Common use of Capitalization; Voting Rights Clause in Contracts

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Initial Closing, consists of (i) sixty-eight million (68,000,000) shares of Common Stock, par value $0.0001 per share, of which three million nine hundred nineteen thousand six hundred seventy-three (3,919,673) shares are issued and outstanding, and (ii) thirty-nine million two hundred four thousand eight hundred eighty-six (39,204,886) shares of Preferred Stock, par value $0.0001 per share, six million (6,000,000) of which are designated Series A Preferred Stock, all of which are issued and outstanding, eight million one hundred one thousand one hundred one (8,101,101) of which are designated Series B Preferred Stock, all of which are issued and outstanding, one million five hundred fourteen thousand six hundred forty-five (1,514,645) of which are designated Series C Preferred Stock, all of which are issued and outstanding, eleven million one hundred fifty-four thousand eight hundred two (11,154,802) of which are designated Series D Preferred Stock, ten million four hundred ninety-six thousand nine hundred seventy-three (10,496,973) of which are issued and outstanding, six million four hundred thirty-four thousand three hundred thirty-eight (6,434,338) of which are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five (6,156,775) of which are issued and outstanding, and six million (6,000,000) of which are designated Series F Preferred Stock, none of which are issued and outstanding. The Company has a right of first refusal over transfers of all outstanding shares of Common Stock. (b) The Company has reserved fifteen million seven hundred fifty-seven thousand six hundred forty-two (15,757,642) shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2002 Stock Plan duly adopted by the Board of Directors and approved by the Company’s stockholders, as amended (the “Stock Plan”) or other plans, agreements or arrangements approved by the Board of Directors. Of such reserved shares of Common Stock, 1,577,261 shares have been issued pursuant to exercised options, options to purchase 9,380,769 shares have been granted and are currently outstanding and 4,799,612 shares of Common Stock remain available for issuance pursuant to future grants under the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance to Lighthouse Capital Partners IV, L.P. and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (the “Lighthouse Warrants”), (ii) an aggregate maximum of 65,000 shares of Common Stock pursuant to the Non-Qualified Stock Option Agreement dated as of February 23, 2004 and Non-Qualified Stock Option Agreement dated as of January 1, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP (the “Xxxxxx Options”), (iii) 9,100 shares of Common Stock for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25, 2005 (the “Oxford Warrant”), (iv) an aggregate of 323,569 shares of Series D Preferred Stock for issuance to certain investors of the Company pursuant to warrants dated May 25, 2006 (the “Bridge Warrants”), (v) 3,577 shares of Common Stock for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17, 2007, (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”). At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options and as set forth on Section 3.3(b) of the Schedule of Exceptions or options that may be issued in the ordinary course of business after the date of this Agreement, (ii) the conversion privileges of the Preferred Stock and (iii) the rights granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Initial Closing, consists will consist of Twenty-Seven Million (i) sixty-eight million (68,000,00027,000,000) shares of Common Stock, par value $0.0001 per shareFour Million Three Hundred Seventy Two Thousand Two Hundred Forty-Five (4,372,245) shares of which are issued and outstanding and Two Million Two Hundred Eighty Thousand (2,280,000) shares of which are reserved for future issuance to employees, of which three million nine hundred nineteen thousand six hundred seventyOne Million One Hundred Thousand Five Hundred Thirty-three Five (3,919,6731,100,535) shares are subject to options or purchase rights which have been issued to the Company's employees, consultants and outstanding, other service providers and One Million One Hundred Seventy-Nine Thousand Four Hundred Sixty-Five Thousand (ii1,179,465) thirty-nine million two hundred four thousand eight hundred eighty-six are reserved for options which have not been granted as of the date hereof and Twenty Million (39,204,88620,000,000) shares of Preferred Stock, par value $0.0001 per share, six million Six Million Seventy-Three Thousand (6,000,0006,073,000) of which are designated Series A Preferred Stock, all Six Million Thirty-Five Thousand (6,035,000) shares of which are issued and outstanding, eight million one hundred one thousand one hundred one Eight Hundred Ten Thousand (8,101,101810,000) of which are designated Series B Preferred Stock, all none of which are issued and outstanding, one million five hundred fourteen thousand six hundred forty-five Thirteen Million One Hundred Thousand (1,514,64513,100,000) of which are designated Series C Preferred Stock, all of which are issued and outstanding, eleven million one hundred fifty-four thousand eight hundred two Six Million Five Hundred Forty Five Thousand Four Hundred Fifty Five (11,154,8026,545,455) of which are designated Series D Preferred Stock, ten million four hundred ninety-six thousand nine hundred seventy-three (10,496,973) of which are issued and outstanding, six million four hundred thirty-four thousand three hundred thirty-eight (6,434,338) of which are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five (6,156,775) of which are issued and outstanding, and six million (6,000,000) of which are designated Series F Preferred Stock, none shares of which are issued and outstanding. The Company has a right of first refusal over transfers of all outstanding shares of Common Stock. (b) The Company has reserved fifteen million seven hundred fifty-seven thousand six hundred forty-two (15,757,642) shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2002 Stock Plan duly adopted by the Board of Directors and approved by the Company’s stockholders, as amended (the “Stock Plan”) or other plans, agreements or arrangements approved by the Board of Directors. Of such reserved shares of Common Stock, 1,577,261 shares have been issued pursuant to exercised options, options to purchase 9,380,769 shares have been granted and are currently outstanding and 4,799,612 shares of Common Stock remain available for issuance pursuant to future grants under the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance to Lighthouse Capital Partners IV, L.P. and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (the “Lighthouse Warrants”), (ii) an aggregate maximum of 65,000 shares of Common Stock pursuant to the Non-Qualified Stock Option Agreement dated as of February 23, 2004 and Non-Qualified Stock Option Agreement dated as of January 1, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP (the “Xxxxxx Options”), (iii) 9,100 shares of Common Stock for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25, 2005 (the “Oxford Warrant”), (iv) an aggregate of 323,569 shares of Series D Preferred Stock for issuance to certain investors of the Company pursuant to warrants dated May 25, 2006 (the “Bridge Warrants”), (v) 3,577 shares of Common Stock for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17, 2007, (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”). At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options and as set forth on Section 3.3(b) of the Schedule of Exceptions or options that may be issued in the ordinary course of business after the date of this Agreement, (ii) the conversion privileges of the Preferred Stock and (iii) the rights granted pursuant to this Agreement and the Related Agreements, there There are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities.and

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Initial Closing, consists of (i) sixty-eight thirty million (68,000,00030,000,000) shares of Common Stock, par value $0.0001 0.001 per share, two million seven hundred sixty-seven thousand five hundred thirty-five (2,767,535) of which three million nine hundred nineteen thousand six hundred seventy-three (3,919,673) shares are issued and outstanding, and (ii) eighteen million eight hundred eighty thousand nine hundred thirty-nine million two hundred four thousand eight hundred eighty-six (39,204,88618,880,939) shares of Preferred Stock, par value $0.0001 0.001 per share, six million (6,000,000) of which are designated Series A Preferred Stock, all of which are issued and outstanding, eight million one hundred one thousand one hundred one (8,101,101A) of which are designated Series B Preferred Stock, all of which are issued and outstanding, one million five hundred fourteen thousand six nine hundred forty-five thousand nine hundred thirty-nine (1,514,645945,939) of which are shares have been designated Series C A-1 Preferred Stock, all of which are issued and outstandingpar value $0.001 per share, eleven million one nine hundred fiftyforty-four thousand eight hundred two (11,154,802) of which are designated Series D Preferred Stock, ten million four hundred ninety-six five thousand nine hundred seventythirty-three nine (10,496,973945,939) of which are issued and outstanding, six (B) two million four eight hundred thirtythousand (2,800,000) shares have been designated Series A-2 Preferred Stock, par value $0.001 per share, two million seven hundred seventy-four thousand three five hundred thirtyninety-eight four (6,434,338) of which are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five (6,156,7752,774,594) of which are issued and outstanding, and (C) four million seven hundred ten thousand (4,710,000) shares have been designated Series B-1 Preferred Stock, par value $0.001 per share, four million seven hundred two thousand six million hundred forty (6,000,0004,702,640) of which are issued and outstanding and (D) ten million four hundred twenty-five thousand (10,425,000) shares have been designated Series F B-2 Preferred Stock, none par value $0.001 per share, five million five hundred twenty-three thousand three hundred thirty-seven (5,523,337) of which are issued and outstanding. The Company has a right Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B-1 Preferred Stock and the Series B-2 Preferred Stock are referred to collectively as the “Preferred Stock.” A detailed schedule of first refusal over transfers of all outstanding shares the Company’s holders of Common StockStock and Preferred Stock is set forth in Schedule 3.3(a) of the Schedule of Exceptions. (b) The Company has reserved fifteen Under the Company’s 2005 Equity Incentive Plan (the “Plan”), (i) one million seven four hundred fifty-seven twenty five thousand thirty five (1,425,035) shares have been issued pursuant to restricted stock purchase agreements and/or the exercise of outstanding options, (ii) options to purchase two million two hundred eighty one thousand thirty nine (2,281,039) shares are currently outstanding, and (iii) fifty one thousand one hundred fifty six hundred forty-two (15,757,64251,156) shares of Common Stock remain available under the Plan for future issuance to officers, directors, employees and consultants of the Company pursuant to its 2002 Stock Plan duly adopted by the Board Company. A detailed schedule of Directors and approved by the Company’s stockholders, as amended (the “Stock Plan”) or other plans, agreements or arrangements approved by the Board of Directors. Of such reserved shares of Common Stock, 1,577,261 shares have been optionholders holding options issued pursuant to exercised options, options to purchase 9,380,769 shares have been granted and are currently outstanding and 4,799,612 shares of Common Stock remain available for issuance pursuant to future grants under the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance to Lighthouse Capital Partners IV, L.P. and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (the “Lighthouse Warrants”), (ii) an aggregate maximum of 65,000 shares of Common Stock pursuant to the Non-Qualified Stock Option Agreement dated as of February 23, 2004 and Non-Qualified Stock Option Agreement dated as of January 1, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP (the “Xxxxxx Options”), (iii) 9,100 shares of Common Stock for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25, 2005 (the “Oxford Warrant”), (iv) an aggregate of 323,569 shares of Series D Preferred Stock for issuance to certain investors of the Company pursuant to warrants dated May 25, 2006 (the “Bridge Warrants”), (v) 3,577 shares of Common Stock for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17, 2007, (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”). At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options and as is set forth on Section in Schedule 3.3(b) of the Schedule of Exceptions or options that Exceptions. (c) Other than the shares reserved for issuance under the Plan and except as may be issued in the ordinary course of business after the date of this Agreement, (ii) the conversion privileges of the Preferred Stock and (iii) the rights granted pursuant to this Agreement and the Related AgreementsAgreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. A detailed schedule of the Company’s optionholders (except as described in Schedule 3.3(b)) or warrantholders is set forth in Schedule 3.3(c) of the Schedule of Exceptions. (cd) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and nonassessable, (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities; and (iii) are subject to a right of first refusal in favor of the Company upon transfer. (e) All options granted and Common Stock issued vest as follows: twenty-five percent (25%) of the shares vest one (1) year following the vesting commencement date, with the remaining seventy-five percent (75%) vesting in equal monthly installments over the next three (3) years. No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of (i) termination of employment or consulting services (whether actual or constructive); (ii) any merger, consolidated sale of stock or assets, change in control or any other transaction(s) by the Company; or (iii) the occurrence of any other event or combination of events. (f) The rights, preferences, privileges and restrictions of the shares of the Preferred Stock are as stated in the Restated Certificate. Each outstanding share of Preferred Stock is convertible into the Company’s Common Stock on a one-for-one basis as of the date hereof. When issued against payment therefor in accordance with this Agreement, the Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, that the Shares shall be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. (g) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to of the Initial Closingdate hereof, consists of (i) sixty-eight five million (68,000,00065,000,000) shares of Common Stock, par value $0.0001 0.001 per share, three million five hundred sixteen thousand three hundred seventy five (3,516,375) shares of which three million nine hundred nineteen thousand six hundred seventy-three (3,919,673) shares are issued and outstanding, and (ii) forty-six million four hundred seventy-four thousand seven hundred thirty-nine million two hundred four thousand eight hundred eighty-six (39,204,88646,474,738) shares of Preferred Stock, par value $0.0001 0.001 per share, six twelve million nine hundred seventy-four thousand seven hundred thirty-eight (6,000,00012,974,738) shares of which are designated Series A Preferred Stock, all of which are issued and outstanding, eight outstanding and thirty-three million one five hundred one thousand one hundred one (8,101,10133,500,000) shares of which are designated Series B Preferred Stock, all of which are issued and outstanding, one thirty million five hundred fourteen thousand six hundred forty-five (1,514,645) of which are designated Series C Preferred Stock, all of which are issued and outstanding, eleven million one hundred fifty-four thousand eight hundred two (11,154,802) of which are designated Series D Preferred Stock, ten million four hundred ninety-six thousand nine hundred seventy-three (10,496,97330,000,000) of which are issued and outstanding (b) The authorized capital stock of the Company, six million immediately prior to the Closing, will consist of (i) four hundred thirty-four fifty million (450,000,000) shares of Common Stock, par value $0.001 per share, one hundred seventeen million two hundred sixty six thousand three one hundred thirty-forty eight (6,434,338117,266,148) shares of which are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five (6,156,775) of which are will be issued and outstanding, and (ii) one hundred ninety four million four hundred forty six thousand five hundred one (194,446,501) shares of Preferred Stock, par value $0.001 per share, Five million four hundred forty six thousand five hundred (6,000,0005,446,500) shares of which will be designated Series A-1 Preferred Stock, par value $0.001 per share, Five million four hundred twenty five thousand two hundred seven (5,425,207) of which are will be issued and outstanding; one (1) share of which will be designated Series F A-2 Preferred Stock, par value $0.001 per share, which will not be issued and outstanding; nine million (9,000,000) shares of which will be designated Series B-1 Preferred Stock, par value $0.001 per share, all of which will be issued and outstanding, and one hundred eighty million (180,000,000) shares of which will be designated Series C Preferred Stock, par value $0.001 per share, none of which are will be issued and outstanding. The Company has a right of first refusal over transfers of all outstanding shares of Common Stock. (bc) The Company has reserved fifteen million seven As of the date hereof, under the Company's 2001 Equity Incentive Plan (the "Plan"), (i) twenty three thousand two hundred fifty-seven thousand six hundred forty-two three (15,757,64223,203) shares of Common Stock have been issued pursuant to restricted stock purchase agreements and/or the exercise of outstanding options, (ii) options to purchase four million six hundred sixty thousand thirty three (4,660,033) shares of Common Stock have been granted and are currently outstanding, and (iii) two million one hundred ninety thousand three hundred thirty six (2,190,336) shares of Common Stock remain available for future issuance to officers, directors, employees and consultants of the Company Company. (d) Other than one hundred forty seven thousand five hundred (147,500) shares of Series B Preferred Stock reserved for issuance pursuant to its 2002 Stock Plan duly adopted by the Board of Directors and approved by the Company’s stockholders, as amended outstanding warrants (the “Stock Plan”) or other plans, agreements or arrangements approved by the Board of Directors. Of such reserved shares of Common Stock, 1,577,261 shares have been issued pursuant to exercised options, options which will be converted into warrants to purchase 9,380,769 shares have been granted and are currently outstanding and 4,799,612 one hundred sixty two thousand two hundred fifty (162,250) shares of Common Stock remain available and twenty one thousand one hundred thirty seven (21,137) shares of Series A-1 Preferred Stock automatically upon filing of the New Charter), the shares reserved for issuance pursuant to future grants under the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance to Lighthouse Capital Partners IV, L.P. and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (the “Lighthouse Warrants”), (ii) an aggregate maximum of 65,000 shares of Common Stock except as may be granted pursuant to the Non-Qualified Stock Option Agreement dated as of February 23, 2004 and Non-Qualified Stock Option Agreement dated as of January 1, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP (the “Xxxxxx Options”), (iii) 9,100 shares of Common Stock for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25, 2005 (the “Oxford Warrant”), (iv) an aggregate of 323,569 shares of Series D Preferred Stock for issuance to certain investors of the Company pursuant to warrants dated May 25, 2006 (the “Bridge Warrants”), (v) 3,577 shares of Common Stock for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17, 2007, (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”). At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options and as set forth on Section 3.3(b) of the Schedule of Exceptions or options that may be issued in the ordinary course of business after the date of this Exchange Agreement, (ii) the conversion privileges of the Preferred Stock and (iii) the rights granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securitiessecurities as of the date hereof. (ce) Immediately prior to the Closing, other than one hundred sixty two thousand two hundred fifty (162,250) shares of Common Stock and twenty one thousand one hundred thirty seven (21,137) shares of Series A-1 Preferred Stock that will be reserved for issuance pursuant to outstanding warrants, the shares that will be reserved for issuance under the Plan, and except as may be granted pursuant to the Exchange Agreement, this Agreement and the Related Agreements, there will be no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. At the Closing, all such preemptive rights will have been properly waived or complied with respect to all prior issuances of capital stock and with respect to the issuance of the Shares and Conversion Shares. (f) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable nonassessable, and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. (g) Effective as of the Closing, the debt obligations of the Company to Comdisco, Inc., Comerica Bank (California), GATX Ventures, Inc., and Dominion Venture Finance L.L.C. will be restructured as set forth on Exhibit G. (h) As of the Closing, the rights, preferences, privileges and restrictions of the Shares will be as stated in the Restated Charter. Each share of Series C Preferred Stock will be convertible into Common Stock on a one-for-one basis as of the Closing. The Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Restated Charter, the Shares and the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than liens and encumbrances created by or imposed upon Purchasers; provided, however, that the Shares and the Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Initial First Closing, consists will consist of (a) thirty-one million (31,000,000) shares of common stock, of which (i) sixty-one million five hundred ninety three thousand five hundred eight million (68,000,000) shares of Common Stock, par value $0.0001 per share, of which three million nine hundred nineteen thousand six hundred seventy-three (3,919,6731,593,508) shares are issued and outstanding, and (ii) thirty-one hundred seventy thousand four hundred fifty two (170,452) shares are reserved for future issuance to employees pursuant to the Company's Amended and Restated 1996 Stock Option Plan, (iii) one million seven hundred ten thousand seventy nine (1,710,079) shares are subject to outstanding options pursuant to the Amended and Restated 1996 Stock Option Plan and (iv) ten thousand (10,000) shares are subject to outstanding warrants to purchase common stock, and (b) nine million four hundred eighty two thousand nine hundred four thousand eight hundred eighty-six thirty five (39,204,8869,482,935) authorized shares of Preferred Stockpreferred stock, par value $0.0001 per share, six million (6,000,000) of which (i) one million three hundred one thousand four hundred (1,301,400) are designated Series A Preferred Stock, all one million two hundred seven thousand (1,207,000) of which are issued and outstanding, eight million one outstanding and ninety-four thousand four hundred one thousand one hundred one (8,101,10194,400) of which are reserved for issuance pursuant to outstanding warrants to purchase Series A Preferred Stock, (ii) one million nine hundred eighty-one thousand five hundred thirty-five (1,981,535) are designated Series B Preferred Stock, all one million nine hundred thirty-four thousand five hundred twenty-six (1,934,526) of which are issued and outstanding, one million five hundred fourteen thousand six hundred outstanding and forty-five seven thousand and nine (1,514,64547,009) of which are reserved for issuance pursuant to outstanding warrants to purchase Series B Preferred Stock, (iii) three million seven hundred thousand (3,700,000) are designated Series C Preferred Stock, all of which are issued and outstanding, eleven three million one five hundred fiftythirty-seven thousand five hundred twenty-four thousand eight hundred two (11,154,802) of which are designated Series D Preferred Stock, ten million four hundred ninety-six thousand nine hundred seventy-three (10,496,9733,537,524) of which are issued and outstanding, six million four outstanding and forty seven thousand one hundred thirty-four thousand three hundred thirty-eight sixty seven (6,434,33847,167) of which are designated reserved for issuance pursuant to an outstanding warrant to purchase Series E C Preferred Stock, six (iv) two million one five hundred fifty-six seven hundred seventy five thousand (6,156,7752,500,000) of which are issued and outstanding, and six million (6,000,000) of which are designated Series F D Preferred Stock, none of which are issued and outstanding. The Company has a right of first refusal over transfers of all outstanding shares of Common Stock. (b) The Company has reserved fifteen million seven hundred fifty-seven thousand six hundred forty-two (15,757,642) shares of Common Stock for issuance to officers, directors, employees and consultants as of the Company pursuant to its 2002 Stock Plan duly adopted by the Board of Directors and approved by the Company’s stockholders, as amended (the “Stock Plan”) or other plans, agreements or arrangements approved by the Board of Directorsdate hereof. Of such reserved shares of Common Stock, 1,577,261 shares have been issued pursuant to exercised options, options to purchase 9,380,769 shares have been granted and are currently outstanding and 4,799,612 shares of Common Stock remain available for issuance pursuant to future grants under the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance to Lighthouse Capital Partners IV, L.P. and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (the “Lighthouse Warrants”), (ii) an aggregate maximum of 65,000 shares of Common Stock pursuant to the Non-Qualified Stock Option Agreement dated as of February 23, 2004 and Non-Qualified Stock Option Agreement dated as of January 1, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP (the “Xxxxxx Options”), (iii) 9,100 shares of Common Stock for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25, 2005 (the “Oxford Warrant”), (iv) an aggregate of 323,569 shares of Series D Preferred Stock for issuance to certain investors of the Company pursuant to warrants dated May 25, 2006 (the “Bridge Warrants”), (v) 3,577 shares of Common Stock for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17, 2007, (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”). At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options and as set forth on Section 3.3(b) of the Schedule of Exceptions or options that may be issued in the ordinary course of business after the date of this Agreement, (ii) the conversion privileges of the Preferred Stock and (iii) the rights granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (c) All issued and outstanding shares of the Company’s Common Stock 's common stock and Preferred Stock preferred stock (iI) have been duly authorized and validly issued and to the persons listed on EXHIBIT G hereto, (II) are fully paid and nonassessable nonassessable, and (iiIII) were issued in compliance with all applicable state and federal laws concerning the issuance of securities.concerning

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Initial Closing, consists will consist of (i) sixty-eight one hundred million (68,000,000100,000,000) shares of Common Stock, par value $0.0001 0.001 per share, of which three twenty-seven million nine five hundred nineteen seventy-eight thousand six hundred seventy-three one (3,919,67327,578,601) shares are of which will be issued and outstanding, and (ii) thirtyfifty-five million forty-nine million two hundred four thousand eight hundred eighty-six (39,204,88659,000,049) shares of Preferred Stock, par value $0.0001 0.001 per share, six five million forty-eight (6,000,0005,000,048) shares of which are will be designated Series A A-1 Preferred Stock, par value $0.001 per share, all of which are will be issued and outstanding, eight million one hundred one thousand one hundred ; one (8,101,1011) share of which will be designated Series A-2 Preferred Stock, par value $0.001 per share, one (1) of which are will be issued and outstanding; nine million (9,000,000) shares of which will be designated Series B B-1 Preferred Stock, par value $0.001 per share, all of which are will be issued and outstanding, one ; and thirty-six million five hundred fourteen thousand six hundred forty-five (1,514,64536,000,000) shares of which are will be designated Series C Preferred Stock, all par value $0.001 per share, thirty-five million sixty-five thousand four (35,065,004) of which are will be issued and outstanding, eleven ; and five million one hundred fifty-four thousand eight hundred two (11,154,8025,000,000) shares of which are will be designated Series D Preferred Stock, ten million four hundred ninety-six thousand nine hundred seventy-three (10,496,973) of which are issued and outstanding, six million four hundred thirty-four thousand three hundred thirty-eight (6,434,338) of which are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five (6,156,775) of which are issued and outstanding, and six million (6,000,000) of which are designated Series F Preferred Stockpar value $0.001 per share, none of which are will be issued and outstanding. The Company has a right of first refusal over transfers of all outstanding shares of Common Stock. (b) The Company has reserved fifteen As of the date hereof, under the Company’s 2001 Equity Incentive Plan (the “Plan”), (i) four million seven one hundred thirty thousand fifty-seven thousand six hundred forty-two (15,757,6424,130,057) shares of Common Stock have been issued pursuant to restricted stock purchase agreements and/or the exercise of outstanding options, (ii) options to purchase sixteen million three hundred sixty-four thousand nine hundred fifteen (16,364,915) shares of Common Stock have been granted and are currently outstanding, and (iii) six hundred forty-seven thousand one hundred seventeen (647,117) shares of Common Stock remain available for future issuance to officers, directors, employees and consultants of the Company Company. (c) Other than (i) thirty-two thousand four hundred fifty (32,450) shares of Series C Preferred Stock reserved for issuance pursuant to its 2002 Stock Plan duly adopted by the Board of Directors outstanding warrants; and approved by the Company’s stockholders, as amended (the “Stock Plan”ii) or other plans, agreements or arrangements approved by the Board of Directors. Of such reserved shares of Common Stock, 1,577,261 shares have been issued pursuant to exercised options, options to purchase 9,380,769 shares have been granted and are currently outstanding and 4,799,612 one hundred twenty thousand (120,000) shares of Common Stock remain available for issuance pursuant to future grants under issued outside of the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance to Lighthouse Capital Partners IV, L.P. and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (the “Lighthouse Warrants”), (ii) an aggregate maximum of 65,000 shares of Common Stock pursuant to the Non-Qualified Stock Option Agreement dated as of February 23, 2004 and Non-Qualified Stock Option Agreement dated as of January 1, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP (the “Xxxxxx Options”), (iii) 9,100 the shares of Common Stock reserved for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25under the Plan, 2005 (the “Oxford Warrant”), and (iv) an aggregate of 323,569 shares of Series D Preferred Stock for issuance to certain investors of the Company pursuant to warrants dated May 25, 2006 (the “Bridge Warrants”), (v) 3,577 shares of Common Stock for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17, 2007, (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”). At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options and as set forth on Section 3.3(b) of the Schedule of Exceptions or options that may be issued in the ordinary course of business after the date of this Agreement, (ii) the conversion privileges of the Preferred Stock and (iii) the rights granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. At the Closing, all such preemptive rights will have been properly waived or complied with respect to all prior issuances of capital stock and with respect to the issuance of the Shares and Conversion Shares. (cd) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable nonassessable, and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. (e) As of the Closing, the rights, preferences, privileges and restrictions of the Shares will be as stated in the Restated Charter. Each share of Series D Preferred Stock will be convertible into Common Stock on a one-for-one basis as of the Closing. The Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Restated Charter, the Shares and the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than liens and encumbrances created by or imposed upon Purchasers; provided, however, that the Shares and the Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

Capitalization; Voting Rights. (aA) The authorized capital stock of the Company, immediately prior to the Initial Closing, consists of of: (i) sixty-eight one hundred million (68,000,000100,000,000) shares of Common Stock, par value $0.0001 per share, of which three two million nine one hundred nineteen thirty-six thousand six hundred seventy-three nine (3,919,6732,136,609) shares of which are issued and outstanding, outstanding (including the shares reflected in Section 3.3(b)(i) hereof); and (ii) thirtyforty-nine million two hundred four thousand eight hundred eightyninety-six thousand nine hundred forty-two (39,204,88649,896,942) shares of Preferred Stock, par value $0.0001 0.01 per share, six million nine hundred ninety thousand (6,000,000990,000) shares of which are designated Series A Preferred Stock, all three hundred twenty-nine thousand nine hundred ninety-six (329,996) of which are issued and outstanding, eight thirteen million one nine hundred one six thousand one nine hundred one forty-two (8,101,10113,906,942) shares of which are designated Series B Preferred Stock, all four million six hundred thirty-five thousand six hundred forty-three (4,635,643) of which are issued and outstanding, one million five hundred fourteen thousand six hundred fortyand thirty-five million (1,514,64535,000,000) shares of which are designated Series C Preferred Stock, all ten million three hundred forty thousand nine hundred two (10,340,902) shares of which are issued and outstanding. (B) Under the Company' Amended and Restated 2001 Equity Inventive Plan (the "PLAN"), eleven million one hundred fifty-four thousand eight hundred two (11,154,802i) of which are designated Series D Preferred Stock, ten million four three hundred ninety-six thousand nine hundred seventy-three (10,496,973) of which are issued and outstanding, six million four hundred thirty-four thousand three hundred thirty-eight one (6,434,338) of which are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five (6,156,775) of which are issued and outstanding, and six million (6,000,000) of which are designated Series F Preferred Stock, none of which are issued and outstanding. The Company has a right of first refusal over transfers of all outstanding shares of Common Stock. (b) The Company has reserved fifteen million seven hundred fifty-seven thousand six hundred forty-two (15,757,642396,431) shares of Common Stock have been issued pursuant to restricted stock purchase agreements and/or the exercise of outstanding options, (ii) options to purchase two million eight hundred forty-nine thousand five hundred fifty-four (2,849,554) shares of Common Stock have been granted and are currently outstanding, and (iii) one million one hundred twelve thousand two hundred forty (1,067,240) shares of Common Stock remain available for future issuance to officers, directors, employees and consultants of the Company pursuant to its 2002 Stock Plan duly adopted by Company. (C) Other than the Board of Directors and approved by the Company’s stockholders, as amended (the “Stock Plan”) or other plans, agreements or arrangements approved by the Board of Directors. Of such shares reserved shares of Common Stock, 1,577,261 shares have been issued pursuant to exercised options, options to purchase 9,380,769 shares have been granted and are currently outstanding and 4,799,612 shares of Common Stock remain available for issuance pursuant to future grants under the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance to Lighthouse Capital Partners IV, L.P. Plan and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (the “Lighthouse Warrants”), (ii) an aggregate maximum of 65,000 shares of Common Stock except as may be granted pursuant to the Non-Qualified Stock Option Loan Documents and that certain Amended and Restated Investor Rights Agreement dated as of February 23December 11, 2004 and Non-Qualified Stock Option Agreement dated as of January 1, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP 2003 (the “Xxxxxx Options”"INVESTOR RIGHTS AGREEMENT"), (iii) 9,100 shares of Common Stock for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25, 2005 (the “Oxford Warrant”), (iv) an aggregate of 323,569 shares of Series D Preferred Stock for issuance to certain investors of the Company pursuant to warrants dated May 25, 2006 (the “Bridge Warrants”), (v) 3,577 shares of Common Stock for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17, 2007, (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”). At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options and as set forth on Section 3.3(b) of the Schedule of Exceptions or options that may be issued in the ordinary course of business after the date of this Agreement, (ii) the conversion privileges of the Preferred Stock and (iii) the rights granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. All such preemptive rights have been properly waived or complied with respect to all prior issuances of capital stock and with respect to the issuance of the Notes and the Conversion Securities. (cD) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable nonassessable, and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. (E) Each series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof. When issued in compliance with the provisions of the Loan Documents, the Notes and the Conversion Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than (i) liens and encumbrances created by or imposed upon Purchasers and (ii) any right of first refusal set forth in the Company's Bylaws; provided, however, that the Notes and the Conversion Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. (F) The Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Investor Rights Agreement, the Amended and Restated Co-Sale Agreement dated as of December 11, 2003 and the Amended and Restated Voting Agreement dated as of December 11, 2003 (the "VOTING AGREEMENT"), to the best of the Company's knowledge there are no voting trusts or agreements, stockholders' agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company or any subsidiary of the Company (whether or not the Company or any such subsidiaries is a party thereto).

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Initial Closing, consists of (i) sixtythirty-eight one million five hundred seventy-five thousand (68,000,00031,575,000) shares of Common Stock, par value $0.0001 0.001 per share, two million eight hundred thousand two hundred twenty-one (2,800,221) of which three million nine hundred nineteen thousand six hundred seventy-three (3,919,673) shares are issued and outstanding, and (ii) twenty million four hundred fifty-five thousand nine hundred thirty-nine million two hundred four thousand eight hundred eighty-six (39,204,88620,455,939) shares of Preferred Stock, par value $0.0001 0.001 per share, six million (6,000,000) of which are designated Series A Preferred Stock, all of which are issued and outstanding, eight million one hundred one thousand one hundred one (8,101,101A) of which are designated Series B Preferred Stock, all of which are issued and outstanding, one million five hundred fourteen thousand six nine hundred forty-five thousand nine hundred thirty-nine (1,514,645945,939) of which are shares have been designated Series C A-1 Preferred Stock, all of which are issued and outstandingpar value $0.001 per share, eleven million one nine hundred fiftyforty-four thousand eight hundred two (11,154,802) of which are designated Series D Preferred Stock, ten million four hundred ninety-six five thousand nine hundred seventythirty-three nine (10,496,973945,939) of which are issued and outstanding, six (B) two million four eight hundred thirtythousand (2,800,000) shares have been designated Series A-2 Preferred Stock, par value $0.001 per share, two million seven hundred seventy-four thousand three five hundred thirtyninety-eight four (6,434,338) of which are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five (6,156,7752,774,594) of which are issued and outstanding, and (C) four million seven hundred ten thousand (4,710,000) shares have been designated Series B-1 Preferred Stock, par value $0.001 per share, four million seven hundred two thousand six million hundred forty (6,000,0004,702,640) of which are issued and outstanding and (D) twelve million (12,000,000) shares have been designated Series F B-2 Preferred Stock, none par value $0.001 per share, five million five hundred twenty-three thousand three hundred thirty-seven (5,523,337) of which are issued and outstanding. The Company has a right Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B-1 Preferred Stock and the Series B-2 Preferred Stock are referred to collectively as the “Preferred Stock.” A detailed schedule of first refusal over transfers of all outstanding shares the Company’s holders of Common StockStock and Preferred Stock is set forth in Schedule 4.3(a) of the Schedule of Exceptions. (b) The Company has reserved fifteen Under the Company’s 2005 Equity Incentive Plan (the “Plan”), (i) one million seven four hundred twenty-five thousand two hundred twenty-one (1,425,221) shares have been issued pursuant to restricted stock purchase agreements and/or the exercise of outstanding options, (ii) options to purchase two million two hundred sixty-six thousand three hundred fifty-seven one (2,266,351) shares are currently outstanding, and (iii) thirty-three thousand six four hundred fortytwenty-two eight (15,757,64233,428) shares of Common Stock remain available under the Plan for future issuance to officers, directors, employees and consultants of the Company pursuant to its 2002 Stock Plan duly adopted by the Board Company. A detailed schedule of Directors and approved by the Company’s stockholders, as amended (the “Stock Plan”) or other plans, agreements or arrangements approved by the Board of Directors. Of such reserved shares of Common Stock, 1,577,261 shares have been optionholders holding options issued pursuant to exercised options, options to purchase 9,380,769 shares have been granted and are currently outstanding and 4,799,612 shares of Common Stock remain available for issuance pursuant to future grants under the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance to Lighthouse Capital Partners IV, L.P. and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (the “Lighthouse Warrants”), (ii) an aggregate maximum of 65,000 shares of Common Stock pursuant to the Non-Qualified Stock Option Agreement dated as of February 23, 2004 and Non-Qualified Stock Option Agreement dated as of January 1, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP (the “Xxxxxx Options”), (iii) 9,100 shares of Common Stock for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25, 2005 (the “Oxford Warrant”), (iv) an aggregate of 323,569 shares of Series D Preferred Stock for issuance to certain investors of the Company pursuant to warrants dated May 25, 2006 (the “Bridge Warrants”), (v) 3,577 shares of Common Stock for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17, 2007, (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”). At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options and as is set forth on Section 3.3(bin Schedule 4.3(b) of the Schedule of Exceptions or options that Exceptions. (c) Other than the shares reserved for issuance under the Plan and except as may be issued in the ordinary course of business after the date of this Agreement, (ii) the conversion privileges of the Preferred Stock and (iii) the rights granted pursuant to this Agreement and the Related AgreementsAgreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. A detailed schedule of the Company’s optionholders (except as described in Schedule 4.3(b)) or warrantholders is set forth in Schedule 4.3(c) of the Schedule of Exceptions. (cd) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and nonassessable, (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities; and (iii) are subject to a right of first refusal in favor of the Company upon transfer. (e) All options granted and Common Stock issued vest as follows: twenty-five percent (25%) of the shares vest one (1) year following the vesting commencement date, with the remaining seventy-five percent (75%) vesting in equal monthly installments over the next three (3) years. No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of (i) termination of employment or consulting services (whether actual or constructive); (ii) any merger, consolidated sale of stock or assets, change in control or any other transaction(s) by the Company; or (iii) the occurrence of any other event or combination of events. (f) The rights, preferences, privileges and restrictions of the shares of the Preferred Stock are as stated in the Restated Certificate. Each outstanding share of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof. A sufficient number of shares of Series B-2 Preferred has been duly and validly reserved for issuance pursuant to Section 2.3(c) and Section 2.3(i) hereof. When issued against payment therefor in accordance with this Agreement and the Notes, the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided that the Conversion Shares shall be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. (g) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Initial Closing, consists will consist of thirty nine million, seven hundred ninety one thousand three hundred thirty two (i39,791,332) sixty-shares, twenty two million three hundred fifty eight thousand five hundred forty six (22,358,546) shares of which shall be Common Stock (the "Common Stock") and seventeen million four hundred thirty two thousand seven hundred eighty six (68,000,00017,432,786) shares of which shall be Preferred Stock (the "Preferred Stock"). Of the Preferred Stock, six million seven hundred thousand (6,700,000) shares are designated "Series A Preferred Stock" (the "Series A Preferred"), nine million thirty two thousand seven hundred eighty six (9,032,786) shares are designated "Series B Preferred Stock" (the "Series B Preferred"), five hundred thousand (500,000) shares designated "Series S-1 Preferred Stock" (the "Series S-1 Preferred") and four hundred thirty thousand one hundred eight (430,108) shares are designated "Series R Preferred Stock" (the "Series R Preferred"). On the date hereof, three million six hundred thirty three thousand sixteen (3,633,016) shares of Common Stock, par value $0.0001 per share, of which three million nine hundred nineteen thousand six hundred seventy-three (3,919,673) shares are issued and outstanding, and (ii) thirty-nine million two hundred four thousand eight hundred eighty-six (39,204,886) shares of Preferred Stock, par value $0.0001 per share, six million (6,000,000) of which are designated Series A Preferred Stock, all of which are issued and outstanding, eight million one hundred one thousand one hundred one (8,101,101) of which are designated Series B Preferred Stock, all of which are issued and outstanding, one million five hundred fourteen thousand six hundred forty-five (1,514,645) of which are designated Series C Preferred Stock, all of which are issued and outstanding, eleven million one hundred fifty-four thousand eight hundred two (11,154,802) of which are designated Series D Preferred Stock, ten million four hundred ninety-six thousand nine hundred seventy-three (10,496,973) of which Stock are issued and outstanding, six million four hundred thirty-four thousand three hundred thirty-eight (6,434,338) of which are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five thousand (6,156,7756,700,000) shares of which Series A Preferred Stock are issued and outstanding, nine million thirty two thousand seven hundred eighty six (9,032,786) shares of Series B Preferred Stock are issued and six million outstanding, two hundred thousand (6,000,000200,000) shares of which Series S-1 Preferred Stock are designated outstanding and four hundred thirty thousand one hundred eight (430,108) shares of Series F R Preferred Stock, none of which are issued and outstanding. The Company has a right of first refusal over transfers of all All issued and outstanding shares of Common Stock. the Company's capital stock (bi) have been duly authorized and validly issued, (ii) are fully paid and nonassessable, and (iii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Company has rights, preferences, privileges and restrictions of the Shares are as stated in the Amended and Restated Articles. The Conversion Shares have been duly and validly reserved fifteen for issuance. Other than options to acquire one million seven five hundred fifty-seven thousand six hundred forty-two twenty nine thousand, ninety three (15,757,6421,529,093) shares of Common Stock for issuance to held by officers, directors, employees and consultants of the Company pursuant to its 2002 Stock Plan duly adopted by Company, and the Board of Directors and approved by First Amended Investor Rights Agreement between the Company’s stockholders, as amended (the “Stock Plan”) or other plans, agreements or arrangements approved by the Board certain holders of Directors. Of such reserved shares of its Common Stock, 1,577,261 shares have been issued pursuant to exercised options, options to purchase 9,380,769 shares have been granted and are currently outstanding and 4,799,612 shares the holders of Common Stock remain available for issuance pursuant to future grants under the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance to Lighthouse Capital Partners IV, L.P. and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (the “Lighthouse Warrants”), (ii) an aggregate maximum of 65,000 shares of Common Stock pursuant to the Non-Qualified Stock Option Agreement dated as of February 23, 2004 and Non-Qualified Stock Option Agreement dated as of January 1, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP (the “Xxxxxx Options”), (iii) 9,100 shares of Common Stock for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25, 2005 (the “Oxford Warrant”), (iv) an aggregate of 323,569 shares of its Series D Preferred Stock for issuance to certain investors of the Company pursuant to warrants dated May 25, 2006 (the “Bridge Warrants”), (v) 3,577 shares of Common Stock for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17, 2007, (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”). At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options and as set forth on Section 3.3(b) of the Schedule of Exceptions or options that may be issued in the ordinary course of business after the date of this Agreement, (ii) the conversion privileges of the A Preferred Stock and (iii) the rights granted pursuant to this Agreement and the Related AgreementsSeries B Preferred Stock, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder shareholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were . When issued in compliance with all applicable the provisions of this Agreement and the Amended and Restated Articles, the Shares and the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Shares and the Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. Except as may be set forth in the Amended and federal laws concerning Restated Articles, the issuance Company has no obligation to repurchase any of securitiesits stock.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Initial Closing, consists of (i) sixty-eight thirty million (68,000,00030,000,000) shares of Common Stock, par value $0.0001 0.001 per share, two million seven hundred sixty-seven thousand five hundred thirty-five (2,767,535) of which three million nine hundred nineteen thousand six hundred seventy-three (3,919,673) shares are issued and outstanding, and (ii) eighteen million eight hundred eighty thousand nine hundred thirty-nine million two hundred four thousand eight hundred eighty-six (39,204,88618,880,939) shares of Preferred Stock, par value $0.0001 0.001 per share, six million (6,000,000) of which are designated Series A Preferred Stock, all of which are issued and outstanding, eight million one hundred one thousand one hundred one (8,101,101A) of which are designated Series B Preferred Stock, all of which are issued and outstanding, one million five hundred fourteen thousand six nine hundred forty-five thousand nine hundred thirty-nine (1,514,645945,939) of which are shares have been designated Series C A-1 Preferred Stock, all of which are issued and outstandingpar value $0.001 per share, eleven million one nine hundred fiftyforty-four thousand eight hundred two (11,154,802) of which are designated Series D Preferred Stock, ten million four hundred ninety-six five thousand nine hundred seventythirty-three nine (10,496,973945,939) of which are issued and outstanding, six (B) two million four eight hundred thirtythousand (2,800,000) shares have been designated Series A-2 Preferred Stock, par value $0.001 per share, two million seven hundred seventy-four thousand three five hundred thirtyninety-eight four (6,434,338) of which are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five (6,156,7752,774,594) of which are issued and outstanding, and (C) four million seven hundred ten thousand (4,710,000) shares have been designated Series B-1 Preferred Stock, par value $0.001 per share, four million seven hundred two thousand six million hundred forty (6,000,0004,702,640) of which are issued and outstanding and (D) ten million four hundred twenty-five thousand (10,425,000) shares have been designated Series F B-2 Preferred Stock, none par value $0.001 per share, five million five hundred twenty-three thousand three hundred thirty-seven (5,523,337) of which are issued and outstanding. The Company has a right Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B-1 Preferred Stock and the Series B-2 Preferred Stock are referred to collectively as the “Preferred Stock.” A detailed schedule of first refusal over transfers of all outstanding shares the Company’s holders of Common StockStock and Preferred Stock is set forth in Schedule 5.3(a) of the Schedule of Exceptions. (b) The Company has reserved fifteen Under the Company’s 2005 Equity Incentive Plan (the “Plan”), (i) one million seven four hundred fifty-seven twenty five thousand thirty five (1,425,035) shares have been issued pursuant to restricted stock purchase agreements and/or the exercise of outstanding options, (ii) options to purchase two million two hundred eighty one thousand thirty nine (2,281,039) shares are currently outstanding, and (iii) fifty one thousand one hundred fifty six hundred forty-two (15,757,64251,156) shares of Common Stock remain available under the Plan for future issuance to officers, directors, employees and consultants of the Company pursuant to its 2002 Stock Plan duly adopted by the Board Company. A detailed schedule of Directors and approved by the Company’s stockholders, as amended (the “Stock Plan”) or other plans, agreements or arrangements approved by the Board of Directors. Of such reserved shares of Common Stock, 1,577,261 shares have been optionholders holding options issued pursuant to exercised options, options to purchase 9,380,769 shares have been granted and are currently outstanding and 4,799,612 shares of Common Stock remain available for issuance pursuant to future grants under the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance to Lighthouse Capital Partners IV, L.P. and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (the “Lighthouse Warrants”), (ii) an aggregate maximum of 65,000 shares of Common Stock pursuant to the Non-Qualified Stock Option Agreement dated as of February 23, 2004 and Non-Qualified Stock Option Agreement dated as of January 1, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP (the “Xxxxxx Options”), (iii) 9,100 shares of Common Stock for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25, 2005 (the “Oxford Warrant”), (iv) an aggregate of 323,569 shares of Series D Preferred Stock for issuance to certain investors of the Company pursuant to warrants dated May 25, 2006 (the “Bridge Warrants”), (v) 3,577 shares of Common Stock for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17, 2007, (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”). At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options and as is set forth on Section 3.3(bin Schedule 5.3(b) of the Schedule of Exceptions or options that Exceptions. (c) Other than the shares reserved for issuance under the Plan and except as may be issued in the ordinary course of business after the date of this Agreement, (ii) the conversion privileges of the Preferred Stock and (iii) the rights granted pursuant to this Agreement and the Related Ancillary Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. A detailed schedule of the Company’s optionholders (except as described in Schedule 5.3(b)) or warrantholders is set forth in Schedule 5.3(c) of the Schedule of Exceptions. (cd) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and nonassessable, (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities; and (iii) are subject to a right of first refusal in favor of the Company upon transfer. (e) All options granted and Common Stock issued vest as follows: twenty-five percent (25%) of the shares vest one (1) year following the vesting commencement date, with the remaining seventy-five percent (75%) vesting in equal monthly installments over the next three (3) years. No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of (i) termination of employment or consulting services (whether actual or constructive); (ii) any merger, consolidated sale of stock or assets, change in control or any other transaction(s) by the Company; or (iii) the occurrence of any other event or combination of events. (f) The rights, preferences, privileges and restrictions of the shares of the Preferred Stock are as stated in the Restated Certificate. Each outstanding share of Preferred Stock is convertible into the Company’s Common Stock on a one-for-one basis as of the date hereof. A sufficient number of shares of Series B-2 Preferred has been duly and validly reserved for issuance pursuant to Section 2.2(b) hereof. The issuance of the shares of Series B-2 Preferred upon conversion of the Notes or exercise of the Warrants, in either case, into shares of Series B-2 Preferred, will not alter the conversion ratio set forth under the Restated Certificate or cause an anti-dilution adjustment to any existing series of the Company’s Preferred Stock. When issued in compliance with Section 2.2(b) of this Agreement and the Restated Certificate, the shares of Series B-2 Preferred will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, that the shares of Series B-2 Preferred may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. (g) All outstanding shares of Common Stock and Preferred Stock, and all shares of Common Stock and Preferred Stock issuable upon the exercise or conversion of outstanding options, warrants or other exercisable or convertible securities are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to of the Initial Closingdate hereof, consists of (i) sixty-eight five million (68,000,00065,000,000) shares of Common Stock, par value $0.0001 0.001 per share, three million five hundred sixteen thousand three hundred seventy five (3,516,375) shares of which three million nine hundred nineteen thousand six hundred seventy-three (3,919,673) shares are issued and outstanding, and (ii) forty-six million four hundred seventy-four thousand seven hundred thirty-nine million two hundred four thousand eight hundred eighty-six (39,204,88646,474,738) shares of Preferred Stock, par value $0.0001 0.001 per share, six twelve million nine hundred seventy-four thousand seven hundred thirty-eight (6,000,00012,974,738) shares of which are designated Series A Preferred Stock, all of which are issued and outstanding, eight outstanding and thirty-three million one five hundred one thousand one hundred one (8,101,10133,500,000) shares of which are designated Series B Preferred Stock, all of which are issued and outstanding, one thirty million five hundred fourteen thousand six hundred forty-five (1,514,645) of which are designated Series C Preferred Stock, all of which are issued and outstanding, eleven million one hundred fifty-four thousand eight hundred two (11,154,802) of which are designated Series D Preferred Stock, ten million four hundred ninety-six thousand nine hundred seventy-three (10,496,97330,000,000) of which are issued and outstanding (b) The authorized capital stock of the Company, six million immediately prior to the Closing, will consist of (i) four hundred thirty-four fifty million (450,000,000) shares of Common Stock, par value $0.001 per share, one hundred seventeen million two hundred sixty six thousand three one hundred thirty-forty eight (6,434,338117,266,148) shares of which are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five (6,156,775) of which are will be issued and outstanding, and (ii) one hundred ninety four million four hundred forty six thousand five hundred one (194,446,501) shares of Preferred Stock, par value $0.001 per share, Five million four hundred forty six thousand five hundred (6,000,0005,446,500) shares of which will be designated Series A-1 Preferred Stock, par value $0.001 per share, Five million four hundred twenty five thousand two hundred seven (5,425,207) of which are will be issued and outstanding; one (1) share of which will be designated Series F A-2 Preferred Stock, par value $0.001 per share, which will not be issued and outstanding; nine million (9,000,000) shares of which will be designated Series B-1 Preferred Stock, par value $0.001 per share, all of which will be issued and outstanding, and one hundred eighty million (180,000,000) shares of which will be designated Series C Preferred Stock, par value $0.001 per share, none of which are will be issued and outstanding. The Company has a right of first refusal over transfers of all outstanding shares of Common Stock. (bc) The Company has reserved fifteen million seven As of the date hereof, under the Company’s 2001 Equity Incentive Plan (the “Plan”), (i) twenty three thousand two hundred fifty-seven thousand six hundred forty-two three (15,757,64223,203) shares of Common Stock have been issued pursuant to restricted stock purchase agreements and/or the exercise of outstanding options, (ii) options to purchase four million six hundred sixty thousand thirty three (4,660,033) shares of Common Stock have been granted and are currently outstanding, and (iii) two million one hundred ninety thousand three hundred thirty six (2,190,336) shares of Common Stock remain available for future issuance to officers, directors, employees and consultants of the Company Company. (d) Other than one hundred forty seven thousand five hundred (147,500) shares of Series B Preferred Stock reserved for issuance pursuant to its 2002 Stock Plan duly adopted by the Board of Directors and approved by the Company’s stockholders, as amended outstanding warrants (the “Stock Plan”) or other plans, agreements or arrangements approved by the Board of Directors. Of such reserved shares of Common Stock, 1,577,261 shares have been issued pursuant to exercised options, options which will be converted into warrants to purchase 9,380,769 shares have been granted and are currently outstanding and 4,799,612 one hundred sixty two thousand two hundred fifty (162,250) shares of Common Stock remain available and twenty one thousand one hundred thirty seven (21,137) shares of Series A-1 Preferred Stock automatically upon filing of the New Charter), the shares reserved for issuance pursuant to future grants under the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance to Lighthouse Capital Partners IV, L.P. and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (the “Lighthouse Warrants”), (ii) an aggregate maximum of 65,000 shares of Common Stock except as may be granted pursuant to the Non-Qualified Stock Option Agreement dated as of February 23, 2004 and Non-Qualified Stock Option Agreement dated as of January 1, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP (the “Xxxxxx Options”), (iii) 9,100 shares of Common Stock for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25, 2005 (the “Oxford Warrant”), (iv) an aggregate of 323,569 shares of Series D Preferred Stock for issuance to certain investors of the Company pursuant to warrants dated May 25, 2006 (the “Bridge Warrants”), (v) 3,577 shares of Common Stock for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17, 2007, (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”). At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options and as set forth on Section 3.3(b) of the Schedule of Exceptions or options that may be issued in the ordinary course of business after the date of this Exchange Agreement, (ii) the conversion privileges of the Preferred Stock and (iii) the rights granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securitiessecurities as of the date hereof. (ce) Immediately prior to the Closing, other than one hundred sixty two thousand two hundred fifty (162,250) shares of Common Stock and twenty one thousand one hundred thirty seven (21,137) shares of Series A-1 Preferred Stock that will be reserved for issuance pursuant to outstanding warrants, the shares that will be reserved for issuance under the Plan, and except as may be granted pursuant to the Exchange Agreement, this Agreement and the Related Agreements, there will be no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. At the Closing, all such preemptive rights will have been properly waived or complied with respect to all prior issuances of capital stock and with respect to the issuance of the Shares and Conversion Shares. (f) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable nonassessable, and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. (g) Effective as of the Closing, the debt obligations of the Company to Comdisco, Inc., Comerica Bank (California), GATX Ventures, Inc., and Dominion Venture Finance L.L.C. will be restructured as set forth on Exhibit G. (h) As of the Closing, the rights, preferences, privileges and restrictions of the Shares will be as stated in the Restated Charter. Each share of Series C Preferred Stock will be convertible into Common Stock on a one-for-one basis as of the Closing. The Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Restated Charter, the Shares and the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than liens and encumbrances created by or imposed upon Purchasers; provided, however, that the Shares and the Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Initial Closing, consists of will consist of: (i) sixty-eight Twenty three million (68,000,00023,000,000) shares of Common Stock, Stock (par value $0.0001 0.001 per share), seven million five hundred sixty eight thousand one hundred twenty five (7,568,125) shares of which three million nine hundred nineteen thousand six hundred seventy-three (3,919,673) shares are issued and outstanding, and ; and (ii) thirty-nine Seven million two hundred four thousand eight hundred eighty-six (39,204,8867,200,000) shares of Preferred Stock, Stock (par value $0.0001 0.001 per share, six ), (1) two million (6,000,0002,000,000) shares of which are designated Series A Preferred Stock, all one million one hundred sixteen thousand seventy-one (1,116,071) of which are issued and outstanding, eight , (2) three million one hundred one thousand one hundred one (8,101,1013,000,000) shares of which are designated Series B Preferred Stock, all two million six hundred thirty one thousand five hundred seventy nine (2,631,579) of which are issued and outstanding, one and (3) two million five two hundred fourteen thousand six hundred forty-five (1,514,6452,200,000) shares of which are designated Series C Preferred Stock, all of which are issued and outstanding, eleven million one hundred fifty-four thousand eight hundred two (11,154,802) of which are designated Series D Preferred Stock, ten million four hundred ninety-six thousand nine hundred seventy-three (10,496,973) of which are issued and outstanding, six million four hundred thirty-four thousand three hundred thirty-eight (6,434,338) of which are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five (6,156,775) of which are issued and outstanding, and six million (6,000,000) of which are designated Series F Preferred Stock, none of which are were issued and outstanding. The Company has a right of first refusal over transfers of all outstanding shares of Common Stockprior to the Closing. (b) The Company has Four million one hundred thirty thousand (4,130,000) shares of shares of Common Stock have been reserved fifteen for issuance to employees pursuant to the Company's Amended and Restated 1998 Equity Incentive Plan (the "Plan"). Of such reserved shares of Common Stock under the Plan, (i) two million seven sixty-eight thousand one hundred fiftytwenty-seven five (2,068,125) shares have been issued pursuant to restricted stock purchase agreements and are included within the number of shares of Common Stock specified as being outstanding in subsection (a)(i) above, and (ii) two million sixty-one thousand six eight hundred forty-two seventy five (15,757,6422,061,875) shares of Common Stock remain available for issuance to officers, directors, employees and consultants of the Company pursuant to its 2002 Stock such Plan. (c) Other than outstanding options granted under the Plan duly adopted by for the Board purchase of Directors and approved by the Company’s stockholders, as amended up to three hundred seventy-two thousand five hundred (the “Stock Plan”372,500) or other plans, agreements or arrangements approved by the Board of Directors. Of such reserved shares of Common Stock, 1,577,261 shares have been issued pursuant to exercised options, options to purchase 9,380,769 shares have been granted and are currently outstanding and 4,799,612 other than the balance of one million six hundred eighty-nine thousand three hundred seventy-five (1,689,375) shares of Common Stock remain available still reserved for issuance pursuant to future grants under the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance to Lighthouse Capital Partners IVPlan beyond those options, L.P. and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (the “Lighthouse Warrants”), (ii) an aggregate maximum of 65,000 shares of Common Stock pursuant to the Non-Qualified Stock Option Agreement dated except as of February 23, 2004 and Non-Qualified Stock Option Agreement dated as of January 1, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP (the “Xxxxxx Options”), (iii) 9,100 shares of Common Stock for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25, 2005 (the “Oxford Warrant”), (iv) an aggregate of 323,569 shares of Series D Preferred Stock for issuance to certain investors of the Company pursuant to warrants dated May 25, 2006 (the “Bridge Warrants”), (v) 3,577 shares of Common Stock for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17, 2007, (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”). At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options and as set forth on Section 3.3(b) of the Schedule of Exceptions or options that may be issued in the ordinary course of business after the date of this Agreement, (ii) the conversion privileges of the Preferred Stock and (iii) the rights granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder shareholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (cd) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock (i) have been duly authorized and validly issued and (ii) are fully paid and nonassessable nonassessable. The rights, preferences, privileges and (ii) were restrictions of the Shares are as stated in the Charter. Each series of Preferred Stock is convertible into Common Stock on a one-for-one basis. The Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with all applicable the provisions of this Agreement and the Charter, the Shares and the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than liens and encumbrances created by or imposed upon the Purchasers; provided, however, that the Shares and the Conversion Shares may be subject to restrictions on transfer under state and and/or federal securities laws concerning as set forth herein or as otherwise required by such laws at the issuance of securitiestime a transfer is proposed.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Initial Closing, consists of (i) sixtythirty-eight million (68,000,00038,000,000) shares of Common Stock, par value $0.0001 per share, of which three five million nine hundred nineteen thousand six eight hundred seventy-three two thousand nine hundred and sixteen (3,919,6735,872,916) shares of which are issued and outstanding, and (ii) thirtyfifteen million four hundred ninety-nine million two thousand five hundred four thousand eight hundred eightyninety-six three (39,204,88615,492,593) shares of Preferred Stock, par value $0.0001 per share, six two million five hundred ninety-two thousand five hundred ninety-three (6,000,0002,592,593) shares of which are designated Series A Preferred Stock, all of which are issued and outstanding, eight and ten million one hundred one thousand one hundred one (8,101,10110,000,000) shares of which are designated Series B Preferred Stock, all of which are issued and outstanding, one nine million five nine hundred fourteen thousand six hundred forty-five (1,514,645) of which are designated Series C Preferred Stock, all of which are issued and outstanding, eleven million one hundred fiftysixty-four thousand eight two hundred two (11,154,802) of which are designated Series D Preferred Stock, ten million four hundred ninetyand eighty-six thousand nine hundred seventy-three (10,496,9739,964,286) of which are issued and outstanding, six . Of the Preferred Stock two million four nine hundred thirty-four thousand three hundred thirty-eight (6,434,3382,900,000) of which shares are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five (6,156,775) of which are issued and outstanding, and six million (6,000,000) of which are designated Series F B-1 Preferred Stock, none of which are issued and outstanding. The Company has a right of first refusal over transfers of all outstanding shares of Common Stockimmediately prior to the Closing. (b) The Company has reserved fifteen Under the Company's 2000 Equity Incentive Plan (the "Plan"), (i) three hundred six thousand five hundred (306,500) shares have been issued pursuant to restricted stock purchase agreements and/or the exercise of outstanding options, (ii) options to purchase one million seven eight hundred fiftysixty-three thousand five hundred (1,863,500) shares of Common Stock have been granted and are currently outstanding, and (iii) one million four hundred thirty-seven thousand six hundred fortyfifty-two seven (15,757,6421,437,657) shares of Common Stock remain available for future issuance to officers, directors, employees and consultants of the Company pursuant to its 2002 Stock Plan duly adopted by the Board of Directors and approved by the Company’s stockholders, as amended (the “Stock Plan”) or other plans, agreements or arrangements approved by the Board of Directors. Of such reserved shares of Common Stock, 1,577,261 shares have been issued pursuant to exercised options, options to purchase 9,380,769 shares have been granted and are currently outstanding and 4,799,612 shares of Common Stock remain available for issuance pursuant to future grants under the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance to Lighthouse Capital Partners IV, L.P. and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (the “Lighthouse Warrants”), (ii) an aggregate maximum of 65,000 shares of Common Stock pursuant to the Non-Qualified Stock Option Agreement dated as of February 23, 2004 and Non-Qualified Stock Option Agreement dated as of January 1, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP (the “Xxxxxx Options”), (iii) 9,100 shares of Common Stock for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25, 2005 (the “Oxford Warrant”), (iv) an aggregate of 323,569 shares of Series D Preferred Stock for issuance to certain investors of the Company pursuant to warrants dated May 25, 2006 (the “Bridge Warrants”), (v) 3,577 shares of Common Stock for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17, 2007, (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”). At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options and as set forth on Section 3.3(b) of the Schedule of Exceptions or options that may be issued in the ordinary course of business after the date of this Agreement, (ii) the conversion privileges of the Preferred Stock and (iii) the rights granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Initial Closing, consists will consist of thirty nine million eight hundred twenty one thousand four hundred forty (i39,821,440) sixty-shares, twenty two million seven hundred fifty eight thousand five hundred forty six (22,758,546) shares of which shall be Common Stock (the "Common Stock") and seventeen million sixty two thousand eight hundred ninety four (68,000,00017,062,894) shares of which shall be Preferred Stock (the "Preferred Stock"). Of the Preferred Stock, six million seven hundred thousand (6,700,000) shares are designated "Series A Preferred Stock" (the "Series A Preferred"), nine million thirty two thousand seven hundred eighty six (9,032,786) shares are designated "Series B Preferred Stock" (the "Series B Preferred"), five hundred thousand (500,000) shares are hereby designated "Series S-1 Preferred Stock" (the "Series S-1 Preferred"), four hundred thirty thousand one hundred eight (430,108) shares are designated "Series R Preferred Stock" (the "Series R Preferred"), and four hundred thousand (400,000) shares are designated "Series T Preferred Stock" (the "Series T Preferred"). On the date hereof, three million seven hundred twelve thousand two hundred eighty six (3,712,286) shares of Common Stock, par value $0.0001 per share, of which three million nine hundred nineteen thousand six hundred seventy-three (3,919,673) shares are issued and outstanding, and (ii) thirty-nine million two hundred four thousand eight hundred eighty-six (39,204,886) shares of Preferred Stock, par value $0.0001 per share, six million (6,000,000) of which are designated Series A Preferred Stock, all of which are issued and outstanding, eight million one hundred one thousand one hundred one (8,101,101) of which are designated Series B Preferred Stock, all of which are issued and outstanding, one million five hundred fourteen thousand six hundred forty-five (1,514,645) of which are designated Series C Preferred Stock, all of which are issued and outstanding, eleven million one hundred fifty-four thousand eight hundred two (11,154,802) of which are designated Series D Preferred Stock, ten million four hundred ninety-six thousand nine hundred seventy-three (10,496,973) of which Stock are issued and outstanding, six million four hundred thirty-four thousand three hundred thirty-eight (6,434,338) of which are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five thousand (6,156,7756,700,000) shares of which Series A Preferred Stock are issued and outstanding, nine million thirty two thousand seven hundred eighty six (9,032,786) shares of Series B Preferred Stock are issued and outstanding, two hundred thousand (200,000) shares of Series S-1 Preferred Stock are issued and outstanding, and six million four hundred thirty thousand one hundred eight (6,000,000430,108) shares of which are designated Series F R Preferred Stock, none of which Stock are issued and outstanding. The Company has a right of first refusal over transfers of all All issued and outstanding shares of Common Stock. the Company's capital stock (bi) have been duly authorized and validly issued, (ii) are fully paid and nonassessable, and (iii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Company has rights, preferences, privileges and restrictions of the Shares are as stated in the Amended and Restated Articles. The Conversion Shares have been duly and validly reserved fifteen for issuance. Other than options outstanding to acquire one million three hundred eighty two thousand seven hundred fifty-seven thousand six hundred forty-two eight (15,757,6421,382,708) shares of Common Stock for issuance to held by officers, directors, employees and consultants of the Company pursuant to its 2002 Stock Plan duly adopted by Company, and the Board of Directors and approved by First Amended Investor Rights Agreement between the Company’s stockholders, as amended (the “Stock Plan”) or other plans, agreements or arrangements approved by the Board certain holders of Directors. Of such reserved shares of its Common Stock, 1,577,261 shares have been issued pursuant to exercised options, options to purchase 9,380,769 shares have been granted and are currently outstanding and 4,799,612 shares the holders of Common Stock remain available for issuance pursuant to future grants under the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance to Lighthouse Capital Partners IV, L.P. and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (the “Lighthouse Warrants”), (ii) an aggregate maximum of 65,000 shares of Common Stock pursuant to the Non-Qualified Stock Option Agreement dated as of February 23, 2004 and Non-Qualified Stock Option Agreement dated as of January 1, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP (the “Xxxxxx Options”), (iii) 9,100 shares of Common Stock for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25, 2005 (the “Oxford Warrant”), (iv) an aggregate of 323,569 shares of its Series D Preferred Stock for issuance to certain investors of the Company pursuant to warrants dated May 25, 2006 (the “Bridge Warrants”), (v) 3,577 shares of Common Stock for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17, 2007, (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”). At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options and as set forth on Section 3.3(b) of the Schedule of Exceptions or options that may be issued in the ordinary course of business after the date of this Agreement, (ii) the conversion privileges of the A Preferred Stock and (iii) the rights granted pursuant to this Agreement and the Related AgreementsSeries B Preferred Stock, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder shareholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were . When issued in compliance with all applicable the provisions of this Agreement and the Amended and Restated Articles, the Shares and the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Shares and the Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. Except as may be set forth in the Amended and federal laws concerning Restated Articles, the issuance Company has no obligation to repurchase any of securitiesits stock.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Initial First Closing, consists will consist of eighty-three million (i83,000,000) shares of Common Stock and sixty-five million four hundred forty-five thousand (65,445,000) shares of Series Preferred. Four million four hundred sixty-five thousand nine hundred ninety-eight (4,465,998) shares of Common Stock are issued and outstanding. The Company has reserved twelve million six hundred seventeen thousand three hundred twenty (68,000,00012,617,320) shares of Common Stock for issuance to employees, consultants and other service providers pursuant to its 1998 Equity Incentive Plan (the "PLAN"). Seven hundred thirty nine thousand five hundred thirty five (739,535) shares of the issued and outstanding Common Stock are shares purchased pursuant to restricted stock agreements under the Plan, and ninety-two thousand three (92,003) shares of the issued and outstanding Common Stock are shares purchased pursuant to exercises of options granted under the Plan. There are outstanding options or purchase rights which have been issued to the Company's employees, consultants and other service providers pursuant to the Plan to purchase up to one million seven hundred thirteen thousand seven hundred eighty-four (1,713,784) shares of Common Stock, par value $0.0001 per share, of which three and ten million seventy-one thousand nine hundred nineteen thousand six hundred seventyninety-three eight (3,919,673) shares are issued and outstanding, and (ii) thirty-nine million two hundred four thousand eight hundred eighty-six (39,204,88610,071,998) shares of Common Stock are reserved for options or purchase rights which have not been granted as of the date hereof under the Plan. Six million thirty-five thousand (6,035,000) shares of Series Preferred Stock, par value $0.0001 per share, six million (6,000,000) of which are designated Series A Preferred Stock, all six million thirty-five thousand (6,035,000) shares of which are issued and outstanding, eight million one . Eight hundred one ten thousand one hundred one (8,101,101810,000) shares of which Series Preferred are designated Series B Preferred Stock, all eight hundred three thousand six hundred six (803,606) shares of which are issued and outstanding, . Thirteen million one million five hundred fourteen thousand six hundred forty-five (1,514,64513,100,000) shares of which Series Preferred are designated Series C Preferred Stock, all thirteen million ninety thousand nine hundred ten (13,090,910) shares of which are issued and outstanding, eleven . Forty-five million one five hundred fifty-four thousand eight hundred two (11,154,80245,500,000) shares of which Series Preferred are designated Series D Preferred Stock, ten million four hundred ninety-six thousand nine hundred seventy-three (10,496,973) of which are issued and outstanding, six million four hundred thirty-four thousand three hundred thirty-eight (6,434,338) of which are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five (6,156,775) of which are issued and outstanding, and six million (6,000,000) of which are designated Series F Preferred Stock, none of which are issued and outstanding. The Company has a right of first refusal over transfers of all All issued and outstanding shares of Common Stock. (b) The Company has reserved fifteen million seven hundred fifty-seven thousand six hundred forty-two (15,757,642) shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2002 Stock Plan duly adopted by the Board of Directors and approved by the Company’s stockholders, as amended (the “Stock Plan”) or other plans, agreements or arrangements approved by the Board of Directors. Of such reserved shares of 's Common Stock, 1,577,261 shares have been issued pursuant to exercised optionsSeries A Preferred Stock, options to purchase 9,380,769 shares have been granted Series B Preferred Stock and are currently outstanding and 4,799,612 shares of Common Series C Preferred Stock remain available for issuance pursuant to future grants under the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance have been duly authorized and validly issued to Lighthouse Capital Partners IV, L.P. and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (the “Lighthouse Warrants”)persons listed on Exhibit F hereto, (ii) an aggregate maximum of 65,000 shares of Common Stock pursuant to the Non-Qualified Stock Option Agreement dated as of February 23are fully paid and nonassessable, 2004 and Non-Qualified Stock Option Agreement dated as of January 1, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP (the “Xxxxxx Options”), (iii) 9,100 shares were issued in compliance with all applicable state and federal laws concerning the issuance of Common Stock for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25securities. The rights, 2005 (the “Oxford Warrant”)preferences, (iv) an aggregate of 323,569 shares of Series D Preferred Stock for issuance to certain investors privileges and restrictions of the Company pursuant to warrants dated May 25, 2006 (Shares are as stated in the “Bridge Warrants”), (v) 3,577 shares of Common Stock Restated Certificate. The Conversion Shares have been duly and validly reserved for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17, 2007, (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”)issuance. At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options and Other than as set forth on Section 3.3(b) of the Schedule of Exceptions or options that Exhibit F, and except as may be issued in the ordinary course of business after the date of this Agreement, (ii) the conversion privileges of the Preferred Stock and (iii) the rights granted pursuant to this the Investor Rights Agreement and the Related AgreementsStockholders Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder shareholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (c) All issued and outstanding . Except for the Company's right to repurchase shares of stock from its directors and employees pursuant to certain restricted stock purchase agreements, agreements entered into pursuant to the Company’s Common Stock Plan and Preferred Stock (i) have been duly authorized provisions contained in the Restated Certificate and validly issued and Investor Rights Agreement, there are fully paid and nonassessable and (ii) were no outstanding rights or obligations of the Company to repurchase or redeem any of its securities. When issued in compliance with all applicable the provisions of this Agreement and the Certificate, the Shares and the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Shares and the Conversion Shares may be subject to restrictions on transfer under state and and/or federal securities laws concerning as set forth herein or as otherwise required by such laws at the issuance of securitiestime a transfer is proposed.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Initial Closing, consists of (i) sixtyforty-eight million (68,000,00048,000,000) shares of common stock of the Company ("Common Stock"), par value $0.0001 per share, six million one hundred six thousand two hundred and fifty (6,106,250) shares of which three million nine hundred nineteen thousand six hundred seventy-three (3,919,673) shares are issued and outstanding, and (ii) thirtytwenty million one hundred twenty-nine million two eight thousand three hundred four thousand eight hundred eighty-six three (39,204,88620,128,303) shares of preferred stock of the Company ("Preferred Stock"), par value $0.0001 per share, six two million five hundred ninety-two thousand five hundred ninety-three (6,000,0002,592,593) shares of which are designated Series A Preferred Stock, all of which are issued and outstanding, eight ten million one hundred one thousand one hundred one (8,101,10110,000,000) shares of which are designated Series B Preferred Stock, all nine million nine hundred sixty-four thousand two hundred and eighty-six (9,964,286) of which are issued and outstanding, outstanding and two million eight hundred fifty-seven thousand one million five hundred fourteen thousand six hundred fortythirty-five nine (1,514,6452,857,139) of which shares are designated Series C B-1 Preferred Stock, all of which are issued and outstanding, eleven outstanding immediately prior to the Closing. Of the Preferred Stock four million one seven hundred fiftyfourteen thousand two hundred eighty-four thousand eight hundred two five (11,154,8024,714,285) of which shares are designated Series D Preferred Stock, ten million four hundred ninety-six thousand nine hundred seventy-three (10,496,973) of which are issued and outstanding, six million four hundred thirty-four thousand three hundred thirty-eight (6,434,338) of which are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five (6,156,775) of which are issued and outstanding, and six million (6,000,000) of which are designated Series F C Preferred Stock, none of which are issued and outstanding. The Company has a right of first refusal over transfers of all outstanding shares of Common Stockimmediately prior to the Closing. (b) The Company has reserved fifteen Under the Company's 2000 Equity Incentive Plan (the "Plan"), (i) three hundred six thousand five hundred (306,500) shares have been issued pursuant to restricted stock purchase agreements and/or the exercise of outstanding options, (ii) options to purchase one million seven eight hundred fifty-three thousand five hundred (1,853,500) shares of Common Stock have been granted and are currently outstanding, and (iii) one million four hundred forty-seven thousand six hundred fortyfifty-two seven (15,757,6421,447,657) shares of Common Stock remain available for future issuance to officers, directors, employees and consultants of the Company pursuant to its 2002 Stock Plan duly adopted by the Board of Directors and approved by the Company’s stockholders, as amended . (the “Stock Plan”c) or other plans, agreements or arrangements approved by the Board of Directors. Of such reserved shares of Common Stock, 1,577,261 shares have been issued pursuant to exercised options, options to purchase 9,380,769 shares have been granted and are currently outstanding and 4,799,612 shares of Common Stock remain available for issuance pursuant to future grants under the Stock Plan. The Company has reserved Other than (i) an aggregate of 46,176 the shares of Common Stock reserved for issuance to Lighthouse Capital Partners IV, L.P. and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (under the “Lighthouse Warrants”)Plan, (ii) an aggregate maximum of 65,000 warrants to purchase up to seven hundred thousand (700,000) shares of Common Stock pursuant to the Non-Qualified Stock Option that certain Business Consultant and Management Agreement dated as of February 23July 20, 2004 and Non-Qualified Stock Option Agreement dated as of January 12000, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP (the “Xxxxxx Options”)Oryx Technologies, (iii) 9,100 shares Inc., all of Common Stock for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25which have been exercised, 2005 (the “Oxford Warrant”), (iv) an aggregate of 323,569 shares of Series D Preferred Stock for issuance to certain investors of the Company pursuant to warrants dated May 25, 2006 (the “Bridge Warrants”), (v) 3,577 shares of Common Stock for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17, 2007, (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”). At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options and as set forth on Section 3.3(b) of the Schedule of Exceptions or options that may be issued in the ordinary course of business after the date of this Agreement, (ii) the conversion privileges of the Preferred Stock and (iii) warrants to purchase up to thirty five thousand seven hundred fourteen (35,714) shares of the rights Company's Series B Preferred Stock issued to VMR High Octane Fund and except as may be granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder shareholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (cd) All issued and outstanding shares of the Company’s 's Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable nonassessable, and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. (e) The rights, preferences, privileges and restrictions of the Shares are as stated in the Restated Charter. Other than Series B-1 Preferred Stock, each series of Preferred Stock is convertible into Common Stock on a one-for-one basis as of the date hereof. Each share of Series B-1 Preferred Stock is convertible into two (2) shares of Common Stock as of the date hereof. The Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Restated Charter, the Shares and the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Shares and the Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed and will be subject to the terms of the Investor Rights Agreement, Co-Sale Agreement and the Company's Bylaws. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of any merger, consolidation, sale of stock or assets, change in control or any other transaction(s) by the Company.

Capitalization; Voting Rights. (a) The authorized capital stock of the Company, immediately prior to the Initial Closing, consists of (i) sixty-eight two million (68,000,00062,000,000) shares of Common Stock, par value $0.0001 per share, of which three million three hundred thirty-nine thousand seven hundred nineteen thousand six hundred seventy-three (3,919,6733,339,706) shares are issued and outstanding, and (ii) thirty-nine three million two hundred four thousand eight hundred eighty-six (39,204,88633,204,886) shares of Preferred Stock, par value $0.0001 per share, six million (6,000,0006,0000,000) of which are designated Series A Preferred Stock, all of which are issued and outstanding, eight million one hundred one thousand one hundred one (8,101,101) of which are designated Series B Preferred Stock, all of which are issued and outstanding, one million five hundred fourteen thousand six hundred forty-five (1,514,645) of which are designated Series C Preferred Stock, all of which are issued and outstanding, eleven million one hundred fifty-four thousand eight hundred two (11,154,802) of which are designated Series D Preferred Stock, ten million four hundred ninety-six thousand nine hundred seventy-three (10,496,973) of which are issued and outstanding, and six million four hundred thirty-four thousand three hundred thirty-eight (6,434,338) of which are designated Series E Preferred Stock, six million one hundred fifty-six seven hundred seventy five (6,156,775) of which are issued and outstanding, and six million (6,000,000) of which are designated Series F Preferred Stock, none of which are issued and outstanding. The Company has a right of first refusal over transfers of all outstanding shares of Common Stock. (b) The Company has reserved fifteen million seven hundred fifty-seven thousand six hundred forty-two (15,757,642) 12,457,642 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2002 Stock Plan duly adopted by the Board of Directors and approved by the Company’s stockholders, as amended (the “Stock Plan”) or other plans, agreements or arrangements approved by the Board of Directors. Of such reserved shares of Common Stock, 1,577,261 997,294 shares have been issued pursuant to exercised options, options to purchase 9,380,769 8,889,559 shares have been granted and are currently outstanding and 4,799,612 2,570,789 shares of Common Stock remain available for issuance pursuant to future grants under the Stock Plan. The Company has reserved (i) an aggregate of 46,176 shares of Common Stock for issuance to Lighthouse Capital Partners IV, L.P. and Lighthouse Capital Partners IV, L.P. pursuant to warrants dated February 12, 2004 (the “Lighthouse Warrants”), (ii) an aggregate maximum of 65,000 shares of Common Stock pursuant to the Non-Qualified Stock Option Agreement dated as of February 23, 2004 and Non-Qualified Stock Option Agreement dated as of January 1, 2005, each by and between the Company and Xxxxxx & Xxxxxxx LLP (the “Xxxxxx Options”), (iii) 9,100 shares of Common Stock for issuance to Oxford Finance Corporation pursuant to a warrant dated October 25, 2005 (the “Oxford Warrant”), (iv) an aggregate of 323,569 shares of Series D Preferred Stock for issuance to certain investors of the Company pursuant to warrants dated May 25, 2006 (the “Bridge Warrants”), (v) 3,577 shares of Common Stock for issuance to Alexandria Equities, LLC pursuant to a warrant dated July 17February 9, 2007, 2006 and (vi) an aggregate of 109,091 shares of Series D Preferred Stock for issuance to General Electric Capital Corporation and Oxford Finance Corporation pursuant to warrants dated September 28, 2007 (the “Loan Warrants”) and (vii) an aggregate of 3,124 shares of Common Stock pursuant to currently outstanding stock option grants made outside of the Stock Plan (the “Out-of-Plan Options”). At the Initial Closing, except for (i) outstanding options issued pursuant to the Stock Plan, the Lighthouse Warrants, the Xxxxxx Options, the Oxford Warrant, the Bridge Warrants, the Loan Warrants, the Out-of-Plan Options Warrants and as set forth on Section 3.3(b) of the Schedule of Exceptions or options that may be issued in the ordinary course of business after the date of this Agreement, (ii) the conversion privileges of the Preferred Stock and (iii) the rights granted pursuant to this Agreement and the Related Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities. (c) All issued and outstanding shares of the Company’s Common Stock and Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. (d) At the Initial Closing, the rights, preferences, privileges and restrictions of the Shares are as stated in the Restated Charter. Each 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. The Conversion Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Restated Charter, the Shares and the Conversion Shares will be validly issued, fully paid and nonassessable and will be free of any liens or encumbrances other than liens and encumbrances created by or imposed upon the Purchaser by entities other than the Company; provided, however, that the Shares and the Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue, are subject to a one hundred eighty (180) day “market stand-off” restriction upon an initial public offering of the Company’s securities pursuant to a registration statement filed with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) in a form substantially identical to Section 2.12 of the Investor Rights Agreement. (f) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.