Common use of Capitalization of the Company Clause in Contracts

Capitalization of the Company. (i) The authorized capital stock of the Company consists of (A) 100,000,000 Class A Shares, of which, as of the close of business on September 2, 2016 (the “Capitalization Date”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of which, as of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 shares of preferred stock, par value $0.0001 per share, of the Company (“Preferred Stock”), of which, as of the Capitalization Date, no shares of Preferred Stock were issued and outstanding. (ii) As of the close of business on the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (A) ”employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), but whether or not subject to ERISA, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Subsidiary of the Company or any of their respective Affiliates for the benefit of any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries (each, a “Participant”), or between the Company, any of its Subsidiaries or any of their respective Affiliates, on the one hand, and any Participant, on the other hand, or with respect to which any potential liability, whether absolute or contingent, is borne by the Company or any of its Subsidiaries, and in each case whether or not (x) subject to the Laws of the United States, (y) in writing or (z) funded.

Capitalization of the Company. (a) As of the date of this Agreement, the Company’s authorized share capital is NIS 104,650, divided into 10,465,000 authorized Company Shares, of which (i) The authorized capital stock 8,258,757 are Company Ordinary Shares, 1,037,742 of which are issued and outstanding and (ii) 370,370 are Class A Preferred Shares, 370,370 of which are issued and outstanding, (iii) 179,398 are Class A-1 Preferred Shares, 172,857 of which are issued and outstanding, (iv) 412,554 are Class B Preferred Shares, 397,931 of which are issued and outstanding, (v) 343,498 are Class C Preferred Shares, 343,498 of which are issued and outstanding, (vi) 713,076 are Class D Preferred Shares, 688,301 of which are issued and outstanding, and (vii) 187,347 are Class E Preferred Shares, 187,347 of which are issued and outstanding. In addition, the Company consists of has issued (A) 100,000,000 Class A 144,675 warrants to purchase Company Ordinary Shares, of which, as of the close of business on September 2, 2016 (the “Capitalization Date”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 14,623 warrants to purchase Class B Preferred Shares, of which, as of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 shares of preferred stock, par value $0.0001 per share, 23,101 warrants to purchase Class D Preferred Shares. Section 4.3(a) of the Company (“Preferred Stock”), of whichDisclosure Letter sets forth, as of the Capitalization Datedate of this Agreement, no shares the number, class and series of Preferred Stock were issued and outstandingCompany Shares together with the name of each registered holder thereof. (iib) As of the close of business on the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (A) ”employee benefit plan” (as defined in Section 3(34.3(b) of the Employee Retirement Income Security Act of 1974Company Disclosure Letter sets forth, as amendedof the date of this Agreement, (i) a true, correct and complete list of all holders of outstanding Company Options, (ii) the number of Company Options granted, (iii) the grant date, and exercise price for each such Company Option, (iv) the rules date on which such Company Option expires and regulations promulgated thereunder (“ERISA”), but whether or not subject to ERISA, and, v) the vesting commencement date of each Company Option. (c) Except for the avoidance Company Share Plans, as of doubtthe execution of this Agreement, including the Company does not have any such plans referred to as schemes rather than plans in stock option plan or any non-U.S. jurisdiction)other plan, (B) bonusprogram, incentive agreement or deferred compensation or equity or arrangement providing for any equity-based compensation planfor any Person. (d) Each Company Option (i) granted to Employees located in the United States was granted in accordance with the Company Share Plans with an exercise price per share (A) that is equal to or greater than the fair market value of the underlying shares on the date of grant or (B) was determined pursuant to the Code Section 409A safe-harbor for illiquid start-up companies pursuant to Treas. Reg. Section 1.409A-1(b)(5)(iv)(B)(2)(iii) or in accordance with Code Section 422(c)(1), programas applicable, policyand (ii) has a grant date identical to the date on which the Company Board or its compensation committee actually awarded the Company Option. (e) Except for, agreementor as set out in, scheme or arrangementunderlying, (Ci) employmentthe Current Company Articles, consulting(ii) the EJF Subscription Agreement, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (Diii) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Subsidiary of the Company Preferred Shares, (iv) this Agreement, (v) any Company Options that are from time to time granted to any employees, consultants or any of their respective Affiliates for the benefit directors of any current Group Company pursuant to the Company Share Plans and (vi) a reservation of Company Ordinary Shares for issuances or former directorpurchase upon exercise of Company Options under the Company Share Plans, officer(A) no subscription, employee warrant, option, convertible or independent contractor exchangeable security, or other right (contingent or otherwise) to purchase or otherwise acquire equity securities of the Company or any of its Subsidiaries (each, a “Participant”), or between the Company, any of its Subsidiaries or any of their respective Affiliates, on the one handis outstanding, and any Participant, on the other hand, or with respect to which any potential liability, whether absolute or contingent, (B) there is borne no commitment by the Company or its Subsidiaries to issue shares, subscriptions, warrants, options, convertible or exchangeable securities, or other similar equity rights, to distribute to holders of their respective equity securities any evidence of indebtedness, to repurchase or redeem any securities of the Company or its Subsidiaries (other than redemptions or other acquisitions of any such capital stock or other equity security from directors, officers, employees or consultants in accordance with the terms of any equity incentive plan or such Person’s employment, grant, consulting or subscription agreement, in each case, in accordance with the Company’s Governing Documents and such plan or agreement, as in effect as of the date of this Agreement or modified after the date of this Agreement in accordance with this Agreement) or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security. (f) All issued and outstanding Company Shares are, and all Company Shares which become issued pursuant to the Reclassification and the exercise of Company Options, when issued in accordance with the terms of the Company Options, respectively, will be, (i) duly authorized, validly issued, fully paid and non-assessable, clear of all Liens (other than transfer restrictions under applicable securities laws, the ITO or any of its Subsidiariesthe Transaction Agreements), not subject to any rights of first refusal, put or call options and free of any similar limitation or restriction (in each case, to the extent that such concepts are applicable) and (ii) not subject to any preemptive rights of any kind, including created by the Company’s Governing Documents or any Contract to which the Company is a party. All issued and outstanding Company Shares and Company Options were issued in material compliance with applicable Legal Requirements. (g) All Company Shares which become issued as Merger Consideration when issued in accordance with the terms of this Agreement, will be, (i) duly authorized, validly issued, fully paid and non-assessable, clear of all Liens (other than transfer restrictions under applicable securities laws and the Governing Documents of the Company), not subject to any rights of first refusal, put or call options and free of any similar limitation or restriction (in each case, to the extent that such concepts are applicable), (ii) not subject to any preemptive rights of any kind, including created by the Company’s Governing Documents or any Contract to which the Company is a party and (iii) issued in compliance with applicable Legal Requirements. (h) No outstanding Company Shares are subject to vesting or forfeiture rights or repurchase by a Group Company. There are no outstanding or authorized stock appreciation, dividend equivalent, phantom stock, profit participation or other similar rights issued by any Group Company. (i) Except as set forth in the Company’s Governing Documents, this Agreement, the Subscription Agreements and the EJF Subscription Agreement, there are no registration rights, and in each case whether there is no voting trust, proxy, rights plan, anti-takeover plan or not (x) subject other agreements or understandings to the Laws which any Group Company is a party or by which any Group Company is bound with respect to any ownership interests of the United Statesapplicable Group Company. (j) Except as provided for in this Agreement, the Subscription Agreements or the EJF Subscription Agreement, as a result of the consummation of the Transactions, no shares of capital stock, warrants, options or other securities of any Group Company are issuable and no rights in connection with any shares, warrants, options or other securities of any Group Company accelerate or otherwise become triggered (ywhether as to vesting, exercisability, convertibility or otherwise). (k) As of the date of this Agreement, no Group Company has any indebtedness for borrowed money, other than to any other Group Company. No Group Company has availed itself of any loan, grant or other payment from any Governmental Entity in writing connection with COVID-19, including any loans under the CARES Act or the U.S. Small Business Administration Paycheck Protection Program. (zl) fundedAll dividends and other distributions of profits or retained earnings declared or paid since the date of incorporation of the Company, if any, have been declared and paid in compliance with the Company’s Governing Documents and applicable Legal Requirements.

Capitalization of the Company. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of (Ax) 100,000,000 Class A Shares67,183,837 shares of Company Common Stock, of which, which 36,973,575 shares are issued and outstanding as of the close date of business on September 2, 2016 (the “Capitalization Date”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of which, as of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury)this Agreement, and (Cy) 50,000,000 27,183,837 shares of preferred stockCompany Preferred Stock (of which (i) 5,613,529 shares are designated Series A Preferred Stock, par value $0.0001 per share, 5,151,610 of which are issued and outstanding as of the Company date of this Agreement (the “Series A Preferred Stock”), (ii) 3,485,318 shares are designated Series A-1 Preferred Stock, par value $0.0001 per share, 3,485,318 of which, which are issued and outstanding as of the Capitalization Datedate of this Agreement (the “Series A-1 Preferred Stock”), (iii) 4,035,426 shares are designated Series A-2 Preferred Stock, par value $0.0001 per share, 4,035,426 of which are issued and outstanding as of the date of this Agreement (the “Series A-2 Preferred Stock”), (iv) 2,114,886 shares are designated Series A-3 Preferred Stock, par value $0.0001 per share, 2,114,886 of which are issued and outstanding as of the date of this Agreement (the “Series A-3 Preferred Stock”), (v) 487,414 shares are designated Series A-4 Preferred Stock, par value $0.0001 per share, 487,414 of which are issued and outstanding as of the date of this Agreement (the “Series A-4 Preferred Stock”), (vi) 201,633 shares are designated Series A-5 Preferred Stock, par value $0.0001 per share, 201,633 of which are issued and outstanding as of the date of this Agreement (the “Series A-5 Preferred Stock”), (vii) 499,046 shares are designated Series A-6 Preferred Stock, par value $0.0001 per share, 499,046 of which are issued and outstanding as of the date of this Agreement (the “Series A-6 Preferred Stock”), (viii) 266,115 shares are designated Series A-7 Preferred Stock, par value $0.0001 per share, 266,115 of which are issued and outstanding as of the date of this Agreement (the “Series A-7 Preferred Stock”), (ix) 206,730 shares are designated Series A-8 Preferred Stock, par value $0.0001 per share, 206,730 of which are issued and outstanding as of the date of this Agreement (the “Series A-8 Preferred Stock”), (x) 1,315,889 shares are designated Series A-9 Preferred Stock, par value $0.0001 per share, 1,315,889 of which are issued and outstanding as of the date of this Agreement (the “Series A-9 Preferred Stock”) and (xi) 8,957,851 shares are designated Series A-10 Preferred Stock, par value $0.0001 per share, 8,957,851 of which are issued and outstanding as of the date of this Agreement (the “Series A-10 Preferred Stock”)) and there are no shares other authorized equity interests of Preferred Stock were the Company that are issued and outstanding. . All of the issued and outstanding shares of Company Capital Stock (a) have been duly authorized and validly issued and are fully paid and non-assessable; (b) have been or will be offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (i) the Governing Documents of the Company and (ii) As any other applicable Contracts governing the issuance of the close of business on the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans such securities; (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (Ac) ”employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), but whether or are not subject to ERISAto, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans nor have they been issued in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Companyviolation of, any Subsidiary purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any of their respective Affiliates for Contract to which the benefit Company is a party or otherwise bound; and (d) are free and clear of any current Liens. (b) As of the date of this Agreement, the Company Warrant is outstanding. The Company Warrant (i) has been duly authorized and validly issued and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) has been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of such securities; and (iii) is not subject to, nor has it been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or former directorany similar right under any provision of any applicable Law, officer, employee or independent contractor the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (iv) is free and clear of its Subsidiaries any Liens. Immediately following the Company Warrant Settlement, the Company Warrant will no longer be outstanding. (eachc) As of the date of this Agreement, (i) Company Options to purchase 1,235,260 shares of Company Common Stock, (ii) no Company Restricted Stock Awards and (iii) no Company RSU Awards are outstanding. The Company has provided to Acquiror, prior to the date of this Agreement, a “Participant”true and complete list of each individual who, as of the date of this Agreement, holds a Company Award, including the type of Company Award, the number of shares of Company Common Stock subject thereto, vesting schedule and, if applicable, the exercise price and expiration date thereof. All Company Awards are evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Company Award is subject to terms that are materially different from those set forth in such forms. Each Company Award was validly issued and properly approved by the Board of Directors of the Company (or appropriate committee thereof). No Company Option was granted with an exercise price per share that was less than the fair market value of a share of Company Common Stock on the grant date as determined in accordance with Section 409A of the Code. (d) Except as otherwise set forth in this Section 4.6 or on Section 4.6(d) of the Company Disclosure Letter, the Company has not granted any outstanding subscriptions, options, stock appreciation rights, warrants, rights or other securities (including debt securities) convertible into or exchangeable or exercisable for shares of Company Capital Stock, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or between other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any shares of Company Capital Stock. (e) Except as set forth in Section 4.6(e) of the Company Disclosure Letter, the Company and its Subsidiaries have no outstanding Indebtedness (or guarantee thereof) nor do they have any of their respective Affiliates, on the one hand, and commitment or obligation to incur or guarantee any Participant, on the other hand, or with respect Indebtedness. There are no off-balance sheet financing arrangements to which any potential liability, whether absolute or contingent, is borne by the Company or any of its Subsidiaries, and in each case whether or not (x) subject to the Laws of the United States, (y) in writing or (z) fundedSubsidiaries is a party.

Capitalization of the Company. (ia) The authorized As of the date of this Agreement, the share capital stock of the Company consists of (Ax) 100,000,000 164,000,000 Company Ordinary Shares (of which (i) 105,900,000 shares are designated Class A Ordinary Shares of a nominal or par value of $0.0001 each (the “Class A Ordinary Shares, ”) of which, which 2,655,171 shares in aggregate are issued and outstanding as of the close date of business on September 2this Agreement, 2016 (ii) 2,100,000 shares are designated Class B Ordinary Shares of a nominal or par value of $0.0001 each (the “Capitalization DateClass B Ordinary Shares”), there were 12,364,416 Class A Shares ) of which 2,058,932 shares in aggregate are issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of which, as of the close date of business on this Agreement, (iii) 37,700,000 shares are designated Class C Ordinary Shares of a nominal or par value of $0.0001 each (the Capitalization Date, there were 30,027,418 “Class B Shares C Ordinary Shares”) of which none are issued and outstanding as of the date of this Agreement and (with no iv) 18,300,000 shares are designated Class B D Ordinary Shares held in treasuryof a nominal or par value of $0.0001 each (the “Class D Ordinary Shares”) of which none are issued and outstanding as of the date of this Agreement), and (Cy) 50,000,000 16,000,000 preference shares of preferred stock, a nominal or par value of $0.0001 per share, each (the “Company Preference Shares”) of which 15,488,498 shares in aggregate are issued and outstanding as of the date of this Agreement. Set forth in Section 4.6(a) of the Company (“Preferred Stock”)Disclosure Letter is a true, correct and complete list of which, each record holder of Company Shares and the number of Company Shares held by each such holder as of the Capitalization Datedate of this Agreement, no shares which in aggregate constitute the entire issued, outstanding and paid-up share capital of Preferred Stock were the Company as of the date of this Agreement. All of the issued and outstanding. outstanding Company Shares (i) have been duly authorized and validly issued and allotted and are fully paid; (ii) As have been offered and issued by the Company in compliance with applicable Law, including the Cayman Companies Act and federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the close Company and (2) any other applicable Contracts governing the issuance or allotment of business on such securities to which the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans Company is a party or otherwise bound; (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (Aiii) ”employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), but whether or are not subject to ERISAto, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans nor have they been issued in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Companyviolation of, any Subsidiary purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any of their respective Affiliates for Contract to which the benefit Company is a party or otherwise bound; and (iv) were issued free and clear of any Liens (other than the Company’s own Lien as provided for in the Company Charter). All filings and returns required by applicable Law to be delivered or made by the Company to the Cayman Registrar or Governmental Authorities in any other jurisdiction in respect of all issuances and transfers of Company Shares have been duly and correctly delivered or made on a timely basis. (b) As of the date of this Agreement, the Prior Equity Plan has been terminated and no equity-based awards remain outstanding under the Prior Equity Plan. Each equity-based award, whether vested or unvested, under the Prior Equity Plan was cancelled without any consideration paid therefor and the holder thereof shall have no further right, title or interest with respect to any such equity-based award previously granted under the Prior Equity Plan, including in any Company Ordinary Shares underlying any such equity-based awards. The terms of the Prior Equity Plan permitted the cancellation of the equity-based awards for no consideration, without the consent or approval of the holders of such equity-based awards. The Company has obtained any consents, adopted applicable resolutions, and taken all other actions that are necessary to give effect to the termination of the Prior Equity Plan, and to ensure that from and after the effective date of such termination, no holders of any equity-based awards under the Prior Equity Plan, any beneficiary thereof, or any other participant in the Prior Equity Plan (or any beneficiary thereof) shall have any right thereunder to acquire any Company Shares or other Equity Securities of the Company or to receive any payment or benefit with respect to any equity-based award previously granted under the Prior Equity Plan. The Company has provided Acquiror with a true, correct and complete set of documentation evidencing the completion of the foregoing actions. (c) As of the date of this Agreement, the Company has reserved an aggregate of 18,300,000 Class D Ordinary Shares for issuance pursuant to the Company Incentive Plan, and Company Options with respect to 9,393,720 Company Ordinary Shares are issued and outstanding. The Company has provided to Acquiror, prior to the date of this Agreement, a true and complete list of each current or former directoremployee, officer, employee consultant or independent contractor director of the Company or any of its Subsidiaries who, as of the date of this Agreement, holds a Company Option, including: (eachi) the name of the holder of such Company Option, a “Participant”(ii) the number and class of vested and unvested Company Ordinary Shares covered by such Company Option, (iii) the vesting schedule applicable to such Company Option, (iv) the expiration date of such Company Option, (v) the exercise price per share of such Company Option and (vi) the location of the holder of such Company Options. The Company has provided to Acquiror true, complete and correct copies of the Company Incentive Plan and all forms of award agreements under the Company Incentive Plan. All Company Options are evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Company Option is subject to terms that are materially different from those set forth in such forms in any material respect. Each Company Option was validly issued and properly approved by, the Company Board (or appropriate committee thereof), or between and granted in accordance with Law and the Company Incentive Plan. The Company has not granted any Company Options with an early exercise feature. (d) As of the date of this Agreement, 20,067,574 Company Class A Warrants with respect to 20,067,574 Class A Ordinary Shares are issued and outstanding and 27,179,790 Company Class C Warrants with respect to 27,179,790 Class C Ordinary Shares are issued and outstanding. The foregoing represents all of the outstanding Company Warrants as of the date of this Agreement. All outstanding Company Warrants (i) have been duly authorized and validly issued in accordance with the respective Company Warrant Instruments, true, complete and accurate copies of which have been provided to Acquiror, and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Company’s Governing Documents, (2) any other applicable Contracts governing the issuance of its Subsidiaries such securities and (3) the Company Warrant Instruments; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of their respective Affiliatesany applicable Law, on the one handCompany’s Governing Documents or any Contract to which the Company is a party or otherwise bound. The Company has provided to Acquiror, prior to the date of this Agreement, a true, accurate and complete list of each person who, as of the date of this Agreement, holds a Company Warrant, including the number and class of Company Ordinary Shares subject thereto, the vesting schedule and expiration date thereof and, if applicable, the exercise price thereof. (e) The Class C Ordinary Shares, if and when issued upon the automatic exercise of the Exercising Company Class C Warrants as described in Section 3.1(b)(i), shall be (i) duly authorized and validly issued and allotted and fully paid; (ii) offered, sold, transferred and issued by the Company in compliance in all material respects with applicable Law, including the Cayman Companies Act and federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any Participant, on other applicable Contracts governing the other hand, issuance or with respect allotment of such securities to which the Company is a party or otherwise bound; (iii) not subject to, nor have been issued in violation of, any potential liabilitypurchase option, whether absolute call option, right of first refusal, preemptive right, subscription right or contingentany similar right under any provision of any applicable Law, is borne by the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (iv) issued free and clear of its Subsidiariesany Liens (other than the Company’s own Lien as provided for in the Company Charter). (f) Except as otherwise set forth in this Section 4.6 or on Section 4.6(f) of the Company Disclosure Letter, the Company has not issued, granted, and in each case whether is not otherwise bound by or not (x) subject to any outstanding subscriptions, options, restricted stock, restricted stock units, share appreciation rights, warrants, rights or other securities (including debt securities) convertible, into or exchangeable or exercisable for Company Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether preemptive, contractual or by matter of Law), plans or other agreements of any character providing for the Laws issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the United StatesCompany or the value of which is determined by reference to shares or other equity interests of the Company, (y) in writing and there are no voting trusts, proxies or (z) fundedagreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Shares.

Capitalization of the Company. (i) The authorized capital stock of the Company consists of (A) 100,000,000 Class A Shares, of which, as of the close of business on September 2, 2016 (the “Capitalization Date”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of which, as of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 shares of preferred stock, par value $0.0001 per share, of the Company (“Preferred Stock”), of which, as of the Capitalization Date, no shares of Preferred Stock were issued and outstanding. (iia) As of the close date of business on this Agreement, the Capitalization Dateauthorized share capital of the Company is $50,000 divided into 5,000,000,000 shares of $0.00001 par value each, there were 4,005,785 Class comprised of (x) 4,691,947,371 ordinary shares of the Company, par value of $0.00001 each, of which 2,142,922,222 ordinary shares are issued and outstanding as of the date of this Agreement and (y) 308,052,629 Preferred Shares, of which (i) 184,596,297 shares are designated Series Pre-A Shares reserved for future issuance under Preferred Shares, all of which are issued and outstanding as of the Benefit Plans date of this Agreement, and (exclusive ii) 123,456,332 shares are designated Series A Preferred Shares, all of Class A Shares subject to Company Options). “Benefit Plan” means each which are issued and outstanding as of the date of this Agreement. (Ab) ”employee benefit plan” (as defined Set forth in Section 3(33.3(b) of the Employee Retirement Income Security Act Company Disclosure Letter are (i) a true and correct list of 1974, each holder of Company Shares and the number and class of Company Shares held by each such holder as amendedof the date hereof, and (ii) the rules number and regulations promulgated thereunder class of securities (“ERISA”)if applicable) of all of the issued and outstanding Equity Securities (other than the Company Shares) of the Company as of the date hereof. Except as set forth in Section 3.3(b) of the Company Disclosure Letter, but whether there are no other Equity Securities of the Company issued or outstanding as of the date of this Agreement. All of the issued and outstanding Company Shares (w) have been duly authorized and validly issued and allotted and are fully paid and non-assessable; (x) have been offered, sold and issued by the Company in compliance with applicable Law, including the Cayman Act, U.S. federal and state securities Laws, and all requirements set forth in (1) the Company Charter and (2) any other applicable Contracts governing the issuance or allotment of such securities to which the Company is a party or otherwise bound; and (y) are not subject to ERISAto, andnor have they been issued in violation of, for any Encumbrance, purchase option, call option, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the avoidance of doubtCompany Charter, including the Shareholders Agreement or any other Contract, in any such plans referred case to which the Company is a party or otherwise bound. (c) All Company Options outstanding as schemes rather than plans in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, of the date of this Agreement were granted pursuant to the ESOP and an option award agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsoredin substantially the forms previously made available to SPAC. (d) Except as otherwise set forth in this Section 3.3 or on Section 3.3(d) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, maintainedthere are no outstanding subscriptions, contributed to options, warrants, rights or required to be maintained other securities (including debt securities) exercisable or contributed to exchangeable for Company Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other Equity Securities of the Company, or for the repurchase or redemption by the Company of shares or other Equity Securities of the Company or the value of which is determined by reference to shares or other Equity Securities of the Company, and there are no voting trusts, proxies or agreements of any Subsidiary kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Shares or other Equity Securities of the Company. (e) The Company Ordinary Shares (including those to be issued in respect of the Company Warrants), when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and non-assessable and issued in compliance with all applicable federal and state securities Laws, and not subject to, and shall be free and clear of all Encumbrances, except for such restrictions arising under any provision of any applicable Law, the Organizational Documents of the Company or any of their respective Affiliates for the benefit of any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries (each, a “Participant”), or between the Company, any of its Subsidiaries or any of their respective Affiliates, on the one hand, and any Participant, on the other hand, or with respect to which any potential liability, whether absolute or contingent, is borne by the Company or any of its Subsidiaries, and in each case whether or not (x) subject to the Laws of the United States, (y) in writing or (z) fundedapplicable Transaction Document.

Capitalization of the Company. (ia) The authorized capital stock of the Company consists of 65,000,000 shares of Common Stock and 43,734,385 shares of Preferred Stock, with the authorized Preferred Stock being further divided into (Ai) 100,000,000 Class 2,392,345 shares of Series A SharesPreferred Stock, (ii) 3,500,000 shares of whichSeries B Preferred Stock, (iii) 9,500,000 shares of Series C Preferred Stock, (iv) 7,875,718 shares of Series D Preferred Stock, (v) 11,666,322 shares of Series E Preferred Stock and (vi) 8,800,000 shares of Series F Preferred Stock. All of the issued and outstanding shares of Company Stock have been, and all shares of Company Stock that may be issued pursuant to the Company Warrants will, when issued, be duly authorized and validly issued, are fully paid and non-assessable, are fully vested and have not been issued in violation of any preemptive or similar rights and have been issued in compliance, in all material respects, with all applicable securities Laws. Set forth on Schedule 4.6(a) is a true, correct and complete list of each holder of Company Stock, the number, class and series of Company Stock owned by each such holder as of the close date of business this Agreement, whether or not such Company Stock was received upon exercise of a Company Option (or other option to purchase Company Shares) or otherwise was compensatory in nature. (b) Schedule 4.6(b) sets forth a true, correct and complete list of each Company Option, together with the holder thereof, the date of grant, the vesting schedule, and whether or not such Company Option constitutes an “incentive stock option” within the meaning of Section 422 of the Code. Except as set forth on September 2, 2016 (the “Capitalization Date”Schedule 4.6(b), there were 12,364,416 Class A Shares issued and are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of Company Stock (excluding 3,599,626 Class A Shares held or other equity interests in treasury but including Company RSAsthe Company), or any equity equivalents or similar rights, the value of which are determined in whole or in part by reference to the value of Company Stock, or any other commitments or agreements providing for the issuance of additional shares (B) 33,000,000 Class B Sharesor other equity interests), the sale of whichtreasury shares, or for the repurchase or redemption of shares of Company Stock, and there are no agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. Except for this Agreement or as set forth on Schedule 4.6(b), there is no voting trust, proxy or other agreement or understanding with respect to the voting of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 shares of preferred stock, par value $0.0001 per share, of the Company (“Preferred Stock”), of which, as of the Capitalization Date, no shares of Preferred Stock were issued and outstanding. (ii) . As of the close Effective Time, following the assumption of business on the Capitalization DateAssumed Company Options, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans (exclusive shall be no outstanding Company Options or other options to purchase shares of Class A Shares subject to Company Options). “Benefit Plan” means each (A) ”employee benefit plan” (as defined Common Stock or other equity interests in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), but whether or not subject to ERISA, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Subsidiary of the Company or any of their respective Affiliates for the benefit of any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries (each, a “Participant”), or between the Company, any of its Subsidiaries or any of their respective Affiliates, on the one hand, and any Participant, on the other hand, or with respect to which any potential liability, whether absolute or contingent, is borne by the Company or any of its Subsidiaries, and in each case whether or not (x) subject to the Laws of the United States, (y) in writing or (z) funded.

Capitalization of the Company. (ia) The authorized capital stock of the Company consists of solely of: (Ax) 100,000,000 Class A Shares, of which, as of the close of business on September 2, 2016 (the “Capitalization Date”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of which, as of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 500,000 shares of preferred common stock, par value $0.0001 0.01 per share, of the Company which (“Preferred i) 100,000 shares are Class A Common Stock”), of which, which 53,530 shares are issued and outstanding as of the Capitalization Datedate hereof, (ii) 100,000 shares are Class B Common Stock, of which 33,119 shares are issued and outstanding as of the date hereof, (iii) 50,000 shares are Class C Common Stock, of which 53 shares are issued and outstanding as of the date hereof, (iv) 651 shares are Class D Common Stock, of which 651 shares are issued and outstanding as of the date hereof, (v) 10,000 shares are Class E Common Stock, of which 7,500 shares are issued and outstanding as of the date hereof, (vi) 15,000 shares are Class F Common Stock, of which no shares are issued and outstanding as of the date hereof, and (vii) 224,349 shares of which are undesignated; and (y) 500,000 shares of Preferred Stock, of which no shares are issued and outstanding as of the date hereof. Schedule 2.6(a) sets forth a true and correct list of the record, and to the knowledge of the Company, beneficial holders of shares of Company Common Stock as of the date hereof and the number of shares of Company Common Stock held by each of them. All issued and outstanding shares of Company Common Stock (x) are duly authorized, validly issued, fully paid and nonassessable, and (y) were issued in compliance with any preemptive right of stockholders and outstandingall applicable Laws, including federal and applicable state securities laws. (iib) As Except as set forth on Schedule 2.6(b), the Company has not granted any options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of Company Common Stock or other equity securities of the close Company, any other commitments or agreements providing for the issuance of business additional shares, the sale of treasury shares, or for the repurchase or redemption of shares of Company Common Stock or other equity securities of the Company, and there are no agreements of any kind which may obligate the Company to issue, purchase, redeem or otherwise acquire any shares of Company Common Stock or other equity securities of the Company. All outstanding options, warrants, rights and other securities convertible into or exchangeable or exercisable for shares of Company Common Stock or other equity securities of the Company were issued in compliance with any preemptive right of stockholders and all applicable Laws, including federal and applicable state securities laws. Based on the Capitalization Dateterms of such securities and the Company’s certificate of incorporation, none of the outstanding Options or Warrants as of the date hereof will be entitled to any of the Merger Consideration. (c) Except as set forth on Schedule 2.6(c), there were 4,005,785 Class A Shares reserved for future issuance under are no stockholder agreements, voting trusts, proxies or other agreements or understandings with respect to or concerning the Benefit Plans (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (A) ”employee benefit plan” (as defined in Section 3(3) purchase, sale or voting of the Employee Retirement Income Security Act Company Common Stock to which the Company or, to the knowledge of 1974the Company, any other Person is a party or by which the Company or, to the knowledge of the Company, any other Person is bound. To the knowledge of the Company as amendedof the date hereof, the execution and the rules and regulations promulgated thereunder (“ERISA”), but whether or not subject to ERISA, and, for the avoidance delivery of doubt, including any such plans referred to as schemes rather than plans in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to this Agreement by the Company, any Subsidiary and the consummation of the Company or transactions contemplated hereby, does not, and will not create a valid basis for any of their respective Affiliates for the benefit of claim by any current or former director, officer, employee or independent contractor holder of the Company or any of its Subsidiaries (each, a “Participant”), or between the Company, any of its Subsidiaries or any of their respective Affiliates, on the one hand, and any Participant, on the other hand, or with respect to which any potential liability, whether absolute or contingent, is borne by the Company or any of its Subsidiaries, and in each case whether or not (x) subject to the Laws of the United States, (y) in writing or (z) fundedCommon Stock.

Capitalization of the Company. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 296,719,184 total shares, each with a par value of $0.00001 per share, comprised of: (i) 183,300,000 shares of Company Common Stock, of which 41,431,068 shares are issued and outstanding as of the date of this Agreement and (ii) 113,419,184 shares of Company Preferred Stock, of which (A) 100,000,000 Class 28,725,920 shares have been designated Series A SharesPreferred Stock, 28,725,920 of which, which are issued and outstanding as of the close date of business on September 2, 2016 (the “Capitalization Date”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs)this Agreement, (B) 33,000,000 Class 34,391,480 shares have been designated Series B SharesPreferred Stock, 34,391,480 of which, which are issued and outstanding as of the close date of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 shares of preferred stock, par value $0.0001 per share, of the Company (“Preferred Stock”), of which, as of the Capitalization Date, no shares of Preferred Stock were issued and outstanding. (ii) As of the close of business on the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (A) ”employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), but whether or not subject to ERISA, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangementthis Agreement, (C) employment14,468,290 shares have been designated Series C Preferred Stock, consulting14,468,290 of which are issued and outstanding as of the date of this Agreement, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) 17,599,646 shares have been designated Series D Preferred Stock, 17,305,052 of which are issued and outstanding as of the date of this Agreement and (E) 18,233,848 shares have been designated Series Seed Preferred Stock, 17,918,211 of which are issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of Company Capital Stock (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other compensation or benefit planapplicable Contracts governing the issuance of such securities; (iii) are not subject to, program, policy, agreement, scheme or arrangement, nor have they been issued in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Companyviolation of, any Subsidiary purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (iv) are free and clear of their respective Affiliates any Liens other than Permitted Liens. (b) As of the date of this Agreement, (i) Company Options to purchase 19,134,645 shares of Company Common Stock, (ii) Company RSUs with respect to 0 shares of Company Common Stock, (iii) Company Common Warrants to purchase 190,000 shares of Company Common Stock, and (iv) Company Series D Warrants to purchase 294,594 shares of Series D Preferred Stock are outstanding, and the Company Share Reserve Amount is equal to 4,666,449. The Company has provided to Acquiror, prior to the date of this Agreement, a true and complete list of each holder of a Company Award, including the type of Company Award, the number of shares of Company Common Stock subject thereto, vesting schedule and, if applicable, the exercise price thereof. All Company Options and Company RSUs are evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Company Option or Company RSU is subject to terms that are materially different from those set forth in such forms. Each Company Option and each Company RSU was validly issued and either properly approved by, or issued pursuant to a Company Option properly approved by, the Board of Directors of the Company (or appropriate committee thereof). The Company has provided to Acquiror, prior to the date of this Agreement, a complete list of holders of Company Warrants and has provided all warrant agreements pursuant to which there are Company Warrants outstanding. (c) As of the date of this Agreement, except as set forth on Section 4.6(c) of the Company Disclosure Letter, the Company has not granted any outstanding subscriptions, options, stock appreciation rights, warrants, rights or other securities (including debt securities) convertible into or exchangeable or exercisable for shares of Company Capital Stock, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the benefit issuance of any current additional shares, the sale of treasury shares or former directorother equity interests, officer, employee or independent contractor the obligation to repurchase or redeem shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company. There are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any shares of its Subsidiaries Company Capital Stock. There are no bonds, debentures or other indebtedness having the right to vote (each, a “Participant”)or which are exercisable or exchangeable for, or between convertible or redeemable into, securities having the Company, right to vote) on any of its Subsidiaries or any of their respective Affiliates, matter on the one hand, and any Participant, on the other hand, or with respect to which any potential liability, whether absolute or contingent, is borne by the Company or any of its Subsidiaries, and in each case whether or not (xStockholders may vote. Except as set forth on Section 4.6(c) subject to the Laws of the United StatesCompany Disclosure Letter, (y) in writing the Company is not party to any stockholder agreement, voting agreement, registration rights agreement or (z) fundedsimilar agreement relating to its equity interests.

Capitalization of the Company. (i) The authorized capital stock of the Company consists of (A) 100,000,000 Class A Shares, of which, as of the close of business on September 2, 2016 (the “Capitalization Date”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of which, as of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 shares of preferred stock, par value $0.0001 per share, of the Company (“Preferred Stock”), of which, as of the Capitalization Date, no shares of Preferred Stock were issued and outstanding. (iia) As of the close date of business on this Agreement, the Capitalization Dateauthorized share capital of the Company is $50,000 divided into 10,000,000,000 shares of $0.000005 par value each, there were 4,005,785 Class comprised of (x) 9,923,950,082 ordinary shares of the Company, par value of $0.000005 each, of which 198,035,714 ordinary shares are issued and outstanding as of the date of this Agreement and (y) 76,049,918 Preferred Shares, of which (i) 5,043,104 shares are designated Series Angel Preferred Shares, all of which are issued and outstanding as of the date of this Agreement, (ii) 24,464,286 shares are designated Series A Shares reserved for future issuance under Preferred Shares, all of which are issued and outstanding as of the Benefit Plans date of this Agreement, (exclusive iii) 24,612,081 shares are designated Series A+ Preferred Shares, all of Class A Shares subject to Company Options). “Benefit Plan” means each which are issued and outstanding as of the date of this Agreement, (Aiv) ”employee benefit plan” 7,164,480 shares are designated Series A++ Preferred Shares, all of which is issued and outstanding as of the date of this Agreement, and (v) 14,765,967 shares are designated Series B Preferred Shares, all of which are issued and outstanding as defined of the date of this Agreement. (b) Set forth in Section 3(33.3(b) of the Employee Retirement Income Security Act Company Disclosure Letter is a true and correct list of 1974, as amended, each holder of Company Shares and the rules and regulations promulgated thereunder (“ERISA”), but whether or not subject to ERISA, and, for number of Company Shares held by each such holder as of the avoidance of doubt, including any such plans referred to date hereof. Except as schemes rather than plans set forth in any non-U.S. jurisdiction), (BSection 3.3(b) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Subsidiary of the Company or any of their respective Affiliates for the benefit of any current or former directorDisclosure Letter, officer, employee or independent contractor there are no other shares of the Company issued or any outstanding as of its Subsidiaries the date of this Agreement. All of the issued and outstanding Company Shares (eachw) have been duly authorized and validly issued and allotted and are fully paid and non-assessable; (x) have been offered, a “Participant”), or between the Company, any of its Subsidiaries or any of their respective Affiliates, on the one hand, sold and any Participant, on the other hand, or with respect to which any potential liability, whether absolute or contingent, is borne issued by the Company or any of its Subsidiariesin compliance with applicable Law, including the Cayman Act, U.S. federal and state securities Laws, and all requirements set forth in each case whether or not (x1) subject to the Laws of the United States, (y) in writing or (z) funded.Company Charter and

Capitalization of the Company. (ia) The As of the date of this Agreement, and without giving effect to the Pre-Closing Restructuring, the authorized capital stock of the Company consists of (A) 100,000,000 Class A Shares, 170,000,000 shares of which, Company Common Stock of which 42,992,515 shares are issued and outstanding as of the close date of business on September 2this Agreement, 2016 and 75,136,086 shares of preferred stock (of which (i) 7,199,261 shares are designated Series A-1 Preferred Stock, $0.0001 par value per share, all of which are issued and outstanding as of the date of this Agreement (the “Capitalization Date”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of which, as of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 shares of preferred stock, par value $0.0001 per share, of the Company (“Series A-1 Preferred Stock”), (ii) 5,274,468 shares are designated Series A Preferred Stock, $0.0001 par value per share, all of which, which are issued and outstanding as of the Capitalization Datedate of this Agreement (the “Series A Preferred Stock”), (iii) 10,338,818 shares are designated Series B Preferred Stock, $0.0001 par value per share, all of which are issued and outstanding as of the date of this Agreement (the “Series B Preferred Stock”), (iv) 19,066,809 shares are designated Series C Preferred Stock, $0.0001 par value per share, all of which are issued and outstanding as of the date of this Agreement (the “Series C Preferred Stock”) and (v) 33,256,730 shares are designated Series D Preferred Stock, $0.0001 par value per share, of which 25,547,782 shares are issued and outstanding as of the date of this Agreement (the “Series D Preferred Stock”)), and there are no other authorized equity interests of the Company that are issued and outstanding. After giving effect to the Pre-Closing Restructuring (as if it were consummated on the date hereof), the issued and outstanding capital stock of the Company would consist of only shares of Company Existing Common Stock or Company Class Z Common Stock and no shares of Company Preferred Stock were Stock, and no Company Convertible Securities or Company Warrants would be outstanding. All of the issued and outstanding. (ii) As outstanding shares of the close of business on the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each Capital Stock (A) ”employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, have been duly authorized and the rules validly issued and regulations promulgated thereunder (“ERISA”), but whether or not subject to ERISA, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans in any are fully paid and non-U.S. jurisdiction), assessable; (B) bonushave been offered, incentive or deferred compensation or equity or equity-based compensation plansold and issued in compliance with applicable Law, programincluding federal and state securities Laws, policy, agreement, scheme or arrangement, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of such securities; (C) employmentare not subject to, consulting, severance, change nor have they been issued in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Companyviolation of, any Subsidiary purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any of their respective Affiliates for Contract to which the benefit Company is a party or otherwise bound; and (D) are free and clear of any Liens other than Permitted Liens. All shares of Company Common Stock are book-entry shares in the form of electronic stock certificates on the electronic capitalization management system provided by eShares, Inc., d/b/a Carta, Inc. (b) As of the date of this Agreement, (i) Options to purchase 18,052,548 Company Common Stock, of which 16,116,380 Options that have not been exercised have early exercise features, and (ii) Restricted Stock Awards with respect to 2,779,715 shares of Company Common Stock, of which 9,145 shares of restricted Company Common Stock have been received upon the early exercise of Options and are subject to vesting conditions as of the date of this Agreement. The Company has provided to Acquiror, prior to the date of this Agreement, a true and complete list of each current or former directoremployee, officer, employee consultant or independent contractor director of the Company or any of its Subsidiaries who, as of the date of this Agreement, holds a Company Award, including the type of Company Award, the number of shares of Company Common Stock subject thereto, vesting schedule and, if applicable, the exercise price thereof. All Options and Restricted Stock Awards are evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Option or Restricted Stock Award is subject to terms that are materially different from those set forth in such forms. Each Option and each Restricted Stock Award was validly issued and either properly approved by or issued pursuant to an Option properly approved by the Board of Directors of the Company (eachor appropriate committee thereof). (c) Except as set forth on Section 4.6(c) of the Company Disclosure Letter and the Company Convertible Securities, a “Participant”the Company has not granted any outstanding subscriptions, options, stock appreciation rights, warrants, rights or other securities (including debt securities) convertible into or exchangeable or exercisable for shares of Company Capital Stock, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or between other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any of its Subsidiaries or any of their respective Affiliates, on the one hand, and any Participant, on the other hand, or with respect to kind which any potential liability, whether absolute or contingent, is borne by may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any shares of its Subsidiaries, and in each case whether or not (x) subject to the Laws of the United States, (y) in writing or (z) fundedCompany Capital Stock.

Capitalization of the Company. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of (Ai) 100,000,000 Class A 2,525,000,000 shares of Common Stock (for the sake of clarity, including Common Stock related to the Company Restricted Shares), of whichwhich 700,580,772 shares are issued and outstanding, (ii) 500,000,000 shares of Series A Preferred Stock of the Company, of which 136,471,251 shares are issued and outstanding, (iii) 16,922,440 shares of Series B Preferred Stock of the Company, of which 15,353,019 shares are issued and outstanding and of which all shares are unvested, (iv) 250,000,000 shares of Series C Preferred Stock of the Company, of which 26,507,378 shares are issued and outstanding and (v) 130,000,000 shares of Series D Preferred Stock of the Company, of which 23,000,000 shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights created by statute, the certificate of incorporation or bylaws of the Company, or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with applicable federal and state securities or “blue sky” Laws, except as would not reasonably be expected to result in material liability to the Company. There are no accrued and unpaid dividends with respect to any issued and outstanding shares of Common Stock. Schedule 4.6(a) sets forth, as of the close date of business on September 2this Agreement, 2016 for each outstanding Company Restricted Share as of the date hereof, (i) the “Capitalization Date”)name of the holder, there were 12,364,416 Class A Shares (ii) the date of grant and vesting schedule and (iii) whether a valid 83(b) election was timely filed by the holder in connection with the grant of such Company Restricted Share. (b) Schedule 4.6(b) sets forth as of the date of this Agreement, for each Holder of Common Stock or Preferred Stock, (i) to the extent known, the last known address and email address of such Holder and (ii) the numbers, date of acquisition and kind of issued and outstanding shares of Common Stock or Preferred Stock held by such Holder. (excluding 3,599,626 Class A Shares held in treasury but including Company RSAsc) Except as set forth on Schedule 4.6(c), (B) 33,000,000 Class B Sharesthe Company has not granted any outstanding options, of whichwarrants, as rights or other securities convertible into or exchangeable or exercisable for shares of the close Preferred Stock or Common Stock, or any other commitments or agreements providing for the issuance of business on additional shares, the Capitalization Datesale of treasury shares, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 shares or for the repurchase or redemption of preferred stock, par value $0.0001 per share, of the Company (“Preferred Stock”), of which, as of the Capitalization Date, no shares of Preferred Stock were issued and outstanding. (ii) As of the close of business on the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (A) ”employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amendedor Common Stock, and the rules and regulations promulgated thereunder (“ERISA”), but whether or not subject to ERISA, and, for the avoidance there are no agreements of doubt, including any such plans referred to as schemes rather than plans in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Subsidiary of kind which may obligate the Company to issue, purchase, redeem or any of their respective Affiliates for the benefit of any current or former director, officer, employee or independent contractor of the Company or otherwise acquire any of its Subsidiaries (each, a “Participant”), or between the Company, any of its Subsidiaries or any of their respective Affiliates, on the one hand, and any Participant, on the other hand, or with respect to which any potential liability, whether absolute or contingent, is borne by the Company or any of its Subsidiaries, and in each case whether or not (x) subject to the Laws of the United States, (y) in writing or (z) fundedcapital stock.

Capitalization of the Company. (i) The As of the date of this Agreement, the Company’s authorized capital stock of the Company stock, $0.001 par value per share, consists of (Aa) 100,000,000 shares of Company Common Stock, of which 9,638,980 shares are issued and outstanding, (b) 10,000,000 shares of Class A SharesNonvoting Common Stock of which 0 shares are issued and outstanding, (c) 2,250,000 shares of whichClass B Convertible Preferred Stock (“Class B Preferred”) of which 2,250,000 shares are issued and outstanding, (d) 2,000,000 shares of Class C Convertible Preferred Stock (“Class C Preferred”) of which 2,000,000 shares are issued and outstanding, (e) 12,000,000 shares of Class D Convertible Preferred Stock (“Class D Preferred”) of which 7,465,052 shares are issued and outstanding, (f) 6,250,000 shares of Class E Convertible Preferred Stock (“Class E Preferred”) of which 6,102,704 shares are issued and outstanding and (g) 3,750,000 shares of other Preferred Stock of which 0 are issued and outstanding. In addition, as of the close date of business on September 2this Agreement, 2016 (the “Capitalization Date”), there were 12,364,416 Class A 3,881,009 Company Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of which, as of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 shares of preferred stock, par value $0.0001 per share, are reserved for issuance upon exercise of the Company Options under the Company’s two 1998 Stock Option Plans and the Company’s 2000 Stock Option Plan and 283,300 Company Shares are reserved for issuance upon exercise of warrants to purchase shares of Company Common Stock (collectively, the “Preferred StockWarrants”), of which, as . Each outstanding share of the Capitalization DateCompany capital stock is duly authorized and validly issued, no shares of Preferred Stock were issued fully paid and outstanding. (ii) As of the close of business on the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (A) ”employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amendednonassessable, and the rules and regulations promulgated thereunder (“ERISA”), but whether has not been issued in violation of any preemptive or not subject similar rights. There are no voting trusts or other agreements or understandings to ERISA, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Subsidiary of which the Company or any subsidiary of their respective Affiliates for the benefit Company is a party with respect to the voting of any current or former director, officer, employee or independent contractor the capital stock of the Company or any of its Subsidiaries (eachsubsidiaries. Except as set forth in Section 3.3 of the Company Disclosure Schedule, a “Participant”)there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or between other commitments or rights of any type relating to the issuance, sale or transfer of any securities of the Company, nor are there outstanding any securities of its Subsidiaries the Company or a subsidiary of the Company which are convertible into or exchangeable for any shares of capital stock of the Company; and the Company has no obligation of any kind to issue any additional securities or to pay for securities of the Company or any predecessor. The issuance and sale of their respective Affiliates, on all of the one hand, shares of capital stock described in this Section 3.3 have been in compliance with federal and state securities laws. The Company has not agreed to register any Participant, on securities under the other handSecurities Act, or with respect under any state securities law or granted registration rights to which any potential liabilityperson. Except as set forth in Section 3.3 of the Company Disclosure Schedule, whether absolute there are no outstanding obligations to repurchase, redeem or contingent, is borne by otherwise acquire any securities of the Company or any of its Subsidiaries, and subsidiaries. The Company has not repurchased any shares of its capital stock in each case whether or not (x) subject the period ended two years prior to the Laws Closing Date. Section 3.3 of the United StatesCompany Disclosure Schedule sets forth a true, accurate and complete list of (i) the holders of Company Stock and the number of shares owned by each such Holder, (yii) in writing or the holders of Warrants and the number of Warrants held by each such holder and (ziii) fundedall outstanding Options, the holder of such Options and the exercise price of each such Option; it being understood that Section 3.3 of the Company Disclosure Schedule shall, if necessary, be updated immediately prior to the Closing to reflect only those changes to such Schedule that have occurred following the date hereof.

Capitalization of the Company. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of (Ai) 100,000,000 Class A Shares44,531,024 shares of Company Common Stock, of which 4,814,981 are issued and outstanding, and of which, 1,005,436 shares are Company Restricted Stock, (ii) 2,212,389 shares of Company Series A Preferred Stock, all of which are issued and outstanding, (iii) 2,403,846 shares of Company Series A-1 Preferred Stock, all of which are issued and outstanding, (iv) 4,118,126 shares of Company Series A-2 Preferred Stock, all of which are issued and outstanding, (v) 785,056 shares of Company Series A-3 Preferred Stock, all of which are issued and outstanding, (vi) 710,321 shares of Company Series A-4 Preferred Stock, all of which are issued and outstanding, (vii) 5,385,474 shares of Company Series B Preferred Stock, all of which are issued and outstanding, (viii) 2,804,302 shares of Company Series B-1 Preferred Stock, all of which are issued and outstanding, (ix) 11,732,302 shares of Company Series B-2 Preferred Stock, 9,788,160 of which are issued and outstanding, and (x) 1,903,647 shares of Company Series B-3 Preferred Stock, all of which are issued and outstanding. The foregoing represents all of the issued and outstanding shares of capital stock of the Company as of the close date of business on September 2, 2016 (this Agreement. All of the “Capitalization Date”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of which, as of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 shares of preferred stock, par value $0.0001 per share, capital stock of the Company (“Preferred Stock”), of which, as of the Capitalization Date, no shares of Preferred Stock were w) have been duly authorized and validly issued and outstanding. are fully paid and non-assessable, (iix) As of the close of business on the Capitalization Datehave been offered, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) ”employee benefit plan” (as defined in Section 3(3) the Governing Documents of the Employee Retirement Income Security Act of 1974, as amended, Company and the rules and regulations promulgated thereunder (“ERISA”), but whether or not subject to ERISA, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangementany other applicable Contracts governing the issuance of such securities, (Cy) employmentare not subject to, consulting, severance, change nor have they been issued in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Companyviolation of, any Subsidiary purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any of their respective Affiliates for Contract to which the benefit Company is a party or otherwise bound and (z) are free and clear of any Liens (other than Permitted Liens). (b) As of the date of this Agreement, Company Options to purchase 5,948,691 shares of Company Common Stock are outstanding. The Company has set forth on Section 4.6(b) of the Company Disclosure Letter, a true, correct and complete list of each current or former directoremployee, officer, employee consultant or independent contractor director of the Company or any of its Subsidiaries who, as of the date of this Agreement, holds a Company Award, including the type of Company Award, the number of shares of the Company Common Stock subject thereto, vesting schedule and, if applicable, the exercise price thereof. All Company Options are evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Company Option is subject to terms that are materially different from those set forth in such forms. Each Company Option was validly issued and properly approved by, the Board of Directors of the Company (eachor appropriate committee thereof). (c) Except as otherwise set forth on Section 4.6(c) of the Company Disclosure Letter, a “Participant”)the Company has not granted any outstanding subscriptions, options, stock appreciation rights, warrants, rights or between other securities (including debt securities) convertible into or exchangeable or exercisable for capital stock of the Company, any other commitments, calls, conversion rights, rights of its Subsidiaries exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of their respective Affiliatesadditional capital stock, on the one hand, and any Participant, on the other handsale of capital stock, or with respect to which any potential liability, whether absolute for the repurchase or contingent, is borne by redemption of capital stock of the Company or any the value of its Subsidiarieswhich is determined by reference to capital stock of the Company, and in each case whether there are no voting trusts, proxies or not (x) subject agreements of any kind which may obligate the Company to the Laws issue, purchase, register for sale, redeem or otherwise acquire any capital stock of the United States, (y) in writing or (z) fundedCompany.

Capitalization of the Company. (ia) The As of the date of this Agreement, the authorized share capital stock of the Company consists of 3,600,000,000 total shares, each with a par value of NIS 0.00001 per share, comprised of: (i) 3,558,540,631 Company Ordinary Shares, of which 130,876,394 Company Ordinary Shares are issued and outstanding as of the date of this Agreement; and (ii) 41,459,369 Company Preferred Shares, of which 41,459,369 Company Preferred Shares are issued and outstanding as of the date of this Agreement. All of the issued and outstanding Company Shares (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) 100,000,000 Class A Shares, of which, as the Governing Documents of the close of business on September 2, 2016 (the “Capitalization Date”), there were 12,364,416 Class A Shares issued Company and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, any other applicable Contracts governing the issuance of which, as of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding such securities; (with no Class B Shares held in treasury), and (Ciii) 50,000,000 shares of preferred stock, par value $0.0001 per share, of the Company (“Preferred Stock”), of which, as of the Capitalization Date, no shares of Preferred Stock were issued and outstanding. (ii) As of the close of business on the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (A) ”employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), but whether or are not subject to ERISAto, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans nor have they been issued in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Companyviolation of, any Subsidiary purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any of their respective Affiliates for Contract to which the benefit Company is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. All Company Shares are uncertificated, book-entry shares. (b) As of the date of this Agreement, Options to purchase 29,177,202 Company Ordinary Shares are outstanding and RSUs convertible into 764,987 Company Ordinary Shares are outstanding. The Company has provided to SPAC, prior to the date of this Agreement, a true and complete list of each current or former directoremployee, officer, employee consultant or independent contractor director of the Company or any of its Subsidiaries who, as of the date of this Agreement, holds an Option and/or RSU, including: (eachi) the name of the holder of such Option; (ii) the number of shares of Company Ordinary Shares subject thereto; (iii) the vesting schedule (including any acceleration provision); (iv) if applicable, the exercise price thereof; (v) the expiration dates; (vi) the status of the Option as an “incentive stock option” as defined in Section 422 of the Code, a “Participant”non-qualified stock option or otherwise; and (vii) whether each such Option or RSU was granted and is subject to Tax pursuant to Section 3(i) of the ITO or Section 102 of the ITO and the applicable sub-section of Section 102. (c) Except as set forth in Section 4.06(a), Section 4.06(b) or between Section 4.06(c) of the CompanyCompany Disclosure Letter, any there are (i) no outstanding shares of its Subsidiaries capital stock or any of their respective Affiliates, on the one hand, and any Participant, on the other handshare capital of, or with respect to which any potential liabilityother equity or voting interest in, whether absolute or contingent, is borne by the Company or any of its Subsidiaries, (ii) no outstanding securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or share capital of, or other equity or voting interest in, the Company or any of its Subsidiaries, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company or any of its Subsidiaries, or that obligate the Company or any of its Subsidiaries to issue or register, or that restrict the transfer or voting of, any capital stock or share capital of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock or share capital of, or other equity or voting interest in, the Company or any of its Subsidiaries, (iv) no obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock or share capital of, or other equity or voting interest (including any voting debt) in, the Company or any of its Subsidiaries (the items in clauses (i), (ii), (iii) and (iv), together with the share capital of the Company, being referred to collectively as “Securities”), (v) no calls, subscriptions, pre-emptive rights, Contracts, agreements, arrangements, understandings or other commitments of any kind for the purchase or issuance of Securities, (vi) no “phantom stock” or similar obligations of the Company or any of its Subsidiaries, (vii) no Contracts requiring the Company or any of its Subsidiaries to acquire any equity interest of any other Person, and (viii) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Securities or dividends paid thereon or revenues, earnings or financial performance or any other attribute of the Company. (d) The Company Ordinary Shares constituting the Closing Share Consideration, when issued in each case whether accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and non-assessable and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or not any similar right under any provision of applicable Law, the Company’s Governing Documents, or any Contract to which the Company or any of its Subsidiaries is a party (x) other than the Amended Articles and the Investor Rights Agreement and other than being subject to the Laws of the United States, (y) in writing or (z) fundedgenerally applicable Liens created under applicable securities Laws).

Capitalization of the Company. (i) The authorized capital stock of the Company consists of (A) 100,000,000 Class A Shares, of which, as of the close of business on September 2, 2016 (the “Capitalization Date”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of which, as of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 shares of preferred stock, par value $0.0001 per share, of the Company (“Preferred Stock”), of which, as of the Capitalization Date, no shares of Preferred Stock were issued and outstanding. (iia) As of the close date of business on this Agreement, the Capitalization Dateauthorized share capital of the Company is $50,000 divided into 500,000,000 shares of $0.0001 par value each, there were 4,005,785 Class A comprised of (x) 440,000,000 Ordinary Shares, of which (1) 14,542,274 Ordinary Shares reserved for future issuance under are issued and outstanding as of the Benefit Plans date of this Agreement, (exclusive of Class A 2) 4,851,297 Ordinary Shares are subject to issuance upon the vesting of Company OptionsRSUs outstanding as of the date of this Agreement and (3) 9,832,986 Ordinary Shares are subject to issuance upon the vesting of Key Executive RSUs outstanding as of the date of this Agreement, and (y) 60,000,000 Preferred Shares (of which (i) 10,000,000 shares are designated Series A Preferred Shares, of which 4,154,726 Series A Preferred Shares are issued and outstanding as of the date of this Agreement, (ii) 10,000,000 shares are designated Series B Preferred Shares, of which 5,338,405 Series B Preferred Shares are issued and outstanding as of the date of this Agreement, (iii) 20,000,000 shares are designated Series C Preferred Shares, of which 10,532,116 Series C Preferred Shares are issued and outstanding as of the date of this Agreement, (iv) 10,000,000 shares are designated Series D Preferred Shares, of which 3,487,206 Series D Preferred Shares are issued and outstanding as of the date of this Agreement, and (v) 10,000,000 shares are designated Series E Preferred Shares, of which 1,650,913 Series E Preferred Shares are issued and outstanding as of the date of this Agreement). “Benefit Plan” means each (A) ”employee benefit plan” (as defined Set forth in Section 3(33.3(a) of the Employee Retirement Income Security Act Company Disclosure Letter is a true and correct list of 1974each holder of Company Shares and the number of Company Shares held by each such holder as of the date hereof. Except as set forth in Section 3.3(a) of the Company Disclosure Letter, there are no other shares of the Company issued or outstanding as amendedof the date of this Agreement. All of the issued and outstanding Company Shares (w) have been duly authorized and validly issued and allotted and are fully paid and non-assessable; (x) have been offered, sold and issued by the Company in compliance with applicable Law, including the Cayman Act, U.S. federal and state securities Laws, and all requirements set forth in (1) the Company Charter and the Shareholders’ Agreement and (2) any other applicable Contracts governing the issuance or allotment of such securities to which the Company is a party or otherwise bound; and (y) are not subject to, nor have they been issued in violation of, any Encumbrance, purchase option, call option, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Company Charter, and the rules and regulations promulgated thereunder (“ERISA”)Shareholders’ Agreement or any other Contract, but whether or not subject to ERISA, and, for the avoidance of doubt, including in any such plans referred case to as schemes rather than plans in any non-U.S. jurisdiction)which the Company is a party or otherwise bound. (b) The Company has provided to SPAC, (B) bonusprior to the date of this Agreement, incentive a true and correct list of each current or deferred compensation former employee, consultant, officer or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Subsidiary director of the Company or any other Group Company who, as of their respective Affiliates the date of this Agreement, holds a Company RSU or Key Executive RSU, including the number of Ordinary Shares subject thereto, the vesting schedule and expiration date thereof. All Company RSUs and Key Executive RSUs outstanding as of the date of this Agreement are evidenced by award agreements in substantially the forms previously Made Available to SPAC. (c) Except as otherwise set forth in this Section 3.3 or on Section 3.3(c) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of the Company exercisable or exchangeable for Company Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the benefit issuance of any current additional shares, the sale of treasury shares or former directorthe issuance or sale by the Company of other Equity Securities of the Company, officer, employee or independent contractor for the repurchase or redemption by the Company of shares or other Equity Securities of the Company or any the value of its Subsidiaries (each, a “Participant”), which is determined by reference to shares or between other Equity Securities of the Company, and there are no voting trusts, proxies or agreements of any of its Subsidiaries or any of their respective Affiliates, on the one hand, and any Participant, on the other hand, or with respect to kind which any potential liability, whether absolute or contingent, is borne by may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Subsidiaries, and in each case whether Company Shares or not (x) subject to the Laws other Equity Securities of the United States, (y) in writing or (z) fundedCompany.

Capitalization of the Company. (a) As of the date of this Agreement, the Company has (i) The 25,000,000 authorized capital stock Company Common Shares, 4,725,181 of which are issued and outstanding and (ii) 14,227,403 authorized Company Preferred Shares, (A) 1,738,247 of which have been designated Class A Preferred Shares, 1,577,416 of which are issued and outstanding, (B) 2,878,640 of which have been designated Class B Preferred Shares, 2,831,697 of which are issued and outstanding, (C) 1,771,440 of which have been designated Class C Preferred Shares, 1,753,408 of which are issued and outstanding, (D) 1,710,426 of which have been designated Class C-2 Preferred Shares, 1,706,525 of which are issued and outstanding, (E) 2,479,936 of which have been designated Class D Preferred Shares, 2,302,151 are issued and outstanding, and (F) 3,648,714 of which have been designated Class E Preferred Shares, 2,432,498 of which are issued and outstanding. Section 4.3(a) of the Company consists of (A) 100,000,000 Class A Shares, of whichDisclosure Letter sets forth, as of the close date of business on September 2this Agreement, 2016 the number, class and series of Company Shares together with the name of each registered holder thereof. (b) Section 4.3(b) of the “Capitalization Date”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of whichDisclosure Letter sets forth, as of the close date of business this Agreement, (i) a true, correct and complete list of all holders of outstanding Company Options, (ii) the number of Company Common Shares subject to each such Company Option, (iii) the grant date, and exercise price for such Company Option, (iv) the extent to which such Company Option is vested and exercisable and (v) the date on which such Company Option expires. Each Company Option was granted in accordance with the Company Stock Plan with an exercise price per share (A) that is equal to or greater than the fair market value of the underlying shares on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding date of grant or (B) was determined pursuant to the Code Section 409A safe-harbor for illiquid start-up companies pursuant to Treas. Reg. Section 1.409A-1(b)(5)(iv)(B)(2)(iii) or in accordance with no Class B Shares held in treasuryCode Section 422(c)(1), as applicable, and has a grant date identical to the date on which the Company Board or its compensation committee actually awarded the Company Option. (c) Except for (i) the Current Company Articles, (ii) the Subscription Agreements, (iii) the Sponsor Commitment Letter, (iv) the Company Preferred Shares, (v) the Advance Investment Agreement, (vi) this Agreement, (vii) any Company Options that are from time to time granted to any employees, consultants or directors of any Group Company pursuant to the Company Stock Plan, (viii) as of the consummation of the Reclassification, the Price Adjustment Rights, (ix) a reservation of Company Common Shares for issuances or purchase upon exercise of Company Options under the Company Stock Plan and (Cx) 50,000,000 shares of preferred stock, par value $0.0001 per share, as disclosed on Section 4.3(b) of the Company (“Preferred Stock”)Disclosure Letter, of which, as of the Capitalization Date, no shares of Preferred Stock were issued and outstanding. (ii) As of the close of business on the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (A) ”employee benefit plan” no subscription, warrant, option, convertible or exchangeable security, or other right (as defined in Section 3(3contingent or otherwise) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), but whether to purchase or not subject to ERISA, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or otherwise acquire equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Subsidiary of the Company or any of their respective Affiliates for the benefit of any current or former director, officer, employee or independent contractor securities of the Company or any of its Subsidiaries (each, a “Participant”), is authorized or between the Company, any of its Subsidiaries or any of their respective Affiliates, on the one handoutstanding, and any Participant, on the other hand, or with respect to which any potential liability, whether absolute or contingent, (B) there is borne no commitment by the Company or its Subsidiaries to issue shares, subscriptions, warrants, options, convertible or exchangeable securities, or other similar equity rights, to distribute to holders of their respective equity securities any evidence of indebtedness, to repurchase or redeem any securities of the Company or its SubsidiariesSubsidiaries (other than the Self-Tender Offer or repurchases, redemptions or other acquisitions of any such capital stock or other equity security from directors, officers, employees or consultants in accordance with the terms of any equity incentive plan or such Person’s employment, grant, consulting or subscription agreement, in each case, in accordance with the Company’s Governing Documents and such plan or agreement, as in effect as of the date of this Agreement or modified after the date of this Agreement in accordance with this Agreement) or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security. There are no declared or accrued unpaid dividends with respect to any Company Common Shares. (d) All issued and outstanding Company Shares are, and all Company Shares which become issued pursuant to the Reclassification, the Pre-PIPE Conversion and the exercise of Company Options, when issued in accordance with the terms of the Company Options, respectively, will be, (i) duly authorized, validly issued, fully paid and non-assessable (in each case whether or case, to the extent that such concepts are applicable) and (ii) not (x) subject to any preemptive rights created by statute, the Laws Company’s Governing Documents or any Contract to which the Company is a party. All issued and outstanding Company Shares and Company Options were issued in compliance with applicable Legal Requirements. (e) No outstanding Company Shares are subject to vesting or forfeiture rights or repurchase by a Group Company. There are no outstanding or authorized stock appreciation, dividend equivalent, phantom stock, profit participation or other similar rights issued by any Group Company. (f) All distributions, dividends, repurchases and redemptions (if any), in respect of the United Statescapital stock (or other equity interests) of the Company were undertaken in material compliance with the Company’s Governing Documents then in effect, any agreement to which the Company then was a party and in compliance with applicable Legal Requirements. (yg) Except as set forth in writing the Company’s Governing Documents, this Agreement, the Advance Investment Agreement, the Subscription Agreements, the Sponsor Commitment Letter, Investors’ Rights Agreement, Existing Voting Agreement, ROFR/Co-Sale Agreement, Prior Preferred Share Purchase Agreements, or any agreement granting equity or equity-based compensation awards, as well as the agreements set forth in Section 4.3(g) of the Company Disclosure Letter, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings, to which any Group Company is a party or by which any Group Company is bound with respect to any ownership interests of the applicable Group Company. (zh) fundedExcept as set forth in Section 4.3(h) of the Company Disclosure Letter and as provided for in this Agreement, the Advance Investment Agreement, the Subscription Agreements or the Sponsor Commitment Letter, as a result of the consummation of the Transactions, no shares of capital stock, warrants, options or other securities of any Group Company are issuable and no rights in connection with any shares, warrants, options or other securities of any Group Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise). (i) Except as set forth in Section 4.3(i) of the Company Disclosure Letter, as of the date of this Agreement, no Group Company has any indebtedness for borrowed money, other than to any other Group Company. No Group Company has availed itself of any loan, grant or other payment from any Governmental Entity in connection with COVID-19, including any loans under the CARES Act or the Payment Protection Program.

Capitalization of the Company. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of (Ai) 100,000,000 Class A Shares83,830,000 shares of Company Common Stock, of which, which 15,637,007 are outstanding as of the close date of business on September 2, 2016 this Agreement (including in respect of shares of Company Restricted Stock) and (ii) 46,479,310 shares of Company Preferred Stock (of which (A) 5,889,829 shares are designated Series A-1 Preferred Stock (the “Capitalization Date”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of which, as of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 shares of preferred stock, par value $0.0001 per share, of the Company (“Series A-1 Preferred Stock”), all of which, which are issued and outstanding as of the Capitalization Date, no shares date of Preferred Stock were issued and outstanding. (ii) As of the close of business on the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (A) ”employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), but whether or not subject to ERISA, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans in any non-U.S. jurisdiction)this Agreement, (B) bonus7,015,787 shares are designated as Series A-2 Preferred Stock (the “Series A-2 Preferred Stock”), incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement6,987,125 of which are issued and outstanding as of the date of this Agreement, (C) employment6,949,142 shares are designated as Series B Preferred Stock (the “Series B Preferred Stock”), consultingall of which are issued and outstanding as of the date of this Agreement, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) 2,465,454 shares are designated as Series C-1 Preferred Stock (the “Series C-1 Preferred Stock”), none of which are issued and outstanding as of the date of this Agreement, (E) 9,936,529 shares are designated as Series C Preferred Stock (the “Series C Preferred Stock”), 9,936,528 of which are issued and outstanding as of the date of this Agreement, (F) 6,594,479 shares are designated Series D Preferred Stock (the “Series D Preferred Stock”), all of which are issued and outstanding as of the date of this Agreement, and (G) 7,628,090 shares are designated Series E Preferred Stock (the “Series E Preferred Stock”), 7,628,075 of which are issued and outstanding as of the date of this Agreement, and there is no other compensation or benefit planauthorized capital stock of the Company that is issued and outstanding. All of the issued and outstanding shares of Company Capital Stock (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, programsold and issued (1) in compliance with applicable Law, policyincluding federal and state securities Laws, agreementand all requirements set forth in the Governing Documents of the Company and (2) in compliance in all material respects with any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, scheme or arrangement, nor have they been issued in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Companyviolation of, any Subsidiary purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound. (b) As of their respective Affiliates for the benefit date of any this Agreement, (i) Company Options to purchase 8,061,835 shares of Company Common Stock are outstanding, (ii) 1,057,242 shares of Company Restricted Stock are outstanding and (iii) 11,970,218 Company Warrants are outstanding, 9,476,102 of which are Common Stock Warrants, 28,662 of which are Series A-2 Preferred Stock Warrants, and 2,465,454 of which are Series C-1 Preferred Stock Warrants. The Company has provided to Acquiror, prior to the date of this Agreement, a true and complete list of each current or former directoremployee, officer, employee consultant or independent contractor director of the Company or any of its Subsidiaries who, as of the date of this Agreement, holds a Company Option or Company Restricted Stock award, including the type of award, the number of shares of Company Common Stock subject thereto, vesting schedule and, if applicable, the exercise price thereof, and separately identifies any Company Restricted Stock that was acquired in connection with the early exercise of Company Stock Options. All outstanding Company Options and Company Restricted Stock are evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Company Option or Company Restricted Stock is subject to terms that are materially different from those set forth in such forms. Each outstanding Company Option and Company Restricted Stock was validly issued and properly approved by, the Board of Directors of the Company (eachor appropriate committee thereof). (c) Except as otherwise set forth in this Section 4.6 or as contemplated by this Agreement or the other documents contemplated hereby, a “Participant”the Company has not granted any outstanding subscriptions, options, stock appreciation rights, warrants, rights or other securities (including debt securities) convertible into or exchangeable or exercisable for shares of Company Capital Stock, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or between other agreements of any character providing for the Companyissuance of additional equity interests, any the sale of its Subsidiaries or any of their respective Affiliates, on the one hand, and any Participant, on the other handequity interests, or with respect to which any potential liability, whether absolute for the repurchase or contingent, is borne by redemption of equity interests of the Company or any other interests of its Subsidiariesthe Company the value of which is determined by reference to shares of Company Capital Stock, and in each case whether there are no voting trusts, proxies or not (x) subject agreements of any kind which may obligate the Company to the Laws issue, purchase, register for sale, redeem or otherwise acquire any shares of Company Capital Stock or other equity interests of the United States, Company. (yd) in writing or (zSection 4.6(d) fundedof the Company Disclosure Letter contains a complete and accurate list of the Requisite Company Equityholders.

Capitalization of the Company. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of (Ai) 100,000,000 Class A Shares31,900,878 shares of common stock, of which, as of the close of business on September 2, 2016 par value $0.00001 per share (the “Capitalization DateCompany Common Stock”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of which, as of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (Cii) 50,000,000 5,951,318 shares of preferred stock, par value $0.0001 0.00001 per share, of share (the “Company (“Preferred Stock”), 3,545,529 of whichwhich are designated Series A Preferred Stock (the “Company Series A Preferred Stock”), as and there are no other authorized classes or series of capital stock of the Capitalization Date, no shares of Preferred Stock were issued and outstandingCompany. (iib) As of the close date of business on the Capitalization Datethis Agreement, there were 4,005,785 Class are issued and outstanding (i) 9,062,021 shares of Company Common Stock (including Company Restricted Stock Awards with respect to 625,114 shares of Company Common Stock) and (ii) 3,237,800 shares of Company Preferred Stock, consisting of 3,237,800 shares of Company Series A Preferred Stock. All of the issued and outstanding Company Shares reserved for future (1) have been duly authorized and validly issued and are fully paid and non-assessable, (2) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (x) the Governing Documents of the Company as then in effect and (y) any other applicable Contracts governing the issuance of such securities to which the Company is a party or otherwise bound, (3) have not been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Benefit Plans Governing Documents of the Company as then in effect or any Contract to which the Company is a party or otherwise bound and (exclusive of Class A Shares 4) subject to the Governing Documents of the Company Options)and the Contracts set forth in Section 5.6(b) of the Company Disclosure Letter, are free and clear of any Liens. (c) As of the date of this Agreement, there are issued and outstanding Company Warrants to purchase an aggregate of (i) 292,790 shares of Company Series A Preferred Stock and (ii) 754,833 shares of Company Common Stock. “Benefit Plan” means each All of the issued and outstanding Company Warrants (A) ”employee benefit plan” (as defined in Section 3(3) have been duly authorized and validly issued and constitute valid and binding obligations of the Employee Retirement Income Security Act of 1974Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as amendedto enforceability, and the rules and regulations promulgated thereunder (“ERISA”), but whether or not subject to ERISA, and, for the avoidance general principles of doubt, including any such plans referred to as schemes rather than plans in any non-U.S. jurisdiction)equity, (B) bonushave been offered, incentive sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of such securities to which the Company is a party or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangementotherwise bound, (C) employmenthave not been issued in violation of any purchase option, consultingcall option, severanceright of first refusal, change in controlpreemptive right, retention subscription right or termination planany similar right under any provision of any applicable Law, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Subsidiary Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound and (D) subject to the Governing Documents of their respective Affiliates for the benefit Company and the Contracts set forth in Section 5.6(c) of the Company Disclosure Letter, are free and clear of any current Liens. (d) As of the date of this Agreement, there are issued and outstanding Company Options to purchase an aggregate of 8,896,583 shares of Company Common Stock. The Company has provided to Acquiror, prior to the date of this Agreement, a true and complete list, as of the date of this Agreement, of, with respect to each Company Equity Award, the holder and type of such Company Equity Award, the number of shares of Company Common Stock subject thereto and, if applicable, the vesting schedule and the exercise price per share of Company Common Stock thereof. Each Company Equity Award was validly issued and properly approved by the Company Board (or former directoran appropriate committee thereof). All Company Options and Company Restricted Stock Awards are evidenced by award agreements in substantially the forms previously made available to Acquiror, officerand no Company Option or Company Restricted Stock Award is subject to terms that are materially different from those set forth in such forms. Each Company Option has been granted with an exercise price that is intended to be no less than the fair market value of the underlying Company Common Stock on the date of grant, employee as determined in accordance with Section 409A of the Code or independent contractor Section 422 of the Code, if applicable. Each Company Option is intended to either qualify as an “incentive stock option” under Section 422 of the Code or to be exempt under Section 409A of the Code. (e) Except as otherwise set forth in this Section 5.6 or in Section 5.6(e) of the Company Disclosure Letter, as of the date of this Agreement, the Company has no outstanding (i) Equity Securities of the Company, (ii) subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Equity Securities of the Company or any other Contracts to which the Company is a party or by which the Company is bound obligating the Company to issue or sell any Equity Securities of its Subsidiaries (each, a “Participant”), or between the Company, any of its Subsidiaries (iii) equity equivalents, stock appreciation rights, phantom stock ownership interests or any of their respective Affiliatessimilar rights in the Company, on the one hand, and any Participant, on the other hand, or with respect (iv) Contracts to which the Company is a party or by which the Company is bound obligating the Company to repurchase, redeem or otherwise acquire any potential liability, whether absolute or contingent, is borne by Equity Securities of the Company or any of its Subsidiaries(v) bonds, and in each case whether debentures, notes or not (x) subject to the Laws other indebtedness of the United StatesCompany having the right to vote (or convertible into, (yor exchangeable for, Equity Securities of the Company having the right to vote) in writing or (z) fundedon any matter on which the Company’s stockholders may vote.

Capitalization of the Company. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of (Ai) 100,000,000 Class A Shares20,637,620 shares of Company Common Stock, of which, as of the close of business on September 2, 2016 (the “Capitalization Date”), there were 12,364,416 Class A Shares which 5,013,352 shares are issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including 300,000 shares of Company RSAs), (BRestricted Stock issued and outstanding) 33,000,000 Class B Shares, of which, as of the close date of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury)this Agreement, and (Cii) 50,000,000 7,695,112 shares of preferred stockCompany Preferred Stock (of which (A) 2,231,248 shares are designated as Series Seed Preferred Stock, par value $0.0001 per share, all of which are issued and outstanding as of the Company date of this Agreement (the “Series Seed Preferred Stock”), (B) 495,417 shares are designated as Series Seed-2 Preferred Stock, par value $0.0001 per share, all of which, which are issued and outstanding as of the Capitalization Date, no shares date of this Agreement (the “Series Seed-2 Preferred Stock were issued and outstanding. (ii) As of the close of business on the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (A) ”employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISAStock”), but whether or not subject to ERISA, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment3,233,871 shares are designated as Series A Preferred Stock, consultingpar value $0.0001 per share, severanceall of which are issued and outstanding as of the date of this Agreement (the “Series A Preferred Stock”), change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) 790,500 shares are designated as Series A Plus Preferred Stock, par value $0.0001 per share, all of which are issued and outstanding as of the date of this Agreement (the “Series A Plus Preferred Stock”), (E) 778,839 shares are designated as Series B Preferred Stock, par value $0.0001 per share, all of which are issued and outstanding as of the date of this Agreement (the “Series B Preferred Stock”) and (F) 165,237 shares are designated as Series C Preferred Stock, par value $0.0001 per share, all of which are issued and outstanding as of the date of this Agreement (the “Series C Preferred Stock”)), and there are no other compensation or benefit planauthorized equity interests of the Company that are issued and outstanding. All of the issued and outstanding shares of Company Capital Stock (i) have been duly authorized and validly issued and are fully paid and non-assessable, program(ii) have been offered, policysold and issued in compliance in all material respects with applicable Law, agreementincluding federal and state securities Laws, scheme or arrangementand all requirements set forth in (A) the Governing Documents of the Company and (B) any other applicable Contracts governing the issuance of such securities, (iii) are not subject to, nor have they been issued in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Companyviolation of, any Subsidiary purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound, and (iv) are free and clear of any Liens, other than any restrictions under applicable securities laws or under the Company’s Governing Documents. (b) Section 4.6(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the outstanding Company Warrants. Such Company Warrants (i) have been duly authorized and validly issued and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective Affiliates terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, (ii) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (A) the Governing Documents of the Company and (B) any other applicable Contracts governing the issuance of such securities, (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (iv) are free and clear of any Liens, other than any restrictions under applicable securities laws or under the Company’s Governing Documents. (c) As of the date of this Agreement, (i) Company Options to purchase 1,041,926 shares of Company Common Stock and (ii) Company Restricted Stock Unit Awards covering 2,525,320 shares of Company Common Stock, are outstanding. There are 4,556,307 shares of Company Common Stock reserved for issuance under the Company Incentive Plan. (d) Except as otherwise set forth in this Section 4.6 or on Section 4.6(d) of the Company Disclosure Letter, the Company has not granted any outstanding subscriptions, options, stock appreciation rights, warrants, rights or other securities (including debt securities) convertible into or exchangeable or exercisable for shares of Company Capital Stock, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the benefit issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any shares of Company Capital Stock. (e) The Company has provided to Acquiror, prior to the date of this Agreement, a true and complete list of each current or former directoremployee, officer, employee consultant or independent contractor director of the Company or any of its Subsidiaries who, as of the date of this Agreement, holds a Company Award, including the type of Company Award, the number of shares of Company Common Stock comprised thereof or subject thereto, vesting schedule, expiration date and, if applicable, the exercise price thereof. All Company Options, shares of Company Restricted Stock and Company Restricted Stock Unit Awards are evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Company Option, shares of Company Restricted Stock or Company Restricted Stock Unit Award, is subject to material variations from those set forth in such forms. Each Company Option, each share of Company Restricted Stock and each Company Restricted Stock Unit Award, was validly granted or issued and properly approved by, the Board of Directors of the Company (each, a “Participant”), or between appropriate committee thereof) in accordance with the Company, any terms of its Subsidiaries or any the Company Incentive Plan. Each Company Option has been granted with an exercise price that is intended to be no less than the fair market value of their respective Affiliates, the underlying Company Common Stock on the one handdate of grant, and any Participant, on the other hand, or as determined in accordance with respect to which any potential liability, whether absolute or contingent, is borne by the Company or any of its Subsidiaries, and in each case whether or not (x) subject to the Laws Section 409A of the United StatesCode or Section 422 of the Code, (y) in writing if applicable. Each Company Option is intended to either qualify as an “incentive stock option” under Section 422 of the Code or (z) fundedto be exempt under Section 409A of the Code.

Capitalization of the Company. (ia) The As of the date of this Agreement, the authorized share capital stock of the Company consists of (Ai) 100,000,000 Class A Shares, of which, as of the close of business on September 2, 2016 (the “Capitalization Date”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of which, as of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 shares of preferred stock514,498,402 ordinary shares, par value $0.0001 €0.00002 per share, of the Company (“Preferred StockCompany Ordinary Shares”), of whichwhich 48,122,273 are outstanding, (ii) 100,000,000 Series A preference shares, par value €0.00002 per share, of the Company, of which 96,006,032 are outstanding and are convertible into Company Ordinary Shares on a 1:1 basis, (iii) 88,277,629 Series B preference shares, par value €0.00002 per share, of the Company, of which 77,129,071 are outstanding and are convertible into Company Ordinary Shares on a 1:1 basis, (iv) 110,735,514 Series C preference shares, par value €0.00002 per share, of the Company, of which 87,834,456 are outstanding and are convertible into Company Ordinary Shares on a 1:1 basis, and (v) 120,420,069 Series D preference shares, par value €0.00002 per share, of the Company, of which 120,420,069 are outstanding and are convertible into Company Ordinary Shares on a 1:1 basis. The foregoing represents all of the issued and outstanding shares of capital stock of the Company as of the Capitalization Date, no date of this Agreement. All of the issued shares of Preferred Stock were issued the Company have been duly authorized, are fully paid and outstandingnon-assessable and not in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Companies Law Cap 113 of the statute laws of the Republic of Cyprus, any other applicable Law, the Company’s Governing Documents or any Contract to which the Company is a party or by which the Company or its securities are bound. (iib) As of the close of business Except as set forth on the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (A) ”employee benefit plan” (as defined in Section 3(35.3(b) of the Employee Retirement Income Security Act of 1974Company Disclosure Schedules, as amendedneither the Company nor any Target Company currently has, and no Target Company has had, since its formation, any stock option or other equity incentive plans. Except as set forth on Section 5.3(b) of the rules Company Disclosure Schedules or as contemplated by the applicable Governing Documents, there are no, and regulations promulgated thereunder (“ERISA”)following the Reorganization will not be any, but whether options, warrants or not subject rights to ERISAsubscribe for or purchase any capital shares of the Company or securities convertible into or exchangeable for, andor that otherwise confer on the holder any right to acquire any capital shares of the Company or preemptive rights or rights of first refusal or first offer, for nor are there, nor following the avoidance of doubtReorganization will there be any, including any such plans referred Contracts, commitments, arrangements or restrictions to as schemes rather than plans in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by which the Company, any Subsidiary Target Company or, to the Knowledge of the Company, any of their respective Affiliates is a party or bound relating to any equity securities of the Company or any Target Company, whether or not outstanding. There are no, and following the Reorganization there will not be any, outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the Company or any Target Company. Except as set forth on Section 5.3(b) of their respective Affiliates for the benefit Company Disclosure Schedules, there are no, and following the Reorganization, there will not be any, voting trusts, proxies, shareholder agreements or any other written agreements or understandings with respect to the voting or transfer of any current Company Ordinary Shares or former directorany equity interests of the Target Companies. Except as set forth in the Company’s Governing Documents, officer, employee or independent contractor there are no outstanding contractual obligations of the Company or any of its Subsidiaries (eachTarget Company to repurchase, a “Participant”), redeem or between the Company, otherwise acquire any of its Subsidiaries equity interests or any of their respective Affiliatessecurities, on the one hand, and any Participant, on the other hand, or with respect to which any potential liability, whether absolute or contingent, is borne by nor has the Company or any Target Company granted any registration rights to any Person with respect to its equity securities. All of the issued and outstanding securities of the Company and each Target Company have been granted, offered, sold and issued in compliance with all applicable Laws in all material respects. Except as set forth on Section 5.3(b) of the Company Disclosure Schedules, as a result of the consummation of the transactions contemplated by this Agreement or the Reorganization, no equity interests of the Company or any Target Company are issuable and no rights in connection with any interests, warrants, rights, options or other securities of the Company or any Target Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise). (c) Except as set forth on Section 5.3(c) of the Company Disclosure Schedules, since January 1, 2018, neither the Company nor any Target Company has declared or paid any distribution or dividend in respect of its Subsidiariesequity interests nor has the Company nor any Target Company repurchased, redeemed or otherwise acquired any equity interests of the Company or any Target Company, and in each case the boards of directors (or similar governing body, as applicable) of the Company and the Target Companies have not authorized any of the foregoing. Except as set forth on Section 5.3(c) of the Company Disclosure Schedules, or as contemplated by the applicable Governing Documents, neither the Company nor any Target Company has any limitation, whether by Contract, Order or not (x) subject applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to the Laws Company or a Target Company, as applicable. (d) Following the Reorganization, the Company and the other equityholders of Dooboo as of immediately prior to the Reorganization (collectively, the “Legacy Dooboo Holders”) will own good, valid and marketable title to all of the United Statesissued and outstanding SPV Holdco Ordinary Shares, free and clear of any and all Liens (y) in writing other than those imposed by applicable securities Laws or (z) fundedSPV Holdco’s Governing Documents). Following the Reorganization, there will be no voting trusts, proxies, shareholder agreements or any other written agreements or understandings, to which the Legacy Dooboo Holders will be a party or by which the Legacy Dooboo Holders will be bound, with respect to the voting or transfer of any of the SPV Holdco Ordinary Shares other than this Agreement, SPV Holdco’s Governing Documents and the Shareholder Support Agreement.

Capitalization of the Company. (ia) The authorized capital stock of the Company consists of 276,348,750 shares of Company Common Stock and 175,248,447 shares of Company Preferred Stock (of which 2,978,723 shares are designated Company Series A Preferred Stock; 34,670,874 shares are designated Company Series B Preferred Stock; 108,176,641 shares are designated Company Series B-1 Preferred Stock; and 29,422,209 shares are designated Company Series C Preferred Stock. As of the date hereof, there were outstanding (A) 100,000,000 Class A Shares, 6,966,768 shares of which, as of the close of business on September 2, 2016 (the “Capitalization Date”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs)Common Stock, (B) 33,000,000 Class 2,978,723 shares of Company Series A Preferred Stock and 34,364,606 shares of Company Series B Shares, of which, as Preferred Stock. As of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 shares of preferred stock, par value $0.0001 per share, of the Company (“Preferred Stock”), of which, as of the Capitalization Datedate hereof, no shares of the Company Common Stock were held in Parent’s treasury. As of the date hereof, there were outstanding 26,981,607 Company Options, which if exercised in full would result in the issuance of 26,981,607 shares of the Company Common Stock, under the Company’s 2006 Stock Plan, and 8,326,285 additional shares of Common Stock authorized for issuance under the Company’s 2006 Stock Plan. Except as set forth in this Section 3.2(a), all of the issued and outstanding shares of Company Common Stock and Company Preferred Stock are duly authorized, validly issued, fully paid and non-assessable, and are not subject to and were not and will not be issued and outstandingin violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right. The Shares are owned of record as set forth on Section 3.2 of the Company Disclosure Schedules. (iib) As of the close of business on the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans Except as set forth in subsection (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (Aa) ”employee benefit plan” (as defined in above or Section 3(33.2(b) of the Employee Retirement Income Security Act Company Disclosure Schedules, there are (i) no shares of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), but whether capital stock or not subject to ERISA, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or other equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Subsidiary of the Company or any of their respective Affiliates for the benefit of any current or former director, officer, employee or independent contractor securities of the Company or any of its Subsidiaries authorized, issued, reserved for issuance or outstanding, (eachii) no authorized or issued and outstanding securities of the Company or any its Subsidiaries convertible into or exchangeable for, a “Participant”)at any time, or between equity securities of the Company, any of its Subsidiaries (iii) no contracts, options, warrants, call rights, puts, convertible securities, exchangeable securities, understandings or any of their respective Affiliates, on the one hand, and any Participant, on the other handarrangements, or with respect to which any potential liabilityoutstanding obligations, whether absolute written or contingentoral, is borne by of the Company or any of its Subsidiaries to issue, repurchase, redeem, sell, deliver or otherwise acquire or cause to be issued, repurchased, redeemed, sold, delivered or acquired, any capital stock of the Company or securities convertible into or exchangeable for any equity securities of or similar interest in the Company or (iv) no voting trusts, proxies or other arrangements among the Company’s stockholders with respect to the voting or transfers of Company Common Stock or Company Preferred Stock. There are no dividends or other distributions with respect to the Shares that have been declared but remain unpaid. None of the contracts, options, warrants, call rights, puts, convertible securities, exchangeable securities, understandings or arrangements or outstanding obligations listed on Section 3.2(b) of the Company Disclosure Schedules in response to clause (iii) of this section will continue to exist following the Effective Time. (c) The Company and its Subsidiaries do not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any equity or similar interest in any corporation, partnership, limited liability company, joint venture or other business association or entity other than a Company Subsidiary. Section 3.2(c) of the Company Disclosure Schedules sets forth the name, owner, jurisdiction of formation or organization (as applicable) and percentages of outstanding equity securities owned, directly or indirectly, by the Company and each of its Subsidiaries, and in with respect to each case whether corporation, partnership, limited liability company, joint venture or not (x) subject to other business association or entity of which the Laws Company or its Subsidiaries owns, directly or indirectly, any equity or equity-related securities. All outstanding equity securities of each Subsidiary of the United StatesCompany have been duly authorized and validly issued, are free and clear of any preemptive rights (yother than such rights as may be held by the Company), restrictions on transfer (other than restrictions under applicable federal, state and other securities Laws), or Liens (other than Permitted Liens) in writing and are 100% owned, beneficially and of record, by the Company or (z) fundeda Subsidiary of the Company.

Capitalization of the Company. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of (Ai) 100,000,000 Class A Shares31,000,000 shares of Company Common Stock, of whichwhich 7,962,604 are issued and outstanding, (ii) 400,000 shares of Company Series Seed Preferred Stock, all of which are issued and outstanding and are convertible into Company Common Stock on a one-to-one basis, (iii) 515,779 shares of Company Series Seed-1 Preferred Stock, all of which are issued and outstanding and are convertible into Company Common Stock on a one-to-one basis, (iv) 5,706,349 shares of Company Series A‑1 Preferred Stock, all of which are issued and outstanding and are convertible into Company Common Stock on a one-to-one basis, (v) 2,574,478 shares of Company Series A‑2 Preferred Stock, all of which are issued and outstanding and are convertible into Company Common Stock on a one-to-one basis, (vi) 2,713,324 shares of Company Series A‑3 Preferred Stock, of which 2,621,569 are issued and outstanding and are convertible into Company Common Stock on a one-to-one basis, and (vii) 5,131,673 shares of Company Series B Preferred Stock, of which 4,205,059 are issued and outstanding and are convertible into Company Common Stock on a one-to-one basis. The foregoing represents all of the issued and outstanding shares of capital stock of the Company as of the close date of business on September 2, 2016 (this Agreement. All of the “Capitalization Date”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of which, as of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 shares of preferred stock, par value $0.0001 per share, capital stock of the Company (“Preferred Stock”), of which, as of the Capitalization Date, no shares of Preferred Stock were w) have been duly authorized and validly issued and outstanding. are fully paid and non-assessable, (iix) As of the close of business on the Capitalization Datehave been offered, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each sold and issued in compliance with applicable Law, including Securities Laws, and all requirements set forth in (A) ”employee benefit plan” (as defined in Section 3(3) the Governing Documents of the Employee Retirement Income Security Act of 1974, as amended, Company and the rules and regulations promulgated thereunder (“ERISA”), but whether or not subject to ERISA, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangementany other applicable Contracts governing the issuance of such Equity Interests, (Cy) employmentare not subject to, consulting, severance, change nor have they been issued in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Companyviolation of, any Subsidiary purchase option, call option, right of first refusal, preemptive right, subscription right or similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound and (z) are free and clear of their respective Affiliates any Liens (other than Permitted Liens). (b) As of the date of this Agreement, Company Options to purchase 3,095,368 shares of Company Common Stock are outstanding, Company Restricted Stock Awards representing 316,272 unvested shares of Company Common Stock are outstanding, and Company Restricted Stock Unit awards representing a right to receive 1,850,285 shares of Company Common Stock are outstanding. The Company has provided Acquiror (i) true, correct and complete copies of all outstanding Company Awards and (ii) true and correct details regarding such Company Awards, including, for each Company Award, to the extent applicable: (i) the holder’s name; (ii) the grant date; (iii) the type of Company Award and the number of shares of Company Common Stock subject to such Company Award (including at the time of original grant and currently outstanding as of the date of this Agreement, the amount unvested, and the amount vested); (iv) the vesting schedule; (v) if applicable, the exercise price; and (vi) whether any Company Option has been exercised prior to vesting pursuant to an “early-exercise feature.” To the Company’s Knowledge, valid elections under Section 83(b) of the Code have been timely made with respect to any shares of Company Common Stock issued in respect of any Company Option that has been exercised prior to vesting pursuant to an “early-exercise feature” and any Company Restricted Stock Award. Each Company Award was validly issued and properly approved by the Board of Directors of the Company (or appropriate committee thereof). All Company Awards have been granted in accordance with the terms of the Company Incentive Plan. Each Company Option has been granted with an exercise price that is no less than the fair market value of the underlying shares of Company Common Stock on the date of grant, as determined in accordance with Section 409A of the Code or Section 422 of the Code, if applicable. Each Company Option is intended to either qualify as an “incentive stock option” under Section 422 of the Code or to otherwise be exempt under Section 409A of the Code. The Company has made available to Acquiror true, correct and complete copies of (A) the Company Incentive Plan, (B) the forms of standard award agreement under the Company Incentive Plan and (C) copies of any award agreements that materially deviate from such forms. The treatment of Company Awards under this Agreement does not violate the terms of the Company Incentive Plan or any Contract governing the terms of such awards. (c) As of the date of this Agreement, Company Warrants to purchase 1,001,231 shares of Company Common Stock and 32,405 Company Series A-3 Preferred Stock are outstanding. A true, correct and complete copy of each Company Warrant has been made available to Acquiror. Except for the benefit Company Awards, the Company Warrants and the Company Convertible Notes, the Company has not granted any Equity Interests of the Company, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any current character providing for the issuance of additional Equity Interests, the sale of Equity Interests, or former director, officer, employee for the repurchase or independent contractor redemption of Equity Interests of the Company or any the value of its Subsidiaries (each, a “Participant”), or between which is determined by reference to Equity Interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Equity Interests of its Subsidiaries or any the Company. (d) Section 5.6(d) of their respective Affiliatesthe Company Disclosure Letter sets forth, on as of the one handdate of this Agreement, and any Participant, on the other hand, or following information with respect to which any potential liability, whether absolute or contingent, is borne by the Company or Convertible Notes: (i) the name of each holder of any of its Subsidiariesthe Company Convertible Notes; (ii) the aggregate amount of principal and interest outstanding under each of the Company Convertible Notes as of the date of this Agreement; (iii) the interest rate applicable to each of the Company Convertible Notes; and (iv) the maturity date of each of the Company Convertible Notes. The Company has made available to Acquiror true, correct and in each case whether or not (x) complete copies of the Company Convertible Notes. All shares of Company Common Stock subject to issuance pursuant to the Laws of Company Convertible Notes, upon issuance on the United Statesterms and conditions specified therein, (y) in writing or (z) fundedwill be duly authorized, validly issued, fully paid and nonassessable.

Capitalization of the Company. (ia) The As of the date of this Agreement, the authorized capital stock equity interests of the Company consists of (Ax) 100,000,000 Class A Shares24,069,500 Common Units, of which, which 10,000,000 Common Units are issued and outstanding as of the close date of business on September 2this Agreement (“Company Common Units”), 2016 (y) 11,536,037 shares of Preferred Units (“Company Preferred Units”) (of which (i) 3,843,750 are designated as Series A Preferred Units, 3,843,750 of which are issued and outstanding as of the date of this Agreement (the “Capitalization DateCompany Series A Preferred Units”), there were 12,364,416 Class A Shares (ii) 2,272,727 are designated as Series B Preferred Units, 2,272,727 of which are issued and outstanding as of the date of this Agreement (the “Company Series B Preferred Units”), (iii) 3,515,352 are designated as Series C Preferred Units, 3,505,055 of which are issued and outstanding as of the date of this Agreement (the “Company Series C Preferred Units”), (iv) 1,904,208 designated as Series D Preferred Units, 1,898,069 of which are issued and outstanding as of the date of this Agreement (the “Company Series D Preferred Units”), and (z) 0 Incentive Units, of which 0 are issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including “Company RSAsIncentive Units”), (B) 33,000,000 Class B Shares, of which, as and there are no other authorized equity interests of the close Company that are issued and outstanding. All of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding Membership Units (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with no Class B Shares held in treasury)applicable Law, including federal and state securities Laws, and all requirements set forth in (Cx) 50,000,000 shares of preferred stock, par value $0.0001 per share, the Governing Documents of the Company and (“Preferred Stock”), y) any other applicable Contracts governing the issuance of which, as of the Capitalization Date, no shares of Preferred Stock were issued and outstanding. such securities; (iiiii) As of the close of business on the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (A) ”employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), but whether or are not subject to ERISAto, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans nor have they been issued in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Companyviolation of, any Subsidiary purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (iv) are free and clear of their respective Affiliates any Liens. (b) Except as otherwise set forth on Section (b) of the Member Disclosure Letter, the Company has not granted any outstanding subscriptions, options, stock appreciation rights, warrants, rights or other securities (including debt securities) convertible into or exchangeable or exercisable for shares of Company Common Units any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the benefit issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any current kind which may obligate the Company to issue, purchase, register for sale, redeem or former directorotherwise acquire any shares of Company Common Units. Section 4.5(b) of the Member Disclosure Letter separately identifies each Company Award. (c) As of the date of this Agreement, officer(i) Company Options to purchase 161,607 shares of Company Common Units are outstanding and (ii) Company UARs relating to 2,170,728 shares of Company Common Units are outstanding. The Company has provided to Acquiror, employee prior to the date of this Agreement, a true and complete list of each individual who, as of the date of this Agreement, holds a Company Award, including the number of shares of Company Common Unit subject thereto, vesting schedule and, if applicable, the exercise price or independent contractor strike price, as applicable, and expiration date thereof. All Company Awards are evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Company Award is subject to terms that are materially different from those set forth in such forms. Each Company Award was validly issued and properly approved by the Board of Directors of the Company (or appropriate committee thereof). No Company Option or Company UAR was granted, as applicable, with an exercise price or strike price per share that was less than the fair market value of a Company Common Unit on the grant date as determined in accordance with Section 409A of the Code. (d) As of the date of this Agreement, the Company Warrants are outstanding. The Company Warrants (i) have been duly authorized and validly issued and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) has been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of such securities; and (iii) is not subject to, nor has it been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (iv) is free and clear of any Liens. (e) Except for the Existing Credit Agreement and as set forth in Section 4.5(e) of the Member Disclosure Letter, the Company and its Subsidiaries have no outstanding Indebtedness (each, a “Participant”), or between guarantee thereof) nor do they have any commitment or obligation to incur or guarantee any Indebtedness. There are no off balance sheet financing arrangements to which the Company, any of Company and its Subsidiaries or any of their respective Affiliates, on the one hand, and any Participant, on the other hand, or with respect to which any potential liability, whether absolute or contingent, is borne by the Company or any of its Subsidiaries, and in each case whether or not (x) subject to the Laws of the United States, (y) in writing or (z) fundeda party.

Capitalization of the Company. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of (Ax) 100,000,000 Class A Shares253,953,194 shares of Company Common Stock, of which, which 63,436,467 shares are issued and outstanding as of the close date of business on September 2, 2016 (the “Capitalization Date”), there were 12,364,416 Class A Shares issued and outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of which, as of the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued and outstanding (with no Class B Shares held in treasury)this Agreement, and (Cy) 50,000,000 153,809,943 shares of preferred stockCompany Preferred Stock (of which (i) 10,220,000 shares are designated Series Seed Preferred Stock, par value $0.0001 0.00001 per share, all of which are issued and outstanding as of the Company date of this Agreement (the “Series Seed Preferred Stock”), (ii) 23,298,748 shares are designated Series A Preferred Stock, par value $0.00001 per share, all of which, which are issued and outstanding as of the Capitalization Datedate of this Agreement (the “Series A Preferred Stock”), (iii) 76,806,060 shares are designated Series B Preferred Stock, par value $0.00001 per share, 76,469,756 of which are issued and outstanding as of the date of this Agreement (the “Series B Preferred Stock”), and (iv) 43,485,135 shares are designated Series C Preferred Stock, par value $0.00001 per share, all of which are issued and outstanding as of the date of this Agreement (the “Series C Preferred Stock”)), and there are no shares other authorized equity interests of Preferred Stock were the Company that are issued and outstanding. . The Company has provided to Acquiror a true, correct and complete capitalization table of the Company as of the date hereof, including, for each holder of Company Capital Stock, the number and class or series of Company Capital Stock held by such holder. All of the issued and outstanding shares of Company Capital Stock (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) As have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the close Company and (2) any other applicable Contracts governing the issuance of business on the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans such securities; (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (Aiii) ”employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), but whether or are not subject to ERISAto, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans nor have they been issued in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Companyviolation of, any Subsidiary purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any of their respective Affiliates for the benefit of any current or former director, officer, employee or independent contractor of Contract to which the Company or any of its Subsidiaries is a party or otherwise bound; and (eachiv) are free and clear of any Liens. All shares of Company Common Stock are uncertificated, a book-entry shares. (b) As of the date of this Agreement, (x) warrants to purchase 474,388 shares of Company Common Stock are authorized, all of which are issued and outstanding as of the date of this Agreement (the “ParticipantCompany Common Warrants”), or between and (y) warrants to purchase 336,304 shares of Company Series B Preferred Stock, all of which are issued and outstanding as of the date of this Agreement (the “Company Preferred Warrants” and together with the Company Common Warrants, the “Company Warrants”). Section 4.6(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all holders of Company Warrants, including the number of shares of Company Capital Stock covered by such Company Warrant, the date of issuance, the cash exercise price per share of such Company Warrant and the applicable expiration date thereof. All outstanding Company Warrants (i) have been duly authorized and validly issued and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of its Subsidiaries such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of their respective Affiliatesany applicable Law, on the one hand, and Governing Documents of the Company or any Participant, on the other hand, or with respect Contract to which any potential liability, whether absolute or contingent, is borne by the Company or any of its SubsidiariesSubsidiaries is a party or otherwise bound; and (iv) are free and clear of any Liens. (c) As of the date of this Agreement, (i) 27,212,519 shares of Company Common Stock are issuable pursuant to outstanding Company Options, (ii) 0 shares of Company Common Stock are issuable pursuant to outstanding Restricted Stock Awards and (iii) 7,227,613 shares of Company Common Stock are available for future issuance pursuant to the Company Incentive Plan. Section 4.6(c) of the Company Disclosure Letter sets forth a true and complete list of each holder of a Company Award, including the type of Company Award, the number of shares of Company Common Stock subject thereto, vesting schedule, current vested and unvested status, any early-exercise features, the expiration date, and, if applicable, the exercise price thereof. All Company Options and Restricted Stock Awards are evidenced by award agreements in substantially the forms previously made available to Acquiror, and, except as set forth on Section 4.6(c) of the Company Disclosure Letter, no Company Option or Restricted Stock Award is subject to terms that are materially different from those set forth in such forms. Each Company Option and each Restricted Stock Award was validly issued and properly approved by the board of directors of the Company (or appropriate committee thereof), and in each case whether or not (x) subject with respect to the Laws Company Options, each grant was duly authorized no later than the date on which such grant was by its terms to be effective. (d) Section 4.6(d) of the United StatesCompany Disclosure Letter sets forth, as of the date of this Agreement, a true, correct and complete list of the Convertible Notes, including the (i) outstanding principal amount, (yii) accrued interest as of the date of this Agreement and (iii) calculation with respect to the number of shares of Company Common Stock into which each Convertible Note will convert. The Company has made available true, correct and complete copies of each Convertible Note. (e) Except as otherwise set forth in writing this Section 4.6 or on Sections 4.6(c) and 4.6(d) or with respect to any Excluded Financing, of the Company Disclosure Letter, the Company has not granted any outstanding subscriptions, options, stock appreciation rights, warrants, rights or other securities (zincluding debt securities) fundedconvertible into or exchangeable or exercisable for shares of Company Capital Stock, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares or registration rights with respect to any shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or other rights the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind that may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any shares of Company Capital Stock.

Capitalization of the Company. (a) As of the date of this Agreement, the Company has (i) The 140,000,000 authorized capital stock Company Ordinary Shares, 13,556,007 of which are issued and outstanding and (ii)(A) 10,994,000 authorized Preferred A Shares, 9,994,000 of which are issued and outstanding, (B) 1,709,850 authorized Preferred A-1 Shares, 1,709,850 of which are issued and outstanding, (C) 16,815,000 authorized Preferred B Shares, 16,811,112 of which are issued and outstanding, (D) 17,950,000 authorized Preferred C-1 Shares, 9,428,276 of which are issued and outstanding, (E) 3,925,000 authorized Preferred C-2 Shares, 1,750,967 of which are issued and outstanding, (F) 42,500,000 authorized Preferred D-1 Shares, 23,667,073 of which are issued and outstanding, (G) 7,000,000 authorized Preferred D-2 Shares, 5,600,870 of which are issued and outstanding, (H) 5,800,000 authorized Preferred D-3 Shares, 4,604,678 of which are issued and outstanding, (I) 3,200,000 authorized Preferred D-4 Shares, none of which are issued and outstanding, and (J) 9,600,000 authorized Preferred D-5 Shares, 5,973,528 of which are issued and outstanding. Section 4.3(a) of the Company consists of (A) 100,000,000 Class A Shares, of whichDisclosure Letter sets forth, as of the close date of business on September 2this Agreement, 2016 the name of each registered holder of Company Shares, including the number, class and series of Company Shares owned by each such Person. (b) Section 4.3(b) of the “Capitalization Date”)Company Disclosure Letter sets forth, there were 12,364,416 Class A Shares issued as of the date of this Agreement, (i) a true, correct and complete list of all holders of outstanding Company Options and outstanding Company Preferred Warrants, (excluding 3,599,626 Class A ii) (A) the number of Company Ordinary Shares held in treasury but including subject to each such Company RSAs)Option, (B) 33,000,000 Class B Sharesthe number of Company Preferred Shares subject to each such Company Preferred Warrant, the number of whichCompany Ordinary Shares issuable upon conversion of such issuable Company Preferred Shares (to the extent exercised prior to the Conversion) and the number of Company Ordinary Shares subject to each Company Preferred Warrant following the Conversion, as of (iii) the close of business on the Capitalization Date, there were 30,027,418 Class B Shares issued grant date and outstanding (with no Class B Shares held in treasury)exercise price for each such Company Option and Company Preferred Warrant, and (Civ) 50,000,000 the extent to which each such Company Option is vested. Each Company Option that has been granted to an employee in the United States has been granted in accordance with the Company Stock Plan with an exercise price per share (A) that is equal to or greater than the fair market value of the underlying shares on the date of preferred stockgrant or (B) was determined pursuant to the Code Section 409A safe- harbor for illiquid start-up companies pursuant to Treas. Reg. Section 1.409A-1(b)(5)(iv)(B)(2)(iii) or in accordance with Code Section 422(c)(1), par value $0.0001 per shareas applicable, and has a grant date identical to the date on which the Company Board or its compensation committee actually awarded the Company Option. (c) Except as contemplated by (i) the Current Company Articles, (ii) the Subscription Agreements, (iii) the Company Preferred Shares (including those issuable upon exercise of the Company (“Preferred Stock”Warrants), (iv) this Agreement, (v) any Company Options that are from time to time granted to any employees, consultants or directors of whichany Group Company pursuant to the Company Stock Plan, as (vi) the consummation of the Capitalization Date, no shares of Preferred Stock were issued and outstanding. Reclassification (ii) As including the issuance of the close Price Adjustment Rights pursuant thereto), (vii) a reservation of business on the Capitalization Date, there were 4,005,785 Class A Company Ordinary Shares reserved for future issuance issuances or purchase upon exercise of Company Options under the Benefit Plans Company Stock Plan and (exclusive viii) as disclosed on Section 4.3(b) of Class A Shares subject to the Company Options). “Benefit Plan” means each Disclosure Letter, (A) ”employee benefit plan” no subscription, warrant, option, convertible or exchangeable security, or other right (as defined in Section 3(3contingent or otherwise) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), but whether to purchase or not subject to ERISA, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or otherwise acquire equity or equity-based compensation plan, program, policy, agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Subsidiary of the Company or any of their respective Affiliates for the benefit of any current or former director, officer, employee or independent contractor securities of the Company or any of its Subsidiaries (each, a “Participant”), is authorized or between the Company, any of its Subsidiaries or any of their respective Affiliates, on the one handoutstanding, and any Participant, on the other hand, or with respect to which any potential liability, whether absolute or contingent, (B) there is borne no commitment by the Company or its Subsidiaries to issue shares, subscriptions, warrants, options, convertible or exchangeable securities, or other similar equity rights, to distribute to holders of their respective equity securities any evidence of indebtedness, to repurchase or redeem any securities of the Company or its SubsidiariesSubsidiaries (other than repurchases, redemptions or other acquisitions of any such capital stock or other equity security from directors, officers, employees or consultants in accordance with the terms of any equity incentive plan or such Person’s employment, grant, consulting or subscription agreement, in each case, in accordance with the Company’s Governing Documents and such plan or agreement, as in effect as of the date of this Agreement or modified after the date of this Agreement in accordance with this Agreement) or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security. There are no declared or accrued unpaid dividends with respect to any Company Ordinary Shares. (d) All issued and outstanding Company Shares are, and all Company Shares which become issued pursuant to the Reclassification and the exercise of Company Options prior to the Effective Time, when issued in accordance with the terms of the Company Options, respectively, will be, (i) duly authorized, validly issued, fully paid and non-assessable (in each case whether or case, to the extent that such concepts are applicable) and (ii) not (x) subject to any preemptive rights created by statute, the Laws Company’s Governing Documents or any Contract to which the Company is a party. All issued and outstanding Company Shares, Company Preferred Warrants and Company Options were issued in compliance with applicable Legal Requirements. Following the Conversion and Reclassification, there will be no outstanding Company Preferred Shares issued or issuable (whether pursuant to the exercise of Company Preferred Warrants or otherwise). (e) No outstanding Company Shares are subject to vesting or forfeiture rights or repurchase by a Group Company other than pursuant to the Company Stock Plan. There are no outstanding or authorized stock appreciation, dividend equivalent, phantom stock, profit participation or other similar rights issued by any Group Company. (f) All distributions, dividends, repurchases and redemptions (if any), in respect of the United Statesshare capital (or other equity interests) of the Company were undertaken in compliance with the Company’s Governing Documents then in effect, any agreement to which the Company then was a party and applicable Legal Requirements. (yg) Except as set forth in writing the Company’s Governing Documents, this Agreement, the Subscription Agreements, the Investors’ Rights Agreement, Prior Preferred Share Purchase Agreements, or any agreement granting equity or equity-based compensation awards, as well as the agreements set forth in Section 4.3(g) of the Company Disclosure Letter, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings, to which any Group Company is a party or by which any Group Company is bound with respect to any ownership interests of the applicable Group Company. (zh) fundedExcept as set forth in Section 4.3(h) of the Company Disclosure Letter and as provided for in this Agreement or the Subscription Agreements, as a result of the consummation of the Transactions, no shares of capital stock, warrants, options or other securities of any Group Company are issuable and no rights in connection with any shares, warrants, options or other securities of any Group Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise). (i) Except as set forth in Section 4.3(i) of the Company Disclosure Letter, as of the date of this Agreement, no Group Company has any indebtedness for borrowed money, other than to any other Group Company. Except as set forth in Section 4.3(i) of the Company Disclosure Letter, no Group Company has availed itself of any loan, grant or other payment from any Governmental Entity in connection with COVID-19, including any loans under the CARES Act or the Payment Protection Program. No Group Company has been notified that it is currently the subject of an audit, investigation or other inquiry by any Governmental Entity with respect to any loan, grant or other payment from any Governmental Entity in connection with COVID-19, including any loans under the CARES Act or the Payment Protection Program, and any and all such loan or loans made to a Group Company under the CARES Act or the Payment Protection Program has been forgiven.

Capitalization of the Company. (a) As of the date of this Agreement, the authorized share capital of the Company is $50,000 divided into 10,000,000,000 shares of $0.000005 par value each, comprised of (x) 9,923,950,082 ordinary shares of the Company, par value of $0.000005 each, of which 198,035,714 ordinary shares are issued and outstanding as of the date of this Agreement and (y) 76,049,918 Preferred Shares, of which (i) The authorized capital stock 5,043,104 shares are designated Series Angel Preferred Shares, all of which are issued and outstanding as of the date of this Agreement, (ii) 24,464,286 shares are designated Series A Preferred Shares, all of which are issued and outstanding as of the date of this Agreement, (iii) 24,612,081 shares are designated Series A+ Preferred Shares, all of which are issued and outstanding as of the date of this Agreement, (iv) 7,164,480 shares are designated Series A++ Preferred Shares, all of which is issued and outstanding as of the date of this Agreement, and (v) 14,765,967 shares are designated Series B Preferred Shares, all of which are issued and outstanding as of the date of this Agreement. (b) Set forth in Section 3.3(b) of the Company consists Disclosure Letter is a true and correct list of each holder of Company Shares and the number of Company Shares held by each such holder as of the date hereof. Except as set forth in Section 3.3(b) of the Company Disclosure Letter, there are no other shares of the Company issued or outstanding as of the date of this Agreement. All of the issued and outstanding Company Shares (Aw) 100,000,000 Class A have been duly authorized and validly issued and allotted and are fully paid and non-assessable; (x) have been offered, sold and issued by the Company in compliance with applicable Law, including the Cayman Act, U.S. federal and state securities Laws, and all requirements set forth in (1) the Company Charter and (2) any other applicable Contracts governing the issuance or allotment of such securities to which the Company is a party or otherwise bound; and (y) are not subject to, nor have they been issued in violation of, any Encumbrance, purchase option, call option, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, the Company Charter, the Investors Rights Agreement or any other Contract, in any such case to which the Company is a party or otherwise bound. 35 (c) Except as otherwise set forth in this Section 3.3 or on Section 3.3(c) of the Company Disclosure Letter or as contemplated by this Agreement or the other Transaction Documents, there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) exercisable or exchangeable for Company Shares, any other commitments, calls, conversion rights, rights of whichexchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other Equity Securities of the Company, or for the repurchase or redemption by the Company of shares or other Equity Securities of the Company or the value of which is determined by reference to shares or other Equity Securities of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Shares or other Equity Securities of the Company. (d) The Company shall have provided to SPAC a true, correct and anonymized list of each individual who, as of the close date of business on September 2this Agreement, 2016 (holds Company Options, and the “Capitalization Date”)grant date, there were 12,364,416 Class A Shares issued the number of Company Options granted and the number of Company options vested thereof as of April 30, 2022. All Company Options outstanding (excluding 3,599,626 Class A Shares held in treasury but including Company RSAs), (B) 33,000,000 Class B Shares, of which, as of the close date of business on this Agreement were granted pursuant to the Capitalization Date, there were 30,027,418 Class B Shares issued ESOP and outstanding (with no Class B Shares held in treasury), and (C) 50,000,000 shares of preferred stock, par value $0.0001 per share, of the Company (“Preferred Stock”), of which, as of the Capitalization Date, no shares of Preferred Stock were issued and outstanding. (ii) As of the close of business on the Capitalization Date, there were 4,005,785 Class A Shares reserved for future issuance under the Benefit Plans (exclusive of Class A Shares subject to Company Options). “Benefit Plan” means each (A) ”employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), but whether or not subject to ERISA, and, for the avoidance of doubt, including any such plans referred to as schemes rather than plans in any non-U.S. jurisdiction), (B) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy, an option award agreement, scheme or arrangement, (C) employment, consulting, severance, change in control, retention or termination plan, program, policy, agreement, scheme or arrangement or (D) other compensation or benefit plan, program, policy, agreement, scheme or arrangement, in each case, sponsored, maintained, contributed in substantially the forms previously made available to or required to be maintained or contributed to by the Company, any Subsidiary of the Company or any of their respective Affiliates for the benefit of any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries (each, a “Participant”), or between the Company, any of its Subsidiaries or any of their respective Affiliates, on the one hand, and any Participant, on the other hand, or with respect to which any potential liability, whether absolute or contingent, is borne by the Company or any of its Subsidiaries, and in each case whether or not (x) subject to the Laws of the United States, (y) in writing or (z) fundedSPAC.