Common use of Company Capital Structure Clause in Contracts

Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 30,000,000 shares of Company Common Stock, of which 3,792,403 shares are issued and outstanding as of the date hereof and (ii) 21,003,319 shares of Company Preferred Stock, of which 20,792,969 shares are issued and outstanding as of the date hereof. Of the authorized shares of Company Preferred Stock, 3,585,000 are designated as Company Series A Preferred Stock, of which 3,525,000 shares are issued and outstanding as of the date hereof, 6,783,868 are designated as Company Series B Preferred Stock, of which 6,710,638 shares are issued and outstanding as of the date hereof, 5,634,451 are designated as Company Series C Preferred Stock, of which 5,597,014 shares are issued and outstanding as of the date hereof, and 5,005,000 are designated as Company Series D Preferred Stock, of which 4,960,317 shares are issued and outstanding as of the date hereof. Each share of Company Preferred Stock is convertible on a one‑share for one‑share basis into Company Common Stock. As of the date hereof, the Company Capital Stock is held by the Persons with the domicile addresses and in the amounts set forth on Section 2.2(a) of the Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely made. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non‑assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), the Company has no other capital stock authorized, issued or outstanding.

Company Capital Structure. (a) The As of this Agreement Date and after giving effect to the terms set forth in the next sentence, the authorized capital stock of the Company consists of (i) 30,000,000 of: 32,700,000 shares of Company Common Stock, of which 3,792,403 11,280,139 shares are issued and outstanding as of the date hereof outstanding, and (ii) 21,003,319 15,881,589 shares of Company Preferred Stock, of which 20,792,969 (1) 1,877,777 shares are issued and outstanding as of the date hereof. Of the authorized shares of Company Preferred Stock, 3,585,000 are designated as Company Series A Preferred Stock, none of which 3,525,000 shares are issued and outstanding as of the date hereofoutstanding, 6,783,868 (2) 8,618,812 shares are designated as Company Series B Preferred Stock, 8,447,091 shares of which 6,710,638 shares are issued and outstanding as of the date hereofoutstanding, 5,634,451 and (3) 5,385,000 shares are designated as Company Series C Preferred Stock, 3,105,601 shares of which 5,597,014 shares are issued and outstanding as outstanding. Effectively immediately upon consummation of the date hereofMerger, and 5,005,000 are designated as Company Series D Preferred Stock, of which 4,960,317 shares are issued and outstanding as (i) all of the date hereof. Each share 1,877,777 outstanding shares of Company Series A Preferred Stock is convertible on a one‑share for one‑share basis of the Company shall convert into 1,877,777 shares of Company Common Stock. As , (ii) all outstanding convertible promissory notes of the date hereofCompany shall convert into 2,076,866 shares of Series C Preferred Stock of the Company, (iii) all outstanding warrants to purchase shares of Series B Preferred Stock and Series C Preferred Stock of the Company shall be net exercised, and (iv) the Expiring Unvested Company Options shall be cancelled. The outstanding shares of Company Capital Stock is Stock, including all shares subject to the Company’s right of repurchase, are held of record by the Persons with the domicile addresses and in the amounts and represented by the certificate numbers set forth on Section 2.2(a) of the Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely madeSchedule 2.6(a). All outstanding shares of Company Capital Stock are (i) have been duly authorized, authorized and validly issued, fully paid and non‑assessable issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Charter DocumentsCompany Certificate of Incorporation, the Bylaws of the Company or any agreement to which Company Contract, and (ii) have been offered, sold and delivered by the Company is a party or by which it is boundin compliance with all applicable Laws, including federal and state securities Laws. There Except as set forth on Schedule 2.6(a), there are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), the Company has no other capital stock authorized, issued or outstanding.

Company Capital Structure. (a) The authorized capital stock of the Company Capital Stock consists of (i) 30,000,000 15,000,000 shares of Company authorized Common Stock, par value $0.001 per share, of which 3,792,403 1,941,066 shares are issued and outstanding as of the date hereof outstanding, and (ii) 21,003,319 10,000,000 shares of Company authorized Preferred Stock, of which 20,792,969 shares are issued and outstanding as of the date hereofpar value $0.001 per share. Of the authorized shares of Company Preferred Stock, 3,585,000 are 3,898,084 shares have been designated as Company Series A Preferred Stock, of which 3,525,000 819,101 shares are issued and outstanding as of the date hereofoutstanding, 6,783,868 are and 2,009,530 shares have been designated as Company Series B Preferred Stock, of which 6,710,638 2,009,530 shares are issued and outstanding as of the date hereof, 5,634,451 are designated as Company Series C Preferred Stock, of which 5,597,014 shares are issued and outstanding as of the date hereof, and 5,005,000 are designated as Company Series D Preferred Stock, of which 4,960,317 shares are issued and outstanding as of the date hereofoutstanding. Each share of Company Preferred Stock is convertible on a one‑share for one‑share basis into Company Common Stock. As of the date hereof, the The Company Capital Stock is held of record by the Persons persons with the domicile addresses of record and in the amounts set forth identified on Schedule 2.2(a). Immediately after giving effect to the transactions contemplated by Section 2.2(a6.15(a) of the Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Personthis Agreement, the number Company will have issued and outstanding 1,941,066 shares of Common Stock (not including 68,000 shares which may be issued to the applicable stock certificate(sApsylog Minority Holder as defined in Section 6.15(a) representing such sharesbelow), the number 3,898,084 shares of Series A Preferred Stock, and 2,009,530 shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely madeSeries B Preferred Stock. All outstanding shares of Company Capital Stock are (and any shares issued pursuant to the transactions contemplated by Section 6.15(a) will be) duly authorized, validly issued, fully paid paid, and non‑assessable non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, Certificate of Incorporation or Bylaws of the Company or any agreement or document to which the Company is a party or by which it is bound. There Each outstanding share of Company Preferred Stock is presently convertible into one share of Company Common Stock. Except as described in Schedule 2.2(b) or Schedule 2.2(c), there are no declared options, warrants, calls, rights, commitments or accrued but unpaid dividends with respect agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), the Company has no other capital stock authorized, issued or outstanding.

Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 30,000,000 29,000,000 shares of Company Common Stock, of which 3,792,403 11,156,682 shares are issued and outstanding as of the date hereof Agreement Date, and (ii) 21,003,319 9,742,653 shares of Company Preferred Stock, consisting of (A) 4,595,854 shares of Series Seed Preferred Stock (the “Series Seed Preferred Stock”), of which 20,792,969 4,595,854 shares are issued and outstanding as of the date hereof. Of the authorized Agreement Date, and (B) 5,146,799 shares of Company Series A Preferred Stock, 3,585,000 are designated as Company Stock (the “Series A Preferred Stock”), of which 3,525,000 5,146,799 shares are issued and outstanding as of the date hereofAgreement Date. The Company does not have any other shares of preferred stock or any other shares of capital stock or any other equity or ownership interests of any kind authorized, 6,783,868 are designated as Company Series B Preferred Stockdesignated, issued or outstanding. No shares of which 6,710,638 shares are issued and outstanding as of the date hereof, 5,634,451 are designated as Company Series C Preferred Stock, of which 5,597,014 shares are issued and outstanding as of the date hereof, and 5,005,000 are designated as Company Series D Preferred Stock, of which 4,960,317 shares are issued and outstanding as of the date hereof. Each share of Company Preferred Stock is convertible on a one‑share for one‑share basis into Company Common Stock. As of the date hereof, the Company Capital Stock are held in the Company’s treasury. The Company Capital Stock, including all shares subject to the Company’s right of repurchase, is held of record and, to the Company’s Knowledge, beneficially by the Persons with the domicile addresses and in the amounts and represented by the certificates set forth on Section 2.2(a(viii) of the Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely madeAllocation Certificate. All outstanding shares of Company Capital Stock are (i) have been duly authorized, authorized and validly issued, fully paid and non‑assessable issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Charter Documents, Company’s Organizational Documents or any agreement to which the Company is a party (other than rights and restrictions contained in the Investor Agreements, the Company Option Plan or stock grant or option agreements expressly subject to the Company Option Plan), and (ii) have been offered, sold, issued and delivered by the Company in compliance with the terms of any applicable agreement to which it the Company is bounda party, the Organizational Documents of the Company and all applicable Laws. There are no declared No dividends or accrued but unpaid dividends other Distributions with respect to any shares of Company Capital Stock or any Subsidiary Securities have ever been made, deemed to have occurred or declared, and none have accrued. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. Except as set forth in this Section 2.2(a), the Company has no other capital stock authorized, issued or outstanding.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, no par value, of which there were 3,815,431 shares issued and outstanding as of December 2, 1999, and 5,000,000 shares of Preferred Stock, no par value (i) 30,000,000 the "Company Preferred Stock"). No shares of Company Common Stock, of which 3,792,403 shares Preferred Stock are issued and outstanding as of the date hereof and (ii) 21,003,319 there will be no such shares of Company Preferred Stock, of which 20,792,969 shares are issued and outstanding as of the date hereof. Of the authorized shares of Company Preferred Stock, 3,585,000 are designated as Company Series A Preferred Stock, of which 3,525,000 shares are issued and outstanding as of the date hereof, 6,783,868 are designated as Company Series B Preferred Stock, of which 6,710,638 shares are issued and outstanding as of the date hereof, 5,634,451 are designated as Company Series C Preferred Stock, of which 5,597,014 shares are issued and outstanding as of the date hereof, and 5,005,000 are designated as Company Series D Preferred Stock, of which 4,960,317 shares are issued and outstanding as of the date hereof. Each share of Company Preferred Stock is convertible on a one‑share for one‑share basis into Company Common Stock. As of the date hereof, the Company Capital Stock is held by the Persons with the domicile addresses and in the amounts set forth on Section 2.2(a) of the Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely madeEffective Time. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non‑assessable non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, Company Articles or Company Bylaws or any agreement or document to which the Company is a party or by which it is bound. There are no declared or accrued but unpaid dividends with respect to any As of the date hereof, the Company had reserved (i) 835,595 shares of Company Capital Stock. Except as set forth in this Section 2.2(aStock for issuance to employees pursuant to the Company's 1992 Stock Option Plan (the "1992 Plan"), under which options are outstanding for 237,080 shares of Company Capital Stock minus any options exercised on the date hereof, (ii) 240,000 shares of Company has no other capital stock authorizedCapital Stock for issuances to directors pursuant to the Company's 1997 Directors' Non-Qualified Stock Option Plan (the "1997 Plan"), issued or outstanding.under which options are outstanding for 240,000 shares of Company Capital Stock minus any option of exercised on the date hereof and (iii) 300,000 shares of Company Capital Stock for issuances to employees pursuant to the Company's 1998 Stock Option Plan (the "1998 Plan"), under which options are outstanding for 156,000

Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 30,000,000 50,000,000 shares of Company Common Stock, of which 3,792,403 there were 14,851,454 shares are issued and outstanding as of the date hereof September 24, 1999 and (ii) 21,003,319 shares of Company Preferred Stock1,000,000 preferred shares, par value $0.01 per share, none of which 20,792,969 shares are issued and outstanding as of the date hereof. Of the authorized shares of Company Preferred Stock, 3,585,000 are designated as Company Series A Preferred Stock, of which 3,525,000 shares are issued and outstanding as of the date hereof, 6,783,868 are designated as Company Series B Preferred Stock, of which 6,710,638 shares are issued and outstanding as of the date hereof, 5,634,451 are designated as Company Series C Preferred Stock, of which 5,597,014 shares are issued and outstanding as of the date hereof, and 5,005,000 are designated as Company Series D Preferred Stock, of which 4,960,317 shares are issued and outstanding as of the date hereofor outstanding. Each outstanding share of Company Preferred Common Stock is convertible entitled to one vote on each matter submitted to its shareholders for a one‑share for one‑share basis into Company Common Stock. As of the date hereof, the Company Capital Stock is held by the Persons with the domicile addresses and in the amounts set forth on Section 2.2(a) of the Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely madevote. All outstanding shares of Company Capital Common Stock are duly authorized, validly issued, fully paid and non‑assessable nonassessable and are not subject to (i) preemptive rights created by statute, the Charter Documents, Articles of Incorporation or Bylaws of Company or any agreement or document to which Company is a party or by which it is bound, (ii) rights of first refusal created by statute, the Articles of Incorporation or Bylaws of Company, or (iii) with respect to shares held or beneficially owned by officers, directors or greater than 5% shareholders of Company only, rights of first refusal created by any agreement or document to which Company is a party or by which it is bound. There are no declared or accrued but unpaid dividends with respect to any No shares of Company Capital Common Stock have been issued without certificates. As of September 24, 1999, Company had reserved an aggregate of 4,500,000 shares of Company Common Stock for issuance pursuant to the Company Stock Option Plan. Stock options granted under the Company Stock Option Plan are collectively referred to in this Agreement as "COMPANY OPTIONS." As of September 24, 1999, there were Company Options outstanding to purchase an aggregate of 2,171,930 shares of Company Common Stock. Except All shares of Company Common Stock subject to issuance as set forth aforesaid, upon issuance on the terms and conditions specified in this Section 2.2(a)the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Part 2.2 of the Company Schedules list for each person who held Company Options as of September 24, 1999, the name of the holder of such option, the Company has no other capital stock authorizedStock Option Plan under which such option was granted, issued the exercise price of such option, the number of shares as to which such option had vested at such date, the vesting schedule for such option and whether the exercisability of such option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of acceleration, if any. The terms of the Company Options permit the assumption of the Company Options as provided by Section 6.8 of this Agreement without the consent or outstandingapproval of the holders of the Company Options, Company's shareholders or otherwise and without any acceleration of the exercise schedule or vesting provisions of such Company Options.

Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 30,000,000 15,000,000 shares of Company Common Stock, of which 3,792,403 shares are issued and outstanding as of the date hereof Stock and (ii) 21,003,319 10,650,000 shares of Company Preferred Stockpreferred stock, par value $0.001 per share, of which 20,792,969 4,000,000 shares are issued and outstanding as of the date hereof. Of the authorized shares of Company Preferred Stock, 3,585,000 are designated as Company Series A Preferred Stock, of which 3,525,000 shares are issued and outstanding as of the date hereof, 6,783,868 3,570,810 are designated as Company Series B Preferred Stock, of which 6,710,638 shares are issued Stock and outstanding as of the date hereof, 5,634,451 2,919,382 are designated as Company Series C Preferred Stock, of which 5,597,014 shares are issued and outstanding as of the date hereof, and 5,005,000 are designated as Company Series D Preferred Stock, of which 4,960,317 shares are issued and outstanding as of the date hereof. Each share of Company Preferred Stock is convertible on a one‑share for one‑share basis into Company Common Stock. As of the date hereofof this Agreement, (i) 1,998,093 shares of Common Stock are issued and outstanding, of which (A) 1,935,093 shares were issued upon the Company Capital Stock is held by the Persons with the domicile addresses exercise of Options ("Purchased Shares") and in the amounts set forth on Section 2.2(a) of the Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously are subject to repurchase for which elections under Section 83(b) rights of the Code Company ("Purchased Share Repurchase Rights") pursuant to the Company Stock Plan and the applicable Purchase Agreement thereunder (each, a "Purchase Agreement") to the extent unvested, (B) no shares were not timely madeissued pursuant to the Stock Issuance Program provided for in Article Three of the Company Stock Plan ("Restricted Shares") and remain subject to repurchase rights of the Company (Restricted Share Repurchase Rights and, together with Purchased Share Repurchase Rights, "Company Repurchase Rights") in accordance with a Stock Issuance Agreement thereunder (a "Stock Issuance Agreement"), and (C) no shares of Common Stock are held in the treasury of the Company, (ii) 4,000,000, 3,570,810 and 2,919,382 shares of Common Stock are reserved for future issuance upon conversion of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, respectively; (iii) 75,918 shares of Common Stock remain authorized and reserved for issuance pursuant to the Company Stock Plan, and 1,698,716 shares are reserved for issuance upon the exercise of currently outstanding Options; (iv) 4,000,000 shares of Series A Preferred Stock are issued and outstanding; (v) 3,570,810 shares of Series B Preferred Stock are issued and outstanding; and (vi) 2,919,382 shares of Series C Preferred Stock are issued and outstanding. All of the issued and outstanding shares of the Company's capital stock have been duly authorized, and are valid issued, fully paid, nonassessable and free of preemptive rights. None of the issued and outstanding shares of the Company's capital stock has been issued in violation of any applicable federal or state law or any preemptive rights or rights to subscribe for or purchase securities. All shares of Company Capital Stock subject to issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid paid, nonassessable, and non‑assessable and are free of preemptive rights, and, assuming such issuance prior to the Effective Time, will not subject to have been issued in violation of any applicable federal or state law or any preemptive rights created by statute, the Charter Documents, or any agreement rights to which the Company is a party subscribe for or by which it is bound. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), the Company has no other capital stock authorized, issued or outstandingpurchase securities.

Company Capital Structure. (a) The authorized capital stock of the Company (exclusive of its Subsidiaries) consists solely of (i) 30,000,000 20,000,000 shares of authorized Company Common Stock, 6,875,007 shares of which 3,792,403 shares are issued and outstanding as of on the date hereof hereof, and (ii) 21,003,319 1,514,310 shares of Company authorized preferred stock, of which (w) 525,490 shares of which have been authorized and designated as the Series A Preferred Stock, all of which 20,792,969 are issued and outstanding on the date hereof, (x) 747,000 shares of which have been authorized and designated as the Series B Preferred Stock, 502,195 shares of which are issued and outstanding on the date hereof, (y) 241,820 shares of which have been authorized and designated as the Series C Preferred Stock, 146,578 shares of which are issued and outstanding on the date hereof, and (z) no other shares of which have been authorized or designated as a series or are issued and outstanding as of the date hereof. Of the authorized shares of Company Preferred Stock, 3,585,000 are designated as Company Series A Preferred Stock, of which 3,525,000 shares are issued and outstanding as of the date hereof, 6,783,868 are designated as Company Series B Preferred Stock, of which 6,710,638 shares are issued and outstanding as of the date hereof, 5,634,451 are designated as Company Series C Preferred Stock, of which 5,597,014 shares are issued and outstanding as of the date hereof, and 5,005,000 are designated as Company Series D Preferred Stock, of which 4,960,317 shares are issued and outstanding as of the date hereof. Each share of Company Preferred Stock is convertible on a one‑share for one‑share basis into Company Common Stock. As of On the date hereof, the Company Capital Common Stock, the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock is held of record and beneficially by the Persons persons, with the domicile addresses of record and in the amounts with the corresponding certificate numbers set forth on Section Schedule 2.2(a) of the Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely made). All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non‑assessable non-assessable and are not subject to preemptive rights created by statute, the Charter DocumentsArticles of Incorporation or Bylaws of the Company, or any agreement to which the Company is a party or by which it is boundbound or otherwise. There are no declared or accrued but unpaid dividends with respect to any None of the shares of Company Capital Stock. Except as set forth in this Section 2.2(a), Stock is subject to any right of repurchase by the Company has no other capital stock authorized, issued or outstandingCompany.

Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 30,000,000 316,051,000 shares of Company Common Stock, of which 3,792,403 49,010,899 shares are issued and outstanding as of the date hereof, 198,776,426 shares of Company Preferred Stock, of which 4,385,772 shares have been designated Series A Preferred Stock, of which 2,430,060 shares are issued and outstanding as of the date hereof, 16,000,000 shares have been designated Series B Preferred Stock, of which 13,164,496 shares are issued and outstanding as of the date hereof, 25,000,000 shares have been designated Series C Preferred Stock, of which 14,335,473 shares are issued and outstanding as of the date hereof, 27,339,654 shares have been designated Series D Preferred Stock, of which 26,177,150 shares are issued and outstanding as of the date hereof and (ii) 21,003,319 126,051,000 shares of Company have been designated Series E Preferred Stock, of which 20,792,969 105,568,127 shares are issued and outstanding as of the date hereof. Of the authorized shares of Company Preferred Stock, 3,585,000 are designated as Company Series A Preferred Stock, of which 3,525,000 shares are issued and outstanding as As of the date hereof, 6,783,868 are designated as Company Series B Preferred Stock, of which 6,710,638 shares are issued and outstanding as the capitalization of the date hereof, 5,634,451 are designated Company is as Company Series C Preferred Stock, of which 5,597,014 shares are issued and outstanding as of the date hereof, and 5,005,000 are designated as Company Series D Preferred Stock, of which 4,960,317 shares are issued and outstanding as of the date hereof. Each share of Company Preferred Stock is convertible on a one‑share for one‑share basis into Company Common Stockset forth in this SECTION 2.2(a). As of the date hereof, the Company Capital Stock is held owned of record by the Persons with the domicile addresses persons and in the amounts numbers of shares set forth on Section in SECTION 2.2(a) of the Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely made. All outstanding shares of Company Capital Stock are have been, and all shares that may be issued pursuant to the exercise of Company Options, or Company Warrants will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non‑assessable non-assessable and are not subject to preemptive rights created by statuteunder Delaware Law, the Charter Documents, Documents or any agreement to which the Company is a party or by which it is boundparty, and together with all Company Options and Company Warrants have been issued in compliance in all material respects with all applicable federal and state securities laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), the The Company has no other capital stock other than the Company Capital Stock authorized, issued or outstanding. As of the date hereof, the conversion price of each series of Company Preferred Stock is as set forth in Section E.1. of Article FOURTH of the Company's certificate of incorporation, as amended to date and in full force and effect on the date hereof.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, no par value, of which there were 3,815,431 shares issued and outstanding as of December 2, 1999, and 5,000,000 shares of Preferred Stock, no par value (i) 30,000,000 the "COMPANY PREFERRED STOCK"). No shares of Company Common Stock, of which 3,792,403 shares Preferred Stock are issued and outstanding as of the date hereof and (ii) 21,003,319 there will be no such shares of Company Preferred Stock, of which 20,792,969 shares are issued and outstanding as of the date hereof. Of the authorized shares of Company Preferred Stock, 3,585,000 are designated as Company Series A Preferred Stock, of which 3,525,000 shares are issued and outstanding as of the date hereof, 6,783,868 are designated as Company Series B Preferred Stock, of which 6,710,638 shares are issued and outstanding as of the date hereof, 5,634,451 are designated as Company Series C Preferred Stock, of which 5,597,014 shares are issued and outstanding as of the date hereof, and 5,005,000 are designated as Company Series D Preferred Stock, of which 4,960,317 shares are issued and outstanding as of the date hereof. Each share of Company Preferred Stock is convertible on a one‑share for one‑share basis into Company Common Stock. As of the date hereof, the Company Capital Stock is held by the Persons with the domicile addresses and in the amounts set forth on Section 2.2(a) of the Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely madeEffective Time. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non‑assessable non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, Company Articles or Company Bylaws or any agreement or document to which the Company is a party or by which it is bound. There are no declared or accrued but unpaid dividends with respect to any As of the date hereof, the Company had reserved (i) 835,595 shares of Company Capital Stock. Except as set forth in this Section 2.2(aStock for issuance to employees pursuant to the Company's 1992 Stock Option Plan (the "1992 PLAN"), under which options are outstanding for 237,080 shares of Company Capital Stock minus any options exercised on the date hereof, (ii) 240,000 shares of Company Capital Stock for issuances to directors pursuant to the Company's 1997 Directors' Non-Qualified Stock Option Plan (the "1997 PLAN"), under which options are outstanding for 240,000 shares of Company Capital Stock minus any option of exercised on the date hereof and (iii) 300,000 shares of Company Capital Stock for issuances to employees pursuant to the Company's 1998 Stock Option Plan (the "1998 PLAN"), under which options are outstanding for 156,000 shares of Company Capital Stock minus options exercised on the date hereof. The 1992 Plan, 1997 Plan and 1998 Plan are collectively referred to herein as the "COMPANY OPTION PLANS." All shares of Company Capital Stock subject to issuance pursuant to the Company has no other capital stock Option Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, issued or outstanding.validly issued, fully paid and nonassessable. Section 2.2 of the Company Disclosure Letter includes a list for each outstanding option as of the date hereof, of the following: (i) the name of the holder of such option (ii) the number of shares subject to such option, and (iii) the exercise price of such option. 1.4

Company Capital Structure. (a) The As of the date hereof, the authorized capital stock of the Company consists consisted of (i) 30,000,000 57,000,000 shares of authorized Company Common Stock, Stock of which 3,792,403 2,172,338 shares are were issued and outstanding as of the date hereof outstanding, and (ii) 21,003,319 24,665,000 shares of Company Preferred Stock, of which 20,792,969 11,875,000 shares are issued and outstanding as of the date hereof. Of the authorized shares of Company Preferred Stock, 3,585,000 are were designated as Company Series A Preferred Stock, Stock of which 3,525,000 shares are 11,312,500 were issued and outstanding as of the date hereofoutstanding, 6,783,868 are 5,540,000 shares were designated as Company Series B Preferred Stock, 4,423,000 of which 6,710,638 shares are were issued and outstanding as of the date hereofoutstanding, 5,634,451 are 3,500,000 shares were designated as Company Series C Preferred Stock, 3,500,000 of which 5,597,014 shares are were issued and outstanding as of the date hereofoutstanding, and 5,005,000 are 3,750,000 shares were designated as Company Series D Preferred Stock, 3,516,426 of which 4,960,317 shares are were issued and outstanding as of the date hereof. Each share of Company Preferred Stock is convertible on a one‑share for one‑share basis into Company Common Stockoutstanding. As of the date hereof, the Company Capital Stock is other than Company Common Stock was held by the Persons with the domicile addresses and in the amounts set forth on in Section 2.2(a2.3(a) of the Disclosure Schedule, which further sets forth for each Schedule (with the names and domicile addresses of such Person persons to be provided no later than three (3) business days after the number date of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely madethis Agreement). All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non‑assessable non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, Articles of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is boundbound and have been issued in compliance with federal and state securities laws. There are no 11 17 declared or accrued but unpaid dividends with respect to any shares of the Company Capital Stock. Except as set forth in this Section 2.2(a), the The Company has no other capital stock authorized, issued or outstanding.. (b) Except for the Company's 1992 Stock Option Plan (the "Stock Option Plan"), the Company's 1995 Employee Stock Purchase Plan (the "Purchase Plan") and the Company's Directors' Stock Plan (the "Directors' Plan"), the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. The Company has reserved 3,550,000 shares of Company Common Stock for issuance to employees and consultants pursuant to the Stock Option Plan, and 2,411,769 shares are subject to outstanding unexercised options granted pursuant to the Stock Option Plan as of the date hereof. The Company has reserved 150,000 shares of Company Common Stock for issuance to directors pursuant to the Directors' Plan, and 150,000 shares are subject to outstanding unexercised options granted pursuant to the Directors' Plan as of the date hereof. No shares are subject to outstanding grants pursuant to the Purchase Plan as of the date hereof. Section 2.3(b) of the Disclosure Schedule sets forth for each outstanding Company Option as of December 31, 1998, an identification number of the holder as noted on the Company's records and the number of shares of Company Common Stock subject to such Company Option. Section 2.3(b) of the Disclosure Schedule also sets forth the name of the holder of any Company Capital Stock other than Company Common Stock subject to vesting, the number of shares of Company Capital Stock other than Company Common Stock subject to vesting and the vesting schedule for such Company Capital Stock other than Company Common Stock, including the extent vested to date. There are Company Warrants outstanding for the purchase of 901,525 shares of Company Common Stock and 562,500 shares of Company Series A Preferred. There are no other options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. 2.4

Company Capital Structure. (a) The Immediately prior to the Closing and the Conversion, the authorized capital stock of the Company consists of (i) 30,000,000 shares of of: 40,000,000 Company Common StockShares, of which 3,792,403 13,530,053 shares are issued and outstanding as of the date hereof Agreement Date, and 5,000,000 shares of preferred stock, par value $0.001 per share, of which (i) 420,000 shares have been designated as Series A Convertible Preferred Stock (“Company Series A Stock”), all of which shares are issued and outstanding, (ii) 21,003,319 100,000 shares have been designated as Series B Convertible Preferred Stock (“Company Series B Stock”), all of which shares are issued and outstanding, (iii) 516,707 shares have been designated as Series C Convertible Preferred Stock (“Company Series C Stock”), all of which shares are issued and outstanding, (iv) 236,556 shares have been designated as Series D Convertible Preferred Stock (“Company Series D Stock”), all of which shares are issued and outstanding, and (v) 1,200,000 shares have been designated as Series E Preferred Stock, none of which 20,792,969 shares are issued and outstanding as of the date hereofAgreement Date. Of Upon (A) the authorized Conversion, (B) the exercise of Company Warrants to purchase 774,000 Company Common Shares and (C) the issuance of shares of Company Series E Preferred StockStock pursuant to the Guarantor Stock Purchase Agreement, 3,585,000 are designated as Company Series A Preferred Stock, of which 3,525,000 shares are the issued and outstanding as shares of the date hereof, 6,783,868 are designated as Company will consist only of 26,262,683 Company Common Shares and 1,080,000 shares of Series B E Preferred Stock, of which 6,710,638 shares are issued and . The outstanding as of the date hereof, 5,634,451 are designated as Company Series C Preferred Stock, of which 5,597,014 shares are issued and outstanding as of the date hereof, and 5,005,000 are designated as Company Series D Preferred Stock, of which 4,960,317 shares are issued and outstanding as of the date hereof. Each share of Company Preferred Stock is convertible on a one‑share for one‑share basis into Company Common Stock. As of the date hereof, the Company Capital Stock is Shares, including all shares subject to the Company’s right of repurchase, are held of record and beneficially by the Persons with the domicile addresses on record with the Company and in the amounts set forth on Section 2.2(a) of the Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely madeSchedule 2.6(a). All outstanding shares of Company Capital Stock are Shares (i) have been duly authorized, authorized and validly issued, fully paid and non‑assessable issued and are fully paid, non-assessable and, except for the Company Preferred Shares, not subject to preemptive rights or similar rights created by statute, the Charter DocumentsCompany Certificate of Incorporation, the Company’s By-Laws or any agreement to which Company Contract, and (ii) have been offered, sold, issued and delivered by the Company is a party or by which it is boundin compliance with all applicable Laws, including federal and state securities Laws, in all material respects. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), the Company has no other capital stock authorized, issued or outstandingShares.

Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 30,000,000 153,978,918 shares of Company Common Stock, of which 3,792,403 40,034,181 shares are issued and outstanding as of on the date hereof and hereof, (ii) 21,003,319 23,500,000 shares of Company Preferred Stock, of which 20,792,969 shares are issued and outstanding as of the date hereof. Of the authorized shares of Company Preferred Stock, 3,585,000 are designated as Company Series A Preferred Stock, of which 3,525,000 23,487,948 shares are issued and outstanding as of on the date hereof, 6,783,868 are designated as Company (iii) 16,240,000 shares of Series B Preferred Stock, of which 6,710,638 16,129,032 shares are issued and outstanding as of on the date hereof, 5,634,451 are designated as Company (iv) 18,620,000 shares of Series C Preferred Stock, of which 5,597,014 18,610,421 shares are issued and outstanding as of on the date hereof, and 5,005,000 are designated as Company (v) 11,334,013 shares of Series D CRM Preferred Stock, of which 4,960,317 11,334,013 shares are issued and outstanding as of on the date hereof. Each share of Company Preferred Stock is convertible on a one‑share for one‑share basis into Company Common Stock. As of the date hereof, the The Company Capital Stock is held by the Persons with the domicile addresses and in the amounts numbers of shares set forth on in Section 2.2(a4.2(a) of the Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely madeLetter. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non‑assessable non-assessable and are not subject to preemptive rights created by statute, the Charter DocumentsDocuments of the Company, or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with all applicable Laws, including federal and state securities Laws. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Capital Stock or options or warrants to purchase Company Capital Stock, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. The Company has no capital stock other than the Company Capital Stock authorized, issued or outstanding. The Company has no Company Capital Stock that is unvested. Except for the Company Stock Plans, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity-based compensation to any Person. Except as set forth in this Section 2.2(a)4.2(b) of the Disclosure Letter, there are no options, warrants, calls, rights, 15 convertible securities, commitments or agreements of any character, written or oral, to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Except as set forth in Section 4.2(b)(ii) of the Disclosure Letter, there are no outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, or other rights, rights of any type, the value of which is determined by reference in whole or in part to the value of Company has Capital Stock or any other securities of the Company (whether payable in cash, property or otherwise) with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting securities of the Company. Except as set forth in Section 4.2(b)(iii) of the Disclosure Letter, there are no shareholder agreements or similar agreements to which the Company is a party, including any agreement relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Company Capital Stock. The Payment Schedule is complete and correct. Upon payment of the amounts set forth in the Payment Schedule, none of Parent or the Company will have any obligation to the Persons to whom any of the items set forth in Section 1.6 are owed with respect to such items. Upon payment of the Merger Consideration as provided for in this Agreement, (i) none of Parent or the Company will have any obligation to the holders of any Company Capital Stock or any calls, rights or securities convertible into Company Capital Stock or to any other purported holder of any interest in the Company Capital Stock and (ii) no present or former holder or purported holder of any Company Capital Stock or any calls, rights or securities convertible into Company Capital Stock shall have any right or claim to any capital stock authorized, issued of the Company or outstandingany portion of the Merger Consideration.

Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 30,000,000 20,000,000 shares of Company authorized Common Stock, par value $.001 per share ("COMMON"), of which 3,792,403 3,399,324 shares are issued and outstanding as and 258,834 shares (assuming the exercise of the date hereof warrants listed in clause (ii) of Section 2.2(b) below and conversion of the Series B Preferred Stock into Common Stock prior to the Effective Time), and (ii) 21,003,319 20,000,000 shares of Company Preferred Stock, par value $.001 per share ("PREFERRED STOCK"), of which 20,792,969 6,000,000 shares have been designated "Series A Preferred Stock," of which 5,424,945 shares are issued and outstanding, 5,000,000 shares have been designated "Series B Preferred Stock," of which 3,910,000 shares are issued and outstanding, and 4,060,000 shares have been designated "Series C Preferred Stock," of which 3,333,360 shares are issued and outstanding (the Common Stock and Preferred Stock are collectively referred to herein as the "Company Capital Stock"). Except as set forth in the immediately preceding sentence, no shares of capital stock or other equity securities of the date hereofCompany are issued, reserved for issuance or outstanding. Of the authorized shares of Company Preferred Stock, 3,585,000 are designated as Company Series A Preferred Stock, of which 3,525,000 shares are issued and outstanding as of the date hereof, 6,783,868 are designated as Company Series B Preferred Stock, of which 6,710,638 shares are issued and outstanding as of the date hereof, 5,634,451 are designated as Company Series C Preferred Stock, of which 5,597,014 shares are issued and outstanding as of the date hereof, and 5,005,000 are designated as Company Series D Preferred Stock, of which 4,960,317 shares are issued and outstanding as of the date hereof. Each share of Company Preferred Stock is convertible on a one‑share for one‑share basis into Company Common Stock. As of the date hereof, the The Company Capital Stock is held of record by the Persons persons, with the domicile addresses of record and in the amounts set forth on Section Schedule 2.2(a) of the Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely made). All outstanding shares of Company Capital Stock are are, and at the Effective Time will be, duly authorized, validly issued, fully paid and non‑assessable non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound. There are no declared or accrued but unpaid dividends with respect to any shares None of the outstanding Company Capital Stock. Except as set forth in this Section 2.2(a), Stock or other securities of the Company has no other capital stock authorizedwas issued in violation of the Securities Act of 1933, issued as amended, or outstandingany applicable state Blue Sky laws.

Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 30,000,000 15,000,000 shares of Company Common Stock, of which 3,792,403 shares are issued and outstanding as of the date hereof Stock and (ii) 21,003,319 10,650,000 shares of Company Preferred Stockpreferred stock, par value $0.001 per share, of which 20,792,969 4,000,000 shares are issued and outstanding as of the date hereof. Of the authorized shares of Company Preferred Stock, 3,585,000 are designated as Company Series A Preferred Stock, of which 3,525,000 shares are issued and outstanding as of the date hereof, 6,783,868 3,570,810 are designated as Company Series B Preferred Stock, of which 6,710,638 shares are issued Stock and outstanding as of the date hereof, 5,634,451 2,919,382 are designated as Company Series C Preferred Stock, of which 5,597,014 shares are issued and outstanding as of the date hereof, and 5,005,000 are designated as Company Series D Preferred Stock, of which 4,960,317 shares are issued and outstanding as of the date hereof. Each share of Company Preferred Stock is convertible on a one‑share for one‑share basis into Company Common Stock. As of the date hereofof this Agreement, (i) 1,998,093 shares of Common Stock are issued and outstanding, of which (A) 1,935,093 shares were issued upon the Company Capital Stock is held by the Persons with the domicile addresses exercise of Options ("Purchased Shares") and in the amounts set forth on Section 2.2(a) of the Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously are subject to repurchase for which elections under Section 83(b) rights of the Code Company ("Purchased Share Repurchase Rights") pursuant to the Company Stock Plan and the applicable Purchase Agreement thereunder (each, a "Purchase Agreement") to the extent unvested, (B) no shares were not timely madeissued pursuant to the Stock Issuance Program provided for in Article Three of the Company Stock Plan ("Restricted Shares") and remain subject to repurchase rights of the Company (Restricted Share Repurchase Rights and, together with Purchased Share Repurchase Rights, "Company Repurchase Rights") in accordance with a Stock Issuance Agreement thereunder (a "Stock Issuance Agreement"), and (C) no shares of Common Stock are held in the treasury of the Company, (ii) 4,000,000, 3,570,810 and 2,919,382 shares of Common Stock are reserved for future issuance upon conversion of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, respectively; (iii) 75,918 shares of Common Stock remain authorized and reserved for issuance pursuant to the Company Stock Plan, and 1,698,716 shares are reserved for issuance upon the exercise of currently outstanding Options; (iv) 4,000,000 shares of Series A Preferred Stock are issued and outstanding; (v) 3,570,810 shares of Series B Preferred Stock are issued and outstanding; and (vi) 2,919,382 shares of Series C Preferred Stock are issued and outstanding. All of the issued and outstanding shares of the Company's capital stock have been duly authorized, and are valid issued, fully paid, nonassessable and free of preemptive rights. None of the issued and outstanding shares of the Company's capital stock has been issued in violation of any applicable federal or state law or any preemptive rights or rights to subscribe for or purchase securities. All shares of Company Capital Stock subject to issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid paid, nonassessable, and non‑assessable and are free of preemptive rights, and, assuming such issuance prior to the Effective Time, will not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound. There are no declared or accrued but unpaid dividends with respect to any shares have been issued in violation of Company Capital Stock. Except as set forth in this Section 2.2(a), the Company has no other capital stock authorized, issued or outstanding.any

Company Capital Structure. (a) The authorized share capital stock of the Company consists of (i) 30,000,000 shares of Company Common Stock48,480,000 Ordinary Shares, of which 3,792,403 9,506,736 shares are issued and outstanding as of the date hereof and (ii) 21,003,319 shares of Company Preferred Stockoutstanding; 4,000,000 Series A Preference Shares, all of which 20,792,969 shares are issued and outstanding as of the date hereof. Of the authorized shares of Company Preferred Stock, 3,585,000 are designated as Company outstanding; 4,000,000 Series A Preferred StockA-1 Preference Shares, of which 3,525,000 3,893,750 shares are issued and outstanding as of the date hereofoutstanding; 2,000,000 Series A-2 Preference Shares, 6,783,868 are designated as Company Series B Preferred Stock, all of which 6,710,638 shares are issued and outstanding as of the date hereofoutstanding; 6,500,000 Series A-3 Preference Shares, 5,634,451 are designated as Company Series C Preferred Stock, all of which 5,597,014 shares are issued and outstanding as of the date hereof, outstanding; and 5,005,000 are designated as Company 10,250,000 Series D Preferred StockB Preference Shares, of which 4,960,317 10,236,018 shares are issued and outstanding as of outstanding. The Company Series A Preference Shares, the date hereof. Each share of Company Preferred Stock is Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible on a one‑share one-share for one‑share one-share basis into Company Common StockOrdinary Shares. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital Stock is held by the Persons persons with the domicile addresses and in the amounts set forth on in Section 2.2(a) of the Disclosure Schedule, Schedule which further sets forth for each such Person person the number of shares held by held, class and/or series of such Person, shares and the number of the applicable stock certificate(s) certificates representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely made. All outstanding shares of Company Share Capital Stock are duly authorized, validly issued, fully paid and non‑assessable non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound. All outstanding shares of Company Share Capital and all outstanding Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital StockShare Capital. Except as set forth in this Section 2.2(a), the The Company has no other share capital stock authorized, issued or outstanding.

Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 30,000,000 153,978,918 shares of Company Common Stock, of which 3,792,403 40,034,181 shares are issued and outstanding as of on the date hereof and hereof, (ii) 21,003,319 23,500,000 shares of Company Preferred Stock, of which 20,792,969 shares are issued and outstanding as of the date hereof. Of the authorized shares of Company Preferred Stock, 3,585,000 are designated as Company Series A Preferred Stock, of which 3,525,000 23,487,948 shares are issued and outstanding as of on the date hereof, 6,783,868 are designated as Company (iii) 16,240,000 shares of Series B Preferred Stock, of which 6,710,638 16,129,032 shares are issued and outstanding as of on the date hereof, 5,634,451 are designated as Company (iv) 18,620,000 shares of Series C Preferred Stock, of which 5,597,014 18,610,421 shares are issued and outstanding as of on the date hereof, and 5,005,000 are designated as Company (v) 11,334,013 shares of Series D CRM Preferred Stock, of which 4,960,317 11,334,013 shares are issued and outstanding as of on the date hereof. Each share of Company Preferred Stock is convertible on a one‑share for one‑share basis into Company Common Stock. As of the date hereof, the The Company Capital Stock is held by the Persons with the domicile addresses and in the amounts numbers of shares set forth on in Section 2.2(a4.2(a) of the Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely madeLetter. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non‑assessable non-assessable and are not subject to preemptive rights created by statute, the Charter DocumentsDocuments of the Company, or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with all applicable Laws, including federal and state securities Laws. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Capital Stock or options or warrants to purchase Company Capital Stock, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. The Company has no capital stock other than the Company Capital Stock authorized, issued or outstanding. The Company has no Company Capital Stock that is unvested. Except for the Company Stock Plans, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity-based compensation to any Person. Except as set forth in this Section 2.2(a)4.2(b) of the Disclosure Letter, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Except as set forth in Section 4.2(b)(ii) of the Disclosure Letter, there are no outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, or other rights, rights of any type, the value of which is determined by reference in whole or in part to the value of Company has Capital Stock or any other securities of the Company (whether payable in cash, property or otherwise) with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting securities of the Company. Except as set forth in Section 4.2(b)(iii) of the Disclosure Letter, there are no shareholder agreements or similar agreements to which the Company is a party, including any agreement relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Company Capital Stock. The Payment Schedule is complete and correct. Upon payment of the amounts set forth in the Payment Schedule, none of Parent or the Company will have any obligation to the Persons to whom any of the items set forth in Section 1.6 are owed with respect to such items. Upon payment of the Merger Consideration as provided for in this Agreement, (i) none of Parent or the Company will have any obligation to the holders of any Company Capital Stock or any calls, rights or securities convertible into Company Capital Stock or to any other purported holder of any interest in the Company Capital Stock and (ii) no present or former holder or purported holder of any Company Capital Stock or any calls, rights or securities convertible into Company Capital Stock shall have any right or claim to any capital stock authorized, issued of the Company or outstandingany portion of the Merger Consideration.

Company Capital Structure. (a) The authorized capital stock of the Company consists only of (i) 30,000,000 47,600,000 shares of Company Common Stock, of which 3,792,403 shares are issued and outstanding as of the date hereof and (ii) 21,003,319 shares of Company Preferred Stock$0.001 par value, of which 20,792,969 shares are issued and outstanding as of the date hereof. Of the authorized shares of Company Preferred Stock, 3,585,000 are designated as Company Series A Preferred Stock, of which 3,525,000 shares are issued and outstanding as of the date hereof, 6,783,868 are designated as Company Series B Preferred Stock, of which 6,710,638 shares are issued and outstanding as of the date hereof, 5,634,451 are designated as Company Series C Preferred Stock, of which 5,597,014 5,174,531 shares are issued and outstanding as of the date hereof, and 5,005,000 31,654,599 shares of Company Preferred Stock, $0.001 par value, of which (i) 8,266,667 shares are designated Company Series A Preferred Stock, all of which are issued and outstanding as of the date hereof, (ii) 6,364,979 shares are designated Company Series B Preferred Stock, 6,348,051 of which are issued and outstanding as of the date hereof, (iii) 8,704,736 shares are designated Company Series C Preferred Stock, all of which are issued and outstanding as of the date hereof, and (v) 8,318,217 shares are designated Company Series D Preferred Stock, 7,936,508 of which 4,960,317 shares are issued and outstanding as of the date hereof. Each share of Company Preferred Stock is convertible on at a one‑share for one‑share basis into 1:1 ratio and there are no outstanding anti-dilution or other adjustments to the respective conversion prices of the Company Common Preferred Stock. As of the date hereof, the Company Capital Stock is held by the Persons with the domicile addresses persons listed and in the amounts set forth on in Section 2.2(a3.2(a)(i) of the Company Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely madeLetter. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non‑assessable nonassessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with applicable federal, state and foreign securities laws. Section 3.2(a)(ii) of the Company Disclosure Letter sets forth, as of the date hereof, all outstanding shares of Unvested Company Common Stock, indicating the name of the applicable Company Stockholder, the vesting schedule (including any acceleration provisions with respect thereto), and the repurchase price payable by the Company. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), the The Company has no other capital stock authorized, issued or outstandingoutstanding other than as set forth in this Section 3.2.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, no par value, of which there were 3,815,431 shares issued and outstanding as of December 2, 1999, and 5,000,000 shares of Preferred Stock, no par value (i) 30,000,000 the "Company Preferred Stock"). No shares of Company Common Stock, of which 3,792,403 shares Preferred Stock are issued and outstanding as of the date hereof and (ii) 21,003,319 there will be no such shares of Company Preferred Stock, of which 20,792,969 shares are issued and outstanding as of the date hereof. Of the authorized shares of Company Preferred Stock, 3,585,000 are designated as Company Series A Preferred Stock, of which 3,525,000 shares are issued and outstanding as of the date hereof, 6,783,868 are designated as Company Series B Preferred Stock, of which 6,710,638 shares are issued and outstanding as of the date hereof, 5,634,451 are designated as Company Series C Preferred Stock, of which 5,597,014 shares are issued and outstanding as of the date hereof, and 5,005,000 are designated as Company Series D Preferred Stock, of which 4,960,317 shares are issued and outstanding as of the date hereof. Each share of Company Preferred Stock is convertible on a one‑share for one‑share basis into Company Common Stock. As of the date hereof, the Company Capital Stock is held by the Persons with the domicile addresses and in the amounts set forth on Section 2.2(a) of the Disclosure Schedule, which further sets forth for each such Person the number of shares held by such Person, the number of the applicable stock certificate(s) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely madeEffective Time. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non‑assessable non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, Company Articles or Company Bylaws or any agreement or document to which the Company is a party or by which it is bound. There are no declared or accrued but unpaid dividends with respect to any As of the date hereof, the Company had reserved (i) 835,595 shares of Company Capital Stock. Except as set forth in this Section 2.2(aStock for issuance to employees pursuant to the Company's 1992 Stock Option Plan (the "1992 Plan"), under which options are outstanding for 237,080 shares of Company Capital Stock minus any options exercised on the date hereof, (ii) 240,000 shares of Company Capital Stock for issuances to directors pursuant to the Company's 1997 Directors' Non-Qualified Stock Option Plan (the "1997 Plan"), under which options are outstanding for 240,000 shares of Company Capital Stock minus any option of exercised on the date hereof and (iii) 300,000 shares of Company Capital Stock for issuances to employees pursuant to the Company's 1998 Stock Option Plan (the "1998 Plan"), under which options are outstanding for 156,000 shares of Company Capital Stock minus options exercised on the date hereof. The 1992 Plan, 1997 Plan and 1998 Plan are collectively referred to herein as the "Company Option Plans." All shares of Company Capital Stock subject to issuance pursuant to the Company has no other capital stock Option Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, issued or outstandingvalidly issued, fully paid and nonassessable. Section 2.2 of the Company Disclosure Letter includes a list for each outstanding option as of the date hereof, of the following: (i) the name of the holder of such option (ii) the number of shares subject to such option, and (iii) the exercise price of such option.

Company Capital Structure. (a) The authorized capital stock of the Company consists of (i) 30,000,000 20,000,000 shares of Company Common Stock, of which 3,792,403 2,696,667 shares are issued and outstanding as of the date hereof outstanding, and (ii) 21,003,319 11,100,000 shares of Company Preferred Stock, par value $.01 per share (the "Preferred Stock"), of which 20,792,969 (y) 5,500,000 shares have been designated Series A Preferred Stock (the "Series A Preferred Stock") and of which 5,471,465 shares are issued and outstanding as of outstanding, (z) 2,920,000 shares have been designated Series B Preferred Stock (the date hereof. Of the authorized shares of Company "Series B Preferred Stock"), 3,585,000 are designated as Company Series A Preferred Stock, and of which 3,525,000 2,800,000 shares are issued and outstanding as of the date hereof, 6,783,868 are designated as Company Series B Preferred Stock, of which 6,710,638 outstanding. No shares are issued and outstanding as of the date hereof, 5,634,451 are designated as Company Series C Preferred Stock, of which 5,597,014 shares are issued and outstanding as of the date hereof, and 5,005,000 are designated as Company Series D Preferred Stock, of which 4,960,317 shares are issued and outstanding as of the date hereof. Each share of Company Common Stock or Preferred Stock are held in the Company's treasury. The Company Common Stock and Preferred Stock is convertible on a one‑share for one‑share basis into Company Common Stock. As held of the date hereof, the Company Capital Stock is held record by the Persons Persons, with the domicile addresses of record and in the amounts set forth on Section 2.2(aSchedule 2.3(a) of the Disclosure ScheduleCompany Schedules. There are not more than 35 holders of record of Company Capital Stock that are not accredited investors (as that term is defined in Regulation D promulgated under the Securities Act). All of the outstanding shares of Preferred Stock will have converted into shares of Company Common Stock on a one share of Preferred Stock for one share of Company Common Stock basis prior to the Effective Time (the "Conversion"). As of the Effective Time, which further sets forth there will be no issued and outstanding shares of Preferred Stock or options to purchase Preferred Stock other than the Unvested Preferred Options. The Conversion was properly authorized by all necessary action of the Company and the holders of Preferred Stock, including any actions required pursuant to the Company's Certificate of Incorporation, By-Laws and/or agreements and instruments relating to the Preferred Stock. All of the outstanding (x) options to purchase Series A Preferred Stock and Series B Preferred Stock (the "Preferred Options") and (y) warrants to purchase Series B Preferred Stock (the "Warrants") shall have been exercised at or prior to the Effective Time other than the Unvested Preferred Options. The Warrants are exercisable for an aggregate of 120,000 shares of Series B Preferred Stock. The Preferred Options are exercisable for an aggregate of 28,535 shares of Series A Preferred Stock. As of the Effective time, there will be no outstanding Warrants or Preferred Options other than the Unvested Preferred Options. Schedule 2.3(a) of the Company Schedules also indicates for each such Person the number Company stockholder whether any shares of shares Company Common Stock or Preferred Stock held by such Personstockholder are subject to a repurchase right in favor of the Company, the number lapsing schedule for any such restricted shares, including the extent to which any such repurchase right has lapsed as of the applicable stock certificate(sdate of this Agreement and whether (and to what extent) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of lapsing will be accelerated by the Code were not timely madetransactions contemplated by this Agreement. All outstanding shares of Company Capital Common Stock and Preferred Stock are duly authorized, validly issued, fully paid and non‑assessable non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, Certificate of Incorporation or By-Laws of the Company or any agreement to which the Company is a party or by which it is bound. All preferential rights of the Preferred Stock in connection with the sale of substantially all of the assets of the Company or a merger involving the Company are set forth in the Certificate of Incorporation of the Company. All issued and outstanding shares of Company Common Stock and Preferred Stock have been offered, sold and delivered by the Company in compliance with applicable federal and state securities laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except Stock other than as set forth in this Section 2.2(a), on Schedule 2.3(a) of the Company has no Schedules. The optionholders executing the Option Exercise Agreement have properly executed such agreements and do not have the right to receive any Parent Common Stock in the Merger other capital stock authorized, issued or outstandingthan as specified in such agreements.

Company Capital Structure. (a) The Company is authorized capital stock to issue a maximum of the 44,000,000 Company consists of (i) 30,000,000 shares of Company Common StockOrdinary Shares, of which 3,792,403 shares 8,890,553 are issued and outstanding as of the date hereof Agreement Date, and (ii) 21,003,319 shares of 25,934,308 Company Preferred StockShares, of which 20,792,969 shares 25,693,569 are issued and outstanding as of the date hereof. Of the authorized shares Agreement Date, of Company Preferred Stock, 3,585,000 which (i) 6,480,000 are designated as Company “Series A Preferred StockShares”, 6,480,000 shares of which 3,525,000 shares are issued and outstanding as of the date hereofAgreement Date, 6,783,868 (ii) 5,578,756 are designated as Company “Series B Preferred StockShares”, 5,578,756 shares of which 6,710,638 shares are issued and outstanding as of the date hereofAgreement Date, 5,634,451 (iii) 3,288,010 are designated as Company “Series C B-1 Preferred StockShares”, 3,288,010 shares of which 5,597,014 shares are issued and outstanding as of the date hereofAgreement Date, and 5,005,000 (iv) 2,238,881 are designated as Company “Series D B-2 Preferred StockShares”, 2,238,881 shares of which 4,960,317 shares are issued and outstanding as of the date hereofAgreement Date, (v) 2,086,747 are designated “Series B-3 Preferred Shares”, 2,086,747 shares of which are issued and outstanding as of the Agreement Date and (vi) 6,261,914 are designated “Series C Preferred Shares”, 6,021,175 shares of which are issued and outstanding as of the Agreement Date. There are no restricted shares or treasury shares outstanding. Each share of Company Preferred Stock Share is convertible on a one‑share for one‑share one-share-for-one-share basis into a Company Common StockOrdinary Share. As of the date hereofAgreement Date, all the Company Capital Stock is Shares are held by the Persons with the domicile addresses and in the amounts set forth on in Section 2.2(a3.5(a) of the Disclosure Schedule, Schedule which further sets forth for each such Person the number of shares held by held, class and/or series of such Personshares, the number of the applicable stock certificate(s) Book-Entry Entitlement representing such shares, shares and the number domicile addresses of shares currently or previously subject to repurchase for which elections under record of such Persons. Section 83(b3.5(a) of the Code were not timely madeDisclosure Schedule shall be updated to reflect any exercises of Company Options or transfers of Company Shares occurring between the date of this Agreement and the Closing Date. All outstanding shares of Company Capital Stock Shares are duly authorized, validly issued, fully paid and non‑assessable non-assessable and are not subject to preemptive rights created by applicable Law, statute, the Charter Governing Documents, or any agreement to which the Company is a party or by which it is bound. There All outstanding Company Shares are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), represented by Book-Entry Entitlements on an electronic platform offered by the Company has no other capital stock authorized, issued or outstandingTransfer Agent.

Company Capital Structure. (a) The Company is authorized capital stock to issue a maximum of the Company consists of (i) 30,000,000 shares of 285,000,000 Company Common StockShares, of which 3,792,403 shares 73,857,832 are issued and outstanding as of the date hereof Agreement Date, and (ii) 21,003,319 shares of 153,497,084 Company Preferred StockShares, of which 20,792,969 shares 153,365,844 are issued and outstanding as of the date hereof. Of the authorized shares Agreement Date, of Company Preferred Stock, 3,585,000 which (i) 37,733,410 are designated as Company “Series A Preferred Stock, Shares,” 37,733,410 shares of which 3,525,000 shares are issued and outstanding as of the date hereofAgreement Date, 6,783,868 (ii) 36,818,852 are designated as Company “Series B Preferred Stock, Shares,” 36,818,852 shares of which 6,710,638 shares are issued and outstanding as of the date hereofAgreement Date, 5,634,451 (iii) 27,440,594 are designated as Company “Series C Preferred Stock, Shares,” 27,440,594 shares of which 5,597,014 shares are issued and outstanding as of the date hereofAgreement Date, and 5,005,000 (iv) 24,648,748 are designated as Company “Series D Preferred Stock, Shares,” 24,648,748 shares of which 4,960,317 shares are issued and outstanding as of the date hereofAgreement Date, (v) 13,780,240 are designated “Series E Preferred Shares,” 13,649,000 shares of which are issued and outstanding as of the Agreement Date, and (vi) 13,075,240 are designated “Series F Preferred Shares,” 13,075,240 shares of which are issued and outstanding as of the Agreement Date . There are no treasury shares outstanding. Each share of Company Preferred Stock Share is convertible on a one‑share for one‑share one-share-for-one-share basis into a Company Common StockShare. As of the date hereofAgreement Date, all the Company Capital Stock is Shares are held by the Persons with the domicile addresses and in the amounts set forth on in Section 2.2(a3.5(a) of the Disclosure Schedule, Schedule which further sets forth for each such Person the number of shares held by held, class and/or series of such Person, shares and the number domicile addresses of the applicable stock certificate(s) representing record of such shares, the number of shares currently or previously subject to repurchase for which elections under Persons. Section 83(b3.5(a) of the Code were not timely madeDisclosure Schedule shall be updated to reflect any exercises of Company Options or transfers of Company Shares occurring between the Agreement Date and the Closing Date. All outstanding shares of Company Capital Stock Shares are duly authorized, validly issued, fully paid and non‑assessable non-assessable and are not subject to preemptive rights created by applicable Law, statute, the Charter Governing Documents, or any agreement to which the Company is a party or by which it is bound. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), the Company has no other capital stock authorized, issued or outstanding.