Common use of Capitalization; Status of Capital Stock Clause in Contracts

Capitalization; Status of Capital Stock. Upon the filing of the Restated Certificate with the Secretary of State of Delaware, the Company will have a total authorized capitalization consisting of (i) Seventy-Two Million (72,000,000) shares of Common Stock, Thirteen Million Two Hundred Eighty-One Thousand Four Hundred Thirty-Three (13,281,433) of which shares are issued and outstanding on the date hereof; and (ii) Fifty-Four Million Four Hundred Eighty-One Thousand (54,481,000) shares of Preferred Stock, of which (a) Eighteen Million Four Hundred Ninety-Eight Thousand Four Hundred Nineteen (18,498,419) shares have been designated as Series A Preferred Stock, and of which Eighteen Million Four Hundred Sixty-Four Thousand Six Hundred Seventy Four (18,464,674) shares are issued and outstanding on the date hereof, (b) Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) shares have been designated as Series B Preferred Stock, and of which Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) are issued and outstanding on the date hereof, and (c) Eight Million Six Hundred Fifty-Eight Thousand Three Hundred Forty Four (8,658,344) shares have been designated as Series C Preferred Stock, none of which are issued and outstanding on the date hereof, without giving effect to the transactions contemplated hereby. A complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company immediately after the Initial Tranche 1 Closing is set forth in Section 3.15 of the Disclosure Schedule (such list of capital stock to include a statement of outstanding shares of Common Stock on as converted basis). All of the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. The Series C Preferred Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price therefor, and the Conversion Shares, when issued and delivered upon conversion of the Series C Preferred Shares in accordance with the terms of the Restated Certificate, as amended from time to time, will be duly authorized, validly issued, fully-paid and non-assessable. Except as otherwise set forth in the Investor Rights Agreement and on Section 3.15 of the Disclosure Schedule, no preemptive, conversion or other rights, options, warrants, subscriptions or purchase rights of any nature to acquire from the Company shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. In addition to the complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company, Section 3.15 of the Disclosure Schedule sets forth (i) with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) granted stock options, including vesting schedule and exercise price; and (iii) warrants or stock purchase rights (other than the stock purchase rights set forth in the Investor Rights Agreement), if any. Except as set forth in Section 3.15 of the Disclosure Schedule, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by the Financing Documents, by applicable law or by the Purchaser. Other than as provided in the Financing Documents, to the knowledge of the Company there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued before the Closings has not violated the Securities Act, or any state securities laws and no stockholder has a right of rescission with respect thereto.

Capitalization; Status of Capital Stock. Upon the filing of the Restated Certificate with the Secretary of State of Delaware, the Company will have a total authorized capitalization consisting of (i) Seventy-Two Sixty Five Million (72,000,00065,000,000) shares of Common Stock, Thirteen Eleven Million Two Hundred Eighty-One Ten Thousand Four Eight Hundred Thirty-Three Twenty (13,281,43311,210,820) of which shares are issued and outstanding on the date hereof; and (ii) FiftyForty-Four Five Million Four Eight Hundred EightyTwenty-One Two Thousand Six Hundred Fifty Six (54,481,00045,822,656) shares of Preferred Stock, of which (a) Eighteen Million Four Hundred Ninety-Eight Thousand Four Hundred Nineteen (18,498,419) shares have been designated as Series A Preferred Stock, and of which Eighteen Million Four Hundred Sixty-Four Thousand Six Hundred Seventy Four (18,464,674) shares are issued and outstanding on the date hereof, and (b) Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) shares have been designated as Series B Preferred Stock, and of which Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) are issued and outstanding on the date hereof, and (c) Eight Million Six Hundred Fifty-Eight Thousand Three Hundred Forty Four (8,658,344) shares have been designated as Series C Preferred Stock, none of which are issued and outstanding on the date hereof, without giving effect to the transactions contemplated hereby. A complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company immediately after prior to the Initial Tranche 1 Closing is set forth in Section 3.15 of the Disclosure Schedule (such list of capital stock to include a statement of outstanding shares of Common Stock on as converted basis)Schedule. All of the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. The Series C B Preferred Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price therefor, and the Conversion Shares, when issued and delivered upon conversion of the Series C B Preferred Shares in accordance with the terms of the Restated Certificate, as amended from time to time, will be duly authorized, validly issued, fully-paid and non-assessable. Except as otherwise set forth in the Investor Rights Agreement and on Section 3.15 of the Disclosure Schedule, no preemptive, conversion or other rights, options, warrants, subscriptions or purchase rights of any nature to acquire from the Company shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. In addition to the complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company, Section 3.15 of the Disclosure Schedule sets forth (i) with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) granted stock options, including vesting schedule and exercise price; and (iii) warrants or stock purchase rights (other than the stock purchase rights set forth in the Investor Rights Agreement), if any. Except as set forth in Section 3.15 of the Disclosure Schedule, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by the Financing Documents, by applicable law or by the Purchaser. Other than as provided in the Financing Documents, to the knowledge of the Company there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued before the Closings Closing has not violated the Securities Act, or any state securities laws and no stockholder has a right of rescission with respect thereto.

Capitalization; Status of Capital Stock. Upon (a) Immediately prior to the filing Closing, the authorized capital stock of the Restated Certificate with the Secretary of State of Delaware, the Company will have a total authorized capitalization consisting consists of (i) Five Million (5,000,000) shares of preferred stock, $.001 par value (the "Preferred Stock"), and (ii) Fifty Million (50,000,000) shares of Common Stock. Immediately prior to the Closing, (i) Five Million (5,000,000) shares of the Company's Common Stock will be issued and outstanding, (ii) warrants to purchase One Million Seventy-Two seven Thousand Five Hundred (1,077,500) shares of Common Stock and options to purchase One Million One Hundred Forty Thousand (72,000,0001,140,000) shares of Common Stock, Thirteen excluding the Performance Options (defined below) granted to the Managing Founders and employees of the Company and other options granted to employees under the Stock Option Plan (defined below), will be outstanding, (iii) options to purchase One Million Two Five Hundred Thousand (1,500,000) shares of Common Stock are available for issuance under the Stock Option Plan (defined below), of which time-based options to purchase Five Hundred Eighty-One three Thousand Four Hundred Thirty(583,400) shares and Performance Options to purchase Four Hundred Twenty-Three seven Thousand Five Hundred Seventy (13,281,433427,570) shares of which Common Stock will be outstanding under the Stock Option Plan, (iv) Six Million Eight Hundred Nine Thousand Seven Hundred Seventeen (6,809,717) shares are of Common Stock will be issuable upon the payment and conversion of the Guaranteed Indebtedness and the conversion of the QIP Loans, subject to adjustment for any accrued but unpaid interest on such loans or indebtedness at the time of conversion, (v) Performance Options to purchase Seven Million Seven Hundred Eighteen Thousand Nine Hundred Ten (7,718,910) shares of Common Stock will be available for issuance to the Managing Founders in the aggregate and to the employees following conversion of the Guaranteed Indebtedness and the QIP Loans (excluding Performance Options that have been granted pursuant to the Stock Option Plan), and (vi) no shares of the Company's Preferred Stock will have been issued. All issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with all applicable state and Federal securities laws. The Company has heretofore delivered to the Investor true and correct copies of its Certificate and by-laws (the "By-laws"), each as amended and in effect on the date hereof; hereof and (ii) Fifty-Four Million Four Hundred Eighty-One Thousand (54,481,000) shares of Preferred Stock, of which (a) Eighteen Million Four Hundred Ninety-Eight Thousand Four Hundred Nineteen (18,498,419) shares have been designated as Series A Preferred Stock, and of which Eighteen Million Four Hundred Sixty-Four Thousand Six Hundred Seventy Four (18,464,674) shares are issued and outstanding on certified by the date hereof, Company's Secretary. (b) Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237Attached as Schedule 2.3(b) shares have been designated as Series B Preferred Stock, is a true and of which Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) are issued and outstanding on the date hereof, and (c) Eight Million Six Hundred Fifty-Eight Thousand Three Hundred Forty Four (8,658,344) shares have been designated as Series C Preferred Stock, none of which are issued and outstanding on the date hereof, without giving effect to the transactions contemplated hereby. A complete list of the capital stock record holders of all voting securities of the Company outstanding and registered on Company. To the stock transfer books Knowledge of the Company, each such holder owns all the securities shown to be owned by such holder on Schedule 2.3(b) beneficially, free and clear of all Liens, subject to the provisions of the Shareholders Agreement and the subscription agreements between the Company immediately after and the Initial Tranche 1 Closing is Managing Founders. Except as set forth in Section 3.15 of on Schedule 2.3(b), there are no outstanding warrants, options, rights, securities, agreements, subscriptions, anti-dilution rights, exchange rights, first refusal rights or other commitments pursuant to which the Disclosure Schedule (such list of capital stock Company is or may become obligated to include a statement of outstanding shares of Common Stock on as converted basis). All of the outstanding issue, deliver or sell any additional shares of capital stock of the Company have been duly authorizedor to issue, and are validly issuedgrant, fully paid and non-assessable. The Series C Preferred Sharesextend or enter into any such warrant, when issued and delivered in accordance with the terms hereof and after payment of the purchase price thereforoption, and the Conversion Sharesright, when issued and delivered upon conversion of the Series C Preferred Shares in accordance with the terms of the Restated Certificatesecurity, as amended from time to timeagreement, will be duly authorized, validly issued, fully-paid and non-assessable. Except as otherwise set forth in the Investor Rights Agreement and on Section 3.15 of the Disclosure Schedule, no preemptive, conversion subscription or other rights, options, warrants, subscriptions or purchase rights of any nature to acquire from the Company shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreementcommitment. In addition to the complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company, Section 3.15 of the Disclosure Schedule sets forth (i) with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) granted stock options, including vesting schedule and exercise price; and (iii) warrants or stock purchase rights (other Other than the stock purchase rights set forth in the Investor Rights Agreement), if any. Except as set forth in Section 3.15 of the Disclosure Scheduleon Schedule 2.3(b), there are no restrictions on outstanding options, rights, securities, agreements or other commitments pursuant to which the transfer of Company is or may become obligated to redeem, repurchase, exchange or otherwise acquire or retire any shares of capital stock of the Company other than those imposed by which are presently outstanding or may be issued in the Financing Documents, by applicable law or by the Purchaser. future. (c) Other than as provided in the Financing Documents, rights granted to Investor and certain of the Company's other stockholders pursuant to the knowledge Rights Agreement and the Shareholders Agreement, respectively, there are no outstanding rights which permit the holder thereof to cause the Company to file a registration statement under the Securities Act or which permit the holder thereof to include securities of the Company in a registration statement filed by the Company under the Securities Act, and there are no outstanding agreements or other commitments which otherwise relate to the registration of any securities of the Company under the Securities Act. (d) All securities of the Company heretofore issued and sold by the Company were issued and sold in compliance with all applicable Federal and state securities laws. There are no agreements, understandingsoptions, trusts rights or other collaborative arrangements or understandings concerning subscriptions of any kind which governed the prior issuance of voting of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued before the Closings has not violated the Securities Act, or any state securities laws and no stockholder has a right of rescission with respect theretothat are still in effect.

Capitalization; Status of Capital Stock. Upon the filing of the Restated Certificate with the Secretary State Corporation Commission of State of Delawarethe Commonwealth Virginia, the Company will have a total authorized capitalization capitalization, immediately prior to Closing, consisting of (ia) Seventy-Two One Hundred Thirteen Million (72,000,000113,000,000) shares of Common Stock, Thirteen Six Million Two Nine Hundred EightyForty-One Seven Thousand Four Eight Hundred Thirty-Three Seven (13,281,4336,947,837) of which shares are issued and outstanding on the date hereof; and (iib) FiftyEight-Four Six Million Four Eight Hundred EightyNinety-Eight Thousand One Thousand Hundred Eighteen (54,481,00086,898,118) shares of Preferred Stock, of which (ai) Eighteen Nine Million Four Two Hundred NinetyForty-Eight Nine Thousand Four Two Hundred Nineteen Six (18,498,4199,249,206) shares have been designated as Series A Preferred Stock, and of which Eighteen Nine Million Four Two Hundred SixtyThirty-Two Thousand Three Hundred Thirty-Four Thousand Six Hundred Seventy Four (18,464,6749,232,334) shares are issued and outstanding on the date hereof, (bii) Twenty-Seven Million Two Hundred Twenty-Four Thousand Two Hundred Thirty Seven (27,324,237) shares have been designated as Series B Preferred Stock, and all of which Twentyare issued and outstanding on the date hereof, (iii) Eight Million Six Hundred Fifty-Seven Million Two Hundred Twenty-Four Eight Thousand Two Hundred Thirty Seven Eight (27,324,2378,658,008) shares have been designated as Series C Preferred Stock, and all of which are issued and outstanding on the date hereof, and (civ) Eight Forty-One Million Six Hundred FiftySixty-Eight Six Thousand Three Six Hundred Forty Four Sixty-Seven (8,658,34441,666,667) shares have been designated as Series C D Preferred Stock, none of which are issued and outstanding on the date hereof, without giving effect to the transactions contemplated hereby. A complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company immediately after the Initial Tranche 1 Closing is set forth in Section 3.15 3.17 of the Disclosure Schedule (such list of capital stock to include a statement of outstanding shares of Common Stock on as converted basis). All of the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. The Series C D Preferred Shares, when issued and delivered in accordance with the terms hereof and after payment of the purchase price therefor, and the Conversion Shares, when issued and delivered upon conversion of the Series C D Preferred Shares in accordance with the terms of the Restated Certificate, as amended from time to time, will be duly authorized, validly issued, fully-paid and non-assessable. Except as otherwise set forth in the Investor Rights Agreement and on Section 3.15 3.17 of the Disclosure Schedule, no preemptive, conversion or other rights, options, warrants, subscriptions or purchase rights of any nature to acquire from the Company shares of capital stock or other securities are authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. Each outstanding series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Preferred Stock. In addition to the complete list of the capital stock of the Company outstanding and registered on the stock transfer books of the Company, Section 3.15 3.17 of the Disclosure Schedule sets forth (i) with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) granted stock options, including vesting schedule and exercise price; and (iii) warrants or stock purchase rights (other than the stock purchase rights set forth in the Investor Rights Agreement), if any. Except as set forth in Section 3.15 3.17 of the Disclosure Schedule, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by the Financing Documents, by applicable law or by the Purchaser. Other than as provided in the Financing Documents, to the knowledge of the Company there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued before the Closings has not violated the Securities Act, or any state securities laws and no stockholder has a right of rescission with respect thereto. There are no accrued dividends payable to any shares of the Company’s capital stock. The Company has authorized and reserved 11,115,000 shares of Common Stock solely to be used to pay the Series D Accruing Dividends upon conversion of the Series D Preferred Stock, if so elected by the holders of Series D Preferred Stock. Under the Company’s 2014 Stock Incentive Plan, as amended (the “Plan”), (i) no shares have been issued pursuant to restricted stock purchase agreements, (ii) 219,414 have been issued pursuant to the exercise of outstanding options and are reflected as outstanding in the foregoing paragraph, (iii) options to purchase 1,934,718 shares have been granted and are currently outstanding, and (iv) 5,346,204 shares of Common Stock remain available for future issuance to officers, directors, employees and consultants of the Company.