Common use of Capitalization of the Group Companies Clause in Contracts

Capitalization of the Group Companies. (a) Except for any changes to the extent permitted by, or resulting from, the issuance, grant, transfer or disposition of Equity Securities of the Company in compliance with Section 5.1(b)(v), Section 3.2(a) of the Company Disclosure Schedules sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of the Company issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, (iii) with respect to each Company Option, (A) the date of grant, (B) any applicable exercise (or similar) price, (C) any applicable expiration (or similar) date, (D) any applicable vesting schedule (including acceleration provisions), and (E) whether such Company Option is an Incentive Stock Option, (iv) with respect to each Company Warrant, (A) the date of grant, (B) any applicable exercise (or similar) price, (C) any applicable expiration (or similar) date, and (D) whether such Company Warrant is subject to a vesting schedule (including acceleration provisions), and (v) with respect to each Company Convertible Note, (A) the date of issuance, (B) any applicable exercise, conversion (or similar) price and (C) the maturity date. All of the Company Shares (including each Company Share issued or issuable in connection with the or as a result of the Company Convertible Notes Conversion or the Company Preferred Shares Conversion, after giving effect thereto) have been, are and at the Closing will be, duly authorized, validly issued and outstanding, and fully paid and non-assessable and, except for the Equity Securities set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted as permitted by or in accordance with Section 5.1(b)(v) or Section 5.20, there are no other Company Shares, no other capital stock, nor other Equity Securities (including convertible notes) of the Company outstanding. The Equity Securities of the Company (including each Equity Security of the Company issued or issuable in connection with the or as a result of the Company Convertible Notes Conversion or the Company Preferred Shares Conversion, after giving effect thereto) (1) were not, and at Closing will not have been, issued in violation of the Governing Documents of the Company or any other Contract to which the Company or any of its Affiliates is party to or bound by (including, for the avoidance of doubt, any Company Shareholders Agreement) in any material respect and (2) have been, and at Closing will have been, offered, sold and issued in compliance in all material respects with applicable Law, including Securities Laws and the Code. Except for the Company Options, Company Warrants, Company Convertible Notes 2023 Bridge Financing Notes and 2024 Bridge Financing Note set forth on Section 3.2(a) of the Company Disclosure Schedules and those either permitted by Section 3.2(a) or issued, granted or entered into in accordance with Section 5.1(b)(v) or Section 5.20, the Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, restricted stock units, equity or equity based rights, convertible notes or other convertible instruments, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts (other than the Company Shareholders Agreements) that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Company.

Capitalization of the Group Companies. (a) Except for any changes to the extent permitted by, or resulting from, the issuance, grant, transfer or disposition of Equity Securities of the Company in compliance with Section 5.1(b)(v), Section 3.2(a) of the Company Disclosure Schedules sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all of the Equity Securities of the Company issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, (iii) with respect to each Company Option, (A) the date of grant, (B) any applicable the exercise (or similar) price, (C) any applicable the expiration (or similar) date, (D) any applicable vesting schedule (including acceleration provisions), and (E) whether such the number of Company Shares subject to the Company Option is an Incentive Stock Optionon the date of grant, and (F) the number of Company Shares subject to the Company Option as of the date of this Agreement, (iv) with respect to each Company Warrant, (A) the date of grantissuance, (B) any applicable exercise (or similar) price, (C) any applicable the expiration (or similar) date, and (D) whether such Company Warrant is subject to a any applicable vesting schedule (including acceleration provisions), (E) the number of Company Shares subject to the Company Warrant on the date of issuance, and (F) the number of Company Shares subject to the Company Warrant as of the date of this Agreement, (v) with respect to each Company Convertible Noteconvertible promissory note of the Company, (A) the date of issuance, (B) any applicable exerciseconversion price, conversion (or similar) price and (C) the maturity date, and (D) the number of Company Shares issuable upon conversion of such convertible promissory note, and (vi) with respect to each Restricted Share, (A) the date of grant, (B) any applicable vesting schedule (including acceleration provisions), and (C) whether the recipient has made an election under Section 83(b) of the Code. All of the Company Shares (including each Company Share issued or issuable in connection with the or as a result Equity Securities of the Company Convertible Notes Conversion or have been duly authorized and validly issued. All of the outstanding Company Preferred Shares Conversion, after giving effect thereto) have been, are and at the Closing will be, duly authorized, validly issued and outstanding, and fully paid and non-assessable and, except for the Equity Securities set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted as permitted by or in accordance with Section 5.1(b)(v) or Section 5.20, there are no other Company Shares, no other capital stock, nor other Equity Securities (including convertible notes) of the Company outstandingassessable. The Equity Securities of the Company (including each Equity Security of the Company issued or issuable in connection with the or as a result of the Company Convertible Notes Conversion or the Company Preferred Shares Conversion, after giving effect thereto) (1) were not, and at Closing will not have been, issued in violation of the Governing Documents of the Company or any other Contract to which the Company or any of its Affiliates is party to or bound by (includingbound, for the avoidance of doubt, any Company Shareholders Agreement) in any material respect and (2) have beenwere not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person, and at Closing will (3) have been, been offered, sold and issued in material compliance in all material respects with applicable Law, including Securities Laws and the CodeLaws. Except for the Company Options, Options and Company Warrants, Company Convertible Notes 2023 Bridge Financing Notes and 2024 Bridge Financing Note Warrants set forth on Section 3.2(a) of the Company Disclosure Schedules and those or the Company Options either permitted by Section 3.2(a5.1(b) or issued, granted or entered into in accordance with Section 5.1(b)(v) or Section 5.205.1(b), the Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights rights, or (y) options, restricted stock, restricted stock units, equity or equity based rights, convertible notes or other convertible instruments, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts (other than the Company Shareholders Agreements) that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Company.

Capitalization of the Group Companies. (a) Except The authorized capital shares of the Company consists of (i) 909,000,000 Company Common Shares of which 98,868,774 shares are issued and outstanding as of the Original Agreement Date, (ii) 11,000,000 Company Class B Shares of which 4,845,984 shares are issued and outstanding as of the Original Agreement Date, (iii) no Company Class C Shares of which no shares are issued and outstanding as of the Original Agreement Date, (iv) 500 Series A Preferred Shares, of which 500 are issued and outstanding as of the Original Agreement Date and (v) 300 Series B Preferred Shares, of which 300 are issued and outstanding as of the Original Agreement Date. As of the Original Agreement Date, (i) no Company Common Shares, no Company Class B Shares and no Company Class C Shares are held in the Company’s treasury and (ii) 6,500,000 Company Common Shares are available for any changes issuance under the Company Incentive Plan, of which 2,928,866 Company Common Shares are subject to Company Options that have been granted under the Company Incentive Plan and 2,816,793 Company Common Shares are subject to Company RSUs that have been granted under the Company Incentive Plan. Schedule 4.2(a) sets forth a complete and correct list as of the Original Agreement Date of (i) each outstanding Company Option and Company RSU and (ii) each outstanding Company Warrant, including, as applicable, the holder, date of grant or issue, exercise price (to the extent permitted byapplicable), or resulting fromvesting schedule and number and class of Company Capital Shares subject thereto. All of the outstanding Company Capital Shares are, and all Company Capital Shares that may be issued pursuant to any Company Employee Benefit Plan will be, when issued in accordance with the issuancerespective terms thereof, grantduly authorized, transfer or disposition of Equity Securities of validly issued, fully paid and nonassessable and have been offered, issued, sold and delivered by the Company in compliance with all applicable securities Laws. Except as set forth above in this Section 5.1(b)(v4.2(a), Section 3.2(a) and as set forth in Schedule 4.2(b), as of the Company Disclosure Schedules sets forth a true and complete statement of Original Agreement Date, there are no outstanding (i) the number and class or series (as applicable) of all equity securities of the Equity Securities of the Company issued and outstandingCompany, (ii) the identity securities of the Persons that are Company convertible into or exchangeable for, at any time, equity securities of the record and beneficial owners thereofCompany, (iii) with respect to each bonds, debentures, notes or other indebtedness having voting rights in the Company Option, (A) the date of grant, (B) any applicable exercise (or similar) price, (C) any applicable expiration (or similar) date, (D) any applicable vesting schedule (including acceleration provisions), and (E) whether such Company Option is an Incentive Stock Option, (iv) with respect options or other rights to each Company Warrant, (A) the date of grant, (B) any applicable exercise (or similar) price, (C) any applicable expiration (or similar) date, and (D) whether such Company Warrant is subject to a vesting schedule (including acceleration provisions), and (v) with respect to each Company Convertible Note, (A) the date of issuance, (B) any applicable exercise, conversion (or similar) price and (C) the maturity date. All of the Company Shares (including each Company Share issued or issuable in connection with the or as a result of the Company Convertible Notes Conversion or the Company Preferred Shares Conversion, after giving effect thereto) have been, are and at the Closing will be, duly authorized, validly issued and outstanding, and fully paid and non-assessable and, except for the Equity Securities set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted as permitted by or in accordance with Section 5.1(b)(v) or Section 5.20, there are no other Company Shares, no other capital stock, nor other Equity Securities (including convertible notes) of the Company outstanding. The Equity Securities of the Company (including each Equity Security of the Company issued or issuable in connection with the or as a result of the Company Convertible Notes Conversion or the Company Preferred Shares Conversion, after giving effect thereto) (1) were not, and at Closing will not have been, issued in violation of the Governing Documents of acquire from the Company or any other Contract to which the Company or any obligations of its Affiliates is party to or bound by (including, for the avoidance of doubt, any Company Shareholders Agreement) in any material respect and (2) have been, and at Closing will have been, offered, sold and issued in compliance in all material respects with applicable Law, including Securities Laws and the Code. Except for the Company Options, Company Warrants, Company Convertible Notes 2023 Bridge Financing Notes and 2024 Bridge Financing Note set forth on Section 3.2(a) of the Company Disclosure Schedules and those either permitted by Section 3.2(a) or issued, granted or entered into in accordance with Section 5.1(b)(v) or Section 5.20, the Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, restricted stock units, equity or equity based rights, convertible notes or other convertible instruments, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts (other than the Company Shareholders Agreements) that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities equity securities or securities convertible into or exchangeable for Equity Securities equity securities of the Company. Except as set forth in Schedule 4.2(a), no Group Company is subject to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, any Group Company.

Capitalization of the Group Companies. (a) Except for any changes to the extent permitted by, or resulting from, the issuance, grant, transfer or disposition of Equity Securities of the Company in compliance with Section 5.1(b)(v), Section 3.2(a) of the Company Disclosure Schedules sets forth a true and complete statement as of March 8, 2023 of (i) the number and class or series (as applicable) of all of the Equity Securities of the Company authorized, issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, (iii) with respect to each Company Option, (A) the date of grant, (B) any applicable exercise (or similar) price, (C) any applicable the expiration (or similar) date, (D) any applicable vesting schedule (including acceleration provisions), and (E) whether such the number of Company Option is an Incentive Stock OptionShares subject to Company Options on the date of grant, and (F) the number of Company Shares subject to Company Options as of the date of this Agreement and (iv) with respect to each Company Warrant, (A) the date of grant, (B) any applicable exercise (or similar) price, (C) any applicable the expiration (or similar) date, and (D) whether such Company Warrant is subject to a any applicable vesting schedule (including acceleration provisions), and (vE) with respect the number of Company Shares subject to each the Company Convertible Note, (A) Warrant on the date of issuancegrant, (B) any applicable exercise, conversion (or similar) price and (CF) the maturity datenumber of Company Shares subject to the Company Warrant as of the date of this Agreement. All of the Company Shares (including each Company Share issued or issuable in connection with the or as a result Equity Securities of the Company Convertible Notes Conversion or have been duly authorized and validly issued. All of the outstanding Company Preferred Shares Conversion, after giving effect thereto) have been, are and at the Closing will be, duly authorized, validly issued and outstanding, and fully paid and non-assessable and, except for the Equity Securities set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted as permitted by or in accordance with Section 5.1(b)(v) or Section 5.20, there are no other Company Shares, no other capital stock, nor other Equity Securities (including convertible notes) of the Company outstandingassessable. The Equity Securities of the Company (including each Equity Security of the Company issued or issuable in connection with the or as a result of the Company Convertible Notes Conversion or the Company Preferred Shares Conversion, after giving effect thereto) (1) were not, and at Closing will not have been, issued in violation of the Governing Documents of the Company or any other Contract to which the Company or any of its Affiliates is party to or bound by (includingbound, for the avoidance of doubt, any Company Shareholders Agreement) in any material respect and (2) have beenwere not issued in violation of, and at Closing will are not subject to, any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person and (3) have been, been offered, sold and issued in material compliance in all material respects with applicable Law, including Securities Laws and Laws. Since March 8, 2023, the CodeCompany has not issued any Equity Securities, except in connection with the exercise of Company Options in accordance with the terms thereof. Except for the Company Options, Options and Company Warrants, Company Convertible Notes 2023 Bridge Financing Notes and 2024 Bridge Financing Note Warrants set forth on Section 3.2(a) of the Company Disclosure Schedules and those either permitted by Section 3.2(a) or issued, granted or entered into in accordance with Section 5.1(b)(v) or Section 5.20Schedules, the Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, restricted stock units, equity or equity based rights, convertible notes or other convertible instruments, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts (other than the Company Shareholders Agreements) that could require or would require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Company. The Company has no Company Shares reserved for issuance, except for three thousand (3,000) Company Shares reserved for issuance pursuant to the Company Equity Plan, of which not more than two thousand four hundred sixty-two (2,462) are subject to outstanding options, and five thousand (5,000) Company Shares reserved for issuance pursuant to Company Warrants. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.

Capitalization of the Group Companies. (a) Except for any changes to the extent permitted by, or resulting from, the issuance, grant, transfer or disposition of Equity Securities of the Company in compliance with Section 5.1(b)(v), Section 3.2(a4.2(a) of the Company Disclosure Schedules sets forth a true and complete statement as of September 6, 2022 of (i) the number and class or series (as applicable) of all of the Equity Securities of the Company authorized, issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, (iii) with respect to each Company Option, (A) the date of grant, (B) any applicable exercise (or similar) price, (C) any applicable the expiration (or similar) date, (D) any applicable vesting schedule (including acceleration provisions), and (E) whether such the number of Company Option is an Incentive Stock OptionShares subject to Company Options on the date of grant, and (F) the number of Company Shares subject to Company Options as of the date of this Agreement and (iv) with respect to each Company Warrant, (A) the date of grant, (B) any applicable exercise (or similar) price, (C) any applicable the expiration (or similar) date, and (D) whether such Company Warrant is subject to a any applicable vesting schedule (including acceleration provisions), and (vE) with respect the number of Company Shares subject to each the Company Convertible Note, (A) Warrant on the date of issuancegrant, (B) any applicable exercise, conversion (or similar) price and (CF) the maturity datenumber of Company Shares subject to the Company Warrant as of the date of this Agreement. All of the Company Shares (including each Company Share issued or issuable in connection with the or as a result Equity Securities of the Company Convertible Notes Conversion or have been duly authorized and validly issued. All of the outstanding Company Preferred Shares Conversion, after giving effect thereto) have been, are and at the Closing will be, duly authorized, validly issued and outstanding, and fully paid and non-assessable and, except for the Equity Securities set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted as permitted by or in accordance with Section 5.1(b)(v) or Section 5.20, there are no other Company Shares, no other capital stock, nor other Equity Securities (including convertible notes) of the Company outstandingassessable. The Equity Securities of the Company (including each Equity Security of the Company issued or issuable in connection with the or as a result of the Company Convertible Notes Conversion or the Company Preferred Shares Conversion, after giving effect thereto) (1) were not, and at Closing will not have been, issued in violation of the Governing Documents of the Company or any other Contract to which the Company or any of its Affiliates is party to or bound by (includingbound, for the avoidance of doubt, any Company Shareholders Agreement) in any material respect and (2) have beenwere not issued in violation of, and at Closing will are not subject to, any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person and (3) have been, been offered, sold and issued in material compliance in all material respects with applicable Law, including Securities Laws and Laws. Since September 6, 2022, the CodeCompany has not issued any Equity Securities, except in connection with the exercise of Company Options in accordance with the terms thereof. Except for the Company Options, Options and Company Warrants, Company Convertible Notes 2023 Bridge Financing Notes and 2024 Bridge Financing Note Warrants set forth on Section 3.2(a4.2(a) of the Company Disclosure Schedules and those either permitted by Section 3.2(a) or issued, granted or entered into in accordance with Section 5.1(b)(v) or Section 5.20Schedules, the Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, restricted stock units, equity or equity based rights, convertible notes or other convertible instruments, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts (other than the Company Shareholders Agreements) that could require or would require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Company. The Company has no Company Shares reserved for issuance, except for three thousand (3,000) Company Shares reserved for issuance pursuant to the Company Equity Plan, of which not more than two thousand four hundred sixty-two (2,462) are subject to outstanding options, and five thousand (5,000) Company Shares reserved for issuance pursuant to Company Warrants. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.

Capitalization of the Group Companies. (a) Except The authorized capital shares of the Company consists of (i) 909,000,000 Company Common Shares of which 98,868,774 shares are issued and outstanding as of the date hereof, (ii) 11,000,000 Company Class B Shares of which 4,845,984 shares are issued and outstanding as of the date hereof, (iii) no Company Class C Shares of which no shares are issued and outstanding as of the date hereof, (iv) 500 Series A Preferred Shares, of which 500 are issued and outstanding as of the date hereof and (v) 300 Series B Preferred Shares, of which 300 are issued and outstanding as of the date hereof. As of the date hereof, (i) no Company Common Shares, no Company Class B Shares and no Company Class C Shares are held in the Company’s treasury and (ii) 6,500,000 Company Common Shares are available for any changes issuance under the Company Incentive Plan, of which 2,928,866 Company Common Shares are subject to Company Options that have been granted under the Company Incentive Plan and 2,816,793 Company Common Shares are subject to Company RSUs that have been granted under the Company Incentive Plan. Schedule 4.2(a) sets forth a complete and correct list as of the date hereof of (i) each outstanding Company Option and Company RSU and (ii) each outstanding Company Warrant, including, as applicable, the holder, date of grant or issue, exercise price (to the extent permitted byapplicable), or resulting fromvesting schedule and number and class of Company Capital Shares subject thereto. All of the outstanding Company Capital Shares are, and all Company Capital Shares that may be issued pursuant to any Company Employee Benefit Plan will be, when issued in accordance with the issuancerespective terms thereof, grantduly authorized, transfer or disposition of Equity Securities of validly issued, fully paid and nonassessable and have been offered, issued, sold and delivered by the Company in compliance with all applicable securities Laws. Except as set forth above in this Section 5.1(b)(v4.2(a), Section 3.2(a) and as set forth in Schedule 4.2(b), as of the Company Disclosure Schedules sets forth a true and complete statement of date hereof, there are no outstanding (i) the number and class or series (as applicable) of all equity securities of the Equity Securities of the Company issued and outstandingCompany, (ii) the identity securities of the Persons that are Company convertible into or exchangeable for, at any time, equity securities of the record and beneficial owners thereofCompany, (iii) with respect to each bonds, debentures, notes or other indebtedness having voting rights in the Company Option, (A) the date of grant, (B) any applicable exercise (or similar) price, (C) any applicable expiration (or similar) date, (D) any applicable vesting schedule (including acceleration provisions), and (E) whether such Company Option is an Incentive Stock Option, (iv) with respect options or other rights to each Company Warrant, (A) the date of grant, (B) any applicable exercise (or similar) price, (C) any applicable expiration (or similar) date, and (D) whether such Company Warrant is subject to a vesting schedule (including acceleration provisions), and (v) with respect to each Company Convertible Note, (A) the date of issuance, (B) any applicable exercise, conversion (or similar) price and (C) the maturity date. All of the Company Shares (including each Company Share issued or issuable in connection with the or as a result of the Company Convertible Notes Conversion or the Company Preferred Shares Conversion, after giving effect thereto) have been, are and at the Closing will be, duly authorized, validly issued and outstanding, and fully paid and non-assessable and, except for the Equity Securities set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted as permitted by or in accordance with Section 5.1(b)(v) or Section 5.20, there are no other Company Shares, no other capital stock, nor other Equity Securities (including convertible notes) of the Company outstanding. The Equity Securities of the Company (including each Equity Security of the Company issued or issuable in connection with the or as a result of the Company Convertible Notes Conversion or the Company Preferred Shares Conversion, after giving effect thereto) (1) were not, and at Closing will not have been, issued in violation of the Governing Documents of acquire from the Company or any other Contract to which the Company or any obligations of its Affiliates is party to or bound by (including, for the avoidance of doubt, any Company Shareholders Agreement) in any material respect and (2) have been, and at Closing will have been, offered, sold and issued in compliance in all material respects with applicable Law, including Securities Laws and the Code. Except for the Company Options, Company Warrants, Company Convertible Notes 2023 Bridge Financing Notes and 2024 Bridge Financing Note set forth on Section 3.2(a) of the Company Disclosure Schedules and those either permitted by Section 3.2(a) or issued, granted or entered into in accordance with Section 5.1(b)(v) or Section 5.20, the Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, restricted stock units, equity or equity based rights, convertible notes or other convertible instruments, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts (other than the Company Shareholders Agreements) that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities equity securities or securities convertible into or exchangeable for Equity Securities equity securities of the Company. Except as set forth in Schedule 4.2(a), no Group Company is subject to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, any Group Company.

Capitalization of the Group Companies. (a) Except for any changes to the extent permitted by, or resulting from, the issuance, grant, transfer or disposition of Equity Securities of the Company in compliance with Section 5.1(b)(v), Section 3.2(a) of the Company Disclosure Schedules sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all of the Equity Securities of the Company issued and outstanding, (ii) in the case of each share of Company Preferred Stock, the applicable conversion ratio thereof, (iii) the identity of the Persons that are the record and beneficial owners thereof, (iiiiv) with respect to each Company OptionWarrant, the date of issuance, applicable warrant agreement, applicable exercise terms and expiration date and (v) with respect to each Company Option and each award of Company Restricted Stock, (A) the date of grant, (B) any applicable exercise (or similar) pricethe identity of the holder thereof, (C) any the applicable exercise price, (D) the expiration (or similar) date, (DE) any applicable vesting schedule (including acceleration any accelerated vesting provisions), and (EF) whether such Company Option is intended to qualify as an Incentive Stock Option, (iv) with respect to each Company Warrant, (A) “incentive stock option” within the date meaning of grant, (B) any applicable exercise (or similar) price, (C) any applicable expiration (or similar) date, Section 422 of the Code and (DG) whether the holder of such Company Warrant is subject to Restricted Stock has provided the Company a vesting schedule (including acceleration provisions), and (vcopy of a timely election under Section 83(b) with respect to each Company Convertible Note, (A) of the date of issuance, (B) any applicable exercise, conversion (or similar) price and (C) the maturity dateCode. All of the Company Shares (including each Company Share issued or issuable in connection with the or as a result Equity Securities of the Company Convertible Notes Conversion or have been duly authorized and validly issued. All of the outstanding shares of Company Preferred Shares ConversionStock are validly issued, after giving effect thereto) have been, are and at the Closing will be, duly authorized, validly issued and outstanding, and fully paid and non-assessable and, except for the Equity Securities set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted as permitted by or in accordance with Section 5.1(b)(v) or Section 5.20, there are no other Company Shares, no other capital stock, nor other Equity Securities (including convertible notes) of the Company outstandingassessable. The Equity Securities of the Company (including each Equity Security of the Company issued or issuable in connection with the or as a result of the Company Convertible Notes Conversion or the Company Preferred Shares Conversion, after giving effect thereto) (1) were not, and at Closing will not have been, issued in violation of the Governing Documents of the Company or any other Contract to which the Company or any of its Affiliates is party to or bound by (includingbound, for the avoidance of doubt, any Company Shareholders Agreement) in any material respect and (2) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person and (3) have been, and at Closing will have been, been offered, sold and issued in compliance in all material respects with applicable Law, including Securities Laws and the CodeLaws. Except for the Company Options, Company Warrants, Restricted Stock and Company Convertible Notes 2023 Bridge Financing Notes and 2024 Bridge Financing Note Warrants set forth on Section 3.2(a) of the Company Disclosure Schedules and those either permitted by Section 3.2(a) or issued, granted or entered into in accordance with Section 5.1(b)(v) or Section 5.20Schedules, the Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, restricted stock units, equity or equity based rights, convertible notes or other convertible instruments, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts (other than the Company Shareholders Agreements) that could require the Company to issue, sell or otherwise cause to become outstanding outstanding, or to acquire, repurchase or redeem redeem, any Equity Securities of the Company or securities convertible into or exchangeable for Equity Securities of the Company, or make any payment based on the value of any Equity Securities of the Company. No Company Option has been granted with a per share exercise price that is less than the fair market value of a share of Company Common Stock on the TABLE OF CONTENTS date such Company Option was granted as determined in accordance with Section 409A of the Code or Section 422 of the Code, if applicable. Each Company Option was granted in all material respects in accordance with the terms of the Company Equity Plan and applicable Laws. Each Company Option qualifies for the tax and accounting treatment afforded to such Company Option in the Company’s Tax Returns and Financial Statements, respectively.

Capitalization of the Group Companies. (a) Except for any changes to the extent permitted by, or resulting from, the issuance, grant, transfer or disposition of Equity Securities of the Company in compliance with Section 5.1(b)(v), Section 3.2(a) of the Company Disclosure Schedules sets forth a true and complete statement as of the date of this Agreement of (i) the number and class or series (as applicable) of all of the Equity Securities of the Company issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, (iii) with respect to each Company Option, (A) the date of grant, (B) any applicable the exercise (or similar) price, (C) any applicable the expiration (or similar) date, (D) any applicable vesting schedule (including acceleration provisions), and (E) whether such the number of Company Shares subject to the Company Option is an Incentive Stock Optionon the date of grant, and (F) the number of Company Shares subject to the Company Option as of the date of this Agreement, (iv) with respect to each Company Warrant, (A) the date of grantissuance, (B) any applicable exercise (or similar) price, (C) the expiration date, (D) any applicable expiration vesting schedule (or similarincluding acceleration provisions), (E) datethe number of Company Shares subject to the Company Warrant on the date of issuance, and (DF) whether such the number of Company Shares subject to the Company Warrant is subject as of the date of this Agreement, and (v) with respect to a each Restricted Share, (A) the date of grant, (B) any applicable vesting schedule (including acceleration provisions), and (v) with respect to each Company Convertible Note, (A) the date of issuance, (B) any applicable exercise, conversion (or similar) price and (C) whether the maturity daterecipient has made an election under Section 83(b) of the Code. All of the Company Shares (including each Company Share issued or issuable in connection with the or as a result Equity Securities of the Company Convertible Notes Conversion or have been duly authorized and validly issued. All of the outstanding Company Preferred Shares Conversion, after giving effect thereto) have been, are and at the Closing will be, duly authorized, validly issued and outstanding, and fully paid and non-assessable andassessable. The Equity Securities of the Company (1) were not issued in violation of the Governing Documents of the Company or the Company Stockholders Agreement or any other Contract to which the Company is party or bound, except (2) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person and (3) have been offered, sold and issued in material compliance with applicable Law, including Securities Laws. Except for the Equity Securities Company Options and Company Warrants set forth on Section 3.2(a) of the Company Disclosure Schedules or issued or granted as permitted by or in accordance with Section 5.1(b)(v) or Section 5.20, there are no other Company Shares, no other capital stock, nor other Equity Securities (including convertible notes) of the Company outstanding. The Equity Securities of the Company (including each Equity Security of the Company issued or issuable in connection with the or as a result of the Company Convertible Notes Conversion or the Company Preferred Shares Conversion, after giving effect thereto) (1) were not, and at Closing will not have been, issued in violation of the Governing Documents of the Company or any other Contract to which the Company or any of its Affiliates is party to or bound by (including, for the avoidance of doubt, any Company Shareholders Agreement) in any material respect and (2) have been, and at Closing will have been, offered, sold and issued in compliance in all material respects with applicable Law, including Securities Laws and the Code. Except for the Company Options, Company Warrants, Company Convertible Notes 2023 Bridge Financing Notes and 2024 Bridge Financing Note set forth on Section 3.2(a) of the Company Disclosure Schedules and those Options either permitted by Section 3.2(a5.1(b) or issued, granted or entered into in accordance with Section 5.1(b)(v) or Section 5.205.1(b), the Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, restricted stock units, equity or equity based rights, convertible notes or other convertible instruments, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts (other than the Company Shareholders Agreements) that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Company.

Capitalization of the Group Companies. (a) Except for any changes to the extent permitted by, by or resulting from, from the issuance, grant, transfer or disposition of Equity Securities of the Company in compliance accordance with Section 5.1(b)(v4.1(b)(ii) or Section 4.1(b)(v), Section 3.2(a2.2(a) of the Company Disclosure Schedules sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of the Company issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, (iii) with respect to each Company Option, (A) the date of grant, (B) any applicable vesting commencement date, (C) any applicable exercise (or similar) price, (CD) any applicable the expiration (or similar) date, (DE) the number of vested and unvested Equity Securities as of the date of this Agreement, and (F) any applicable vesting schedule (including acceleration provisions), and (E) whether such Company Option is an Incentive Stock Option, (iv) with respect to each Company Warrant, Warrant (A) the date of grant, (B) any applicable exercise (or similar) price, price and (C) any applicable the expiration (or similar) date, and (D) whether such Company Warrant is subject to a vesting schedule (including acceleration provisions), date and (v) with respect to each Company Convertible Note, Note (A) the date of issuancegrant, (B) any applicable exercise, conversion (or similar) price and (C) the maturity expiration date. All of the Equity Securities of the Company have been duly authorized and validly issued. All of the Company Shares (including each Company Share issued or issuable in connection with the or as a result of the Company Convertible Notes Conversion or the Company Preferred Shares Conversion, after giving effect thereto) have been, are and at the Closing will be, duly authorized, validly issued and outstanding, and fully paid and non-assessable and each Company Warrant and Vested Company Option outstanding immediately prior to the Effective Time will be an “in the money” Company Warrant or Company Option for purposes of Section 1.4 (i.e., the value of the Transaction Share Consideration allocated to each Vested Company Option or Company Warrant (determined by reference to, for the avoidance of doubt, the Pathfinder Common Share Value) is in excess of the exercise (or similar) price applicable to such Vested Company Option or Company Warrant), and, except for the Equity Securities set forth on Section 3.2(a2.2(a) of the Company Disclosure Schedules or issued or granted as permitted by or in accordance with Section 5.1(b)(v) or Section 5.204.1(b)(v), there are no other Company Shares, no other capital stock, nor stock or other Equity Securities (including convertible notes) of the Company outstanding. The Equity Securities of the Company (including each Equity Security of the Company issued or issuable in connection with the or as a result of the Company Convertible Notes Conversion or the Company Preferred Shares Conversion, after giving effect thereto) (1) were not, and at Closing will not have been, issued in violation of the Governing Documents of the Company Company, or any other Contract to which the Company or any of its their Affiliates is party to or bound by (including, for the avoidance of doubt, any Company Shareholders Agreement) in any material respect and ), (2) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person and (3) have been, and at Closing will have been, been offered, sold and issued in compliance in all material respects with applicable Law, including Securities Laws and the Code. Except for the Company Options, Company Warrants, Company Options and Company Convertible Notes 2023 Bridge Financing Notes and 2024 Bridge Financing Note set forth on Section 3.2(a2.2(a) of the Company Disclosure Schedules and those or the Company Options either permitted by Section 3.2(a4.1(b) or issued, granted or entered into in accordance with Section 5.1(b)(v) or Section 5.204.1(b), the Company has no does not have any outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, restricted stock unitsphantom stock, equity or equity equity-based rights, convertible notes or other convertible instruments, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts (other than the Company Shareholders Agreements) that could require the Company Company, or any obligation of the Company, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Company.