shares have been issued and outstanding as of the 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 date of this Agreement, (BD) 5,425,829 shares 19,432,009 of which have been designated as "Series B D Preferred Stock , all Stock," of which are 19,059,036 shares have been issued and are outstanding as of the date of this Agreement, and (CE) 6,203,474 shares 30,000,000 of which have been designated as "Series C E Preferred Stock, 5,210,922 ," of which are 15,400,000 shares have been issued and are 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 Each outstanding share of the Senior Preferred Stock and is convertible into one share of Company Common Stock. Each share of Series C A Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any is convertible into 1.6 shares of its capital stock in its treasuryCommon Stock. Except as contemplated herein, there is no Company Contract relating to All of the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any outstanding shares of Company Common Stock or and Preferred Stock have been duly authorized and validly issued, and are fully paid and non-assessable. 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 Preferred Stockand 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 Company stock options and warrants outstanding as of the date of this agreement.