Common use of Company Capital Structure Clause in Contracts

Company Capital Structure. (a) The authorized capital stock of the Company consists of 45,000,000 shares of Common Stock, of which 8,607,166 shares are issued and outstanding, and 21,000,000 shares of Preferred Stock, of which (i) 9,000,000 shares are designated Series A Preferred Stock, of which 8,801,409 are issued and outstanding, and (ii) 12,000,000 shares are designated Series B Preferred Stock, of which 7,982,017 are issued and outstanding. The Company Capital Stock is held by the persons and in the amounts set forth in Section 3.2(a) of the Company Disclosure Letter. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles of incorporation, as amended, or bylaws, as amended, 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 of Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. (b) Except for the Company’s 2004 Stock Plan (the “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 1,500,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the exercise of options granted under the Plan, of which (i) 969,425 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 shares have been issued, as of the date hereof, upon the exercise of options granted under the Plan. Section 3.2(b)(i) of the Company Disclosure Letter sets forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisable. Except for the Company Options set forth in Section 3.2(b)(i) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure Letter, there are no 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 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. 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 and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders of the Company, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company.

Company Capital Structure. (a) The As of the date hereof, the authorized capital stock of the Company consists of 45,000,000 (i) 14,510,000 shares of Company Common Stock, $0.001 par value per share and (ii) 5,549,109 shares of Preferred Stock, $0.001 par value per share, of which (A) 4,744,879 shares have been designated as Series A Preferred Stock (the “Series A Preferred Stock”) and (B) 804,230 shares have been designated as Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”). As of the date hereof, 6,237,720 shares of Common Stock, of which 8,607,166 shares Stock are issued and outstanding, and 21,000,000 4,744,879 shares of Preferred Stock, of which (i) 9,000,000 shares are designated Series A Preferred Stock, of which 8,801,409 Stock are issued and outstanding, outstanding and (ii) 12,000,000 804,230 shares are designated of Series B A-1 Preferred Stock, of which 7,982,017 Stock are issued and outstanding. The 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 Persons and in the amounts set forth in Section 3.2(a2.5(a) of the Disclosure Schedule which further sets forth for each such Person the number of shares held of each series of Company Disclosure LetterCapital Stock, class and/or series of such shares and the number of the applicable stock certificate representing such shares. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles of incorporation, as amended, or bylaws, as amended, of the CompanyCharter Documents, or any agreement to which the Company is a party or by which it is bound. (b) All outstanding shares of Company Capital Stock (including Company Restricted Stock) and Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Stockholder) in compliance with all applicable Legal Requirements, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Stockholder) in accordance with any right of first refusal or similar right or limitation Known to the Company. No Stockholder has exercised any right of redemption, if any, provided in the Charter Documents with respect to shares of the Company Preferred Stock, and the Company has not received notice that any Stockholder intends to exercise such rights. The Company does not have 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 Capital Stock, or out of any agreements or arrangement 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 Other than the Company Capital Stock set forth in Section 2.5(a) of the Disclosure Schedule, the Company has no other capital stock authorized, issued or outstanding. (bc) Section 2.5(c) of the Disclosure Schedule sets forth for all holders of Company Restricted Stock as of the date hereof, the name of the holder of such Company Restricted Stock, the date of grant and/or purchase of such Company Restricted Stock, as applicable, the purchase price of such Company Restricted Stock, if any, the repurchase price of such Company Restricted Stock, if any, whether such Company Restricted Stock was acquired pursuant the exercise of an incentive stock option (as defined in Section 422 of the Code) and the vesting schedule for such Company Restricted Stock, the extent vested to date and whether the vesting of such Company Restricted Stock is subject to acceleration as a result of the Transactions or any other events and whether the holder has made a timely election with the IRS under Section 83(b) of the Code with respect to such Company Restricted Stock. (d) Except as set forth on Section 2.5(d) of the Disclosure Schedule, all holders of Company Restricted Stock are current employees or directors of the Company or were employees or directors of the Company at the time of issuance of Company Restricted Stock to such holder. To the Knowledge of the Company, each holder of Company Restricted Stock has made a timely election with the IRS under Section 83(b) of the Code with respect to such Company Restricted Stock. (e) Except for the Company’s 2004 Stock Plan (the “Plan”), the Company has never adopted not adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity or equity-related compensation of to any personPerson (whether payable in shares, cash or otherwise). The Company has reserved 1,500,000 1,645,514 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options or the granting or purchase of restricted stock or the granting of restricted stock units granted under the Plan, of which (i) 969,425 715,710 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 87,721 shares have been issued, as of the date hereof, issued upon the exercise of options granted under the PlanPlan and remain outstanding as of the date hereof, (iii) 149,999 shares have been issued as restricted stock awards under the Plan and remain outstanding as of the date hereof, and (iv) 694,044 shares remain available for future grant. Each Company Option was originally granted with an exercise price that the Company Board in good faith, based on a reasonable valuation method utilized at the time of grant, determined to be at least equal to the fair market value of a share of Company Common Stock on the date of grant (within the meaning of Section 3.2(b)(i409A of the Code and as determined in a manner consistent with the requirements of Section 409A of the Code). The terms of the Plan and the applicable agreements for each Company Option and/or Company Restricted Stock award authorize the treatment of the Company Options and Company Restricted Stock awards, in each case, as contemplated by Section 1.6(b)(iv) or Section 1.6(b)(i)(A), respectively, without the consent or approval of the holders of such Company Options or Company Restricted Stock awards. True and complete copies of the Plan and all forms of agreements and instruments pursuant to which any Company Option or Company Restricted Stock award is outstanding under the Plan have been Made Available. No holder of Company Options has the ability to early exercise any Company Options for shares of Company Restricted Stock under the Plan or any other Contract relating to such Company Options. All Company Optionholders are current or former employees or non-employee directors of the Company. (f) Section 2.5(f) of the Company Disclosure Letter Schedule sets forth for each outstanding Company Option, the name of the holder holder, the type of entity of such optionholder, the number of shares of Company Common Stock issuable upon the exercise of whether such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrantis an Employee, the number of shares of Company Capital Stock issuable upon the exercise of such warrantoption, the date of grant, the exercise price (if any), the vesting schedule, including the extent vested to date. (g) No bonds, debentures, notes or other indebtedness of the Company (i) having the right to vote on any matters on which stockholders may vote (or which is convertible into, or exchangeable for, securities having such warrantright) or (ii) the value of which is in any way based upon or derived from capital or voting stock of the Company, and are issued or outstanding as of the date upon which such warrant becomes exercisable. hereof. (h) Except for the Company Options set forth in Section 3.2(b)(i) of the or Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure LetterRestricted Stock, 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 it 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 capital stock 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. There are no outstanding or authorized stock appreciation, phantom stock, profit participation participation, or other similar rights with respect to the CompanyCompany (whether payable in shares, cash or otherwise). Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders of the Companyhereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company, and there are no agreements to which the Company is a party 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. As a result of, and immediately following, the First Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Capital Stock and all rights to acquire or receive any shares of Company Capital Stock, whether or not such shares of Company Capital Stock are outstanding. (i) Section 2.5(i) of the Disclosure Schedule sets forth the outstanding principal, accrued interest and applicable rate of interest of all outstanding Indebtedness from the Company (as lender) to Stockholders (as borrowers).

Company Capital Structure. (a) The authorized capital stock of the Company consists of 45,000,000 50,000,000 shares of Common Stock, of which 8,607,166 6,000,000 shares are issued and outstanding, and 21,000,000 shares . The authorized Company Preferred Stock consists of Preferred Stock200,000,000 shares, of which (i) 9,000,000 shares 185,000,000 are designated of Series A Preferred Stockand 15,000,000 have yet to be designated. Of the Series A Preferred, of which 8,801,409 are issued and outstanding, and (ii) 12,000,000 79,268,080 shares are designated Series B Preferred Stock, of which 7,982,017 are issued and outstanding. The Company Capital Stock is held by the persons persons, with the domicile addresses and in the amounts set forth in Section 3.2(a) of the Company Disclosure Letteron Schedule 2.2(a). All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles Articles of incorporation, as amended, Incorporation or bylaws, as amended, Bylaws of the Company, 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 Schedule 2.2(a) lists each holder of Company Capital Stock. The Company has no other capital stock authorized, issued or outstandingand the number of shares held by such holder. (b) Except for the Company’s 2004 Stock Plan (the “Plan”), the The Company has never adopted or maintained any stock option plan or other plan providing reserved 900,000 shares of Common Stock for equity compensation issuance to directors, employees and consultants pursuant to the Option Plan, of any personwhich 692,500 shares are subject to outstanding, unexercised options and 207,500 shares remain available for future grant. The Company has reserved 1,500,000 no shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the exercise of options outstanding Company Options granted under outside the Plan, of which (i) 969,425 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 shares have been issued, as of the date hereof, upon the exercise of options granted under the Option Plan. Section 3.2(b)(iSchedule 2.2(b) of the Company Disclosure Letter sets forth for each outstanding Company Option, Option the name of the holder of such option, the domicile address of such holder, the number of shares of Company Common Stock issuable upon the exercise of subject to such option, the exercise price of such option, option and the vesting schedule for such option. Section 3.2(b)(ii) of , including the Company Disclosure Letter sets forth for each outstanding Company Warrant, extent vested to date and whether the name of the holder exercisability of such warrant, option will be accelerated and become exercisable by the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisabletransactions contemplated by this Agreement. Except for the Company Options set forth as described in Section 3.2(b)(i) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure LetterSchedule 2.2(b), there are no 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. Except for the Company Capital Stock Options described in Schedule 2.2(b), there are no 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 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 Except as disclosed on Schedule 2.2 (b), the holders of Company Options have been or authorized stock appreciationwill be given, phantom stockor shall have properly waived, profit participation or other similar rights with respect any required notice prior to the CompanyMerger and all such rights will be terminated at or prior to the Effective Time. Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders As a result of the CompanyMerger, there are no voting trusts, proxies, Parent will be the record and sole beneficial owner of all Company Capital Stock and rights to acquire or other agreements or understandings with respect to the voting stock of the Companyreceive Company Capital Stock.

Company Capital Structure. (a) The authorized capital stock of the Company Capital Stock consists of 45,000,000 400,000 (200,000 Class A and 200,000 Class B) shares of authorized Common Stock, Stock of which 8,607,166 80,000 (80,000 Class A and no Class B) shares are issued and outstanding, and 21,000,000 shares outstanding as of Preferred Stock, of which (i) 9,000,000 shares are designated Series A Preferred Stock, of which 8,801,409 are issued and outstanding, and (ii) 12,000,000 shares are designated Series B Preferred Stock, of which 7,982,017 are issued and outstandingthe date hereof. The Company Capital Stock is held by the persons and in the amounts set forth in Section 3.2(a) of the Company Disclosure Letterhas no other capital stock authorized, issued or outstanding. All outstanding shares of Company Capital Stock are held by Sole Shareholder and are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights assessable, are free of Encumbrances (which have not been waived as defined in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in fullSection 2.1 l(a) below) created by statute, the articles Articles of incorporation, as amended, Incorporation or bylaws, as amended, Bylaws of the Company, Company or any agreement to which the Company or Sole Shareholder is a party or by which it or he is bound, and have been issued in compliance with all applicable federal, state and foreign securities laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. (b) Except for the Company’s 2004 Dxxxxx & Associates, Inc. 2000 Stock Incentive Plan (the “Company Option 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 1,500,000 50,000 shares of Company Common Stock for issuance to employees and employees, directors of, and consultants to, pursuant to the Company upon the exercise of options granted under the Option Plan, of which (i) 969,425 no shares have been issued upon exercise of awards granted under the Company Option Plan, no shares are issuable, as of the date hereof, upon the exercise of subject to outstanding, unexercised options granted and shares remain available for future grant. Any options previously issued under the Plan, and (ii) 18,000 shares Company Option Plan have been issuedvalidly terminated and were originally issued in compliance with all applicable federal, as of the date hereof, upon the exercise of options granted under the Planstate and foreign securities laws. Section 3.2(b)(i) of the Company Disclosure Letter sets forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisable. Except for the Company Options set forth in Section 3.2(b)(i) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure Letter, there 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 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 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, convertible security, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation participation, or other similar rights with respect to the Company. Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders of the Company, there There are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. (c) Except for the repurchase of all of the shares of Company Capital Stock held by Mxxxxxx Xxxxxx as further described in Section 2.2(c) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reaquired by the Company were reacquired in compliance with all requirements set forth in applicable restricted stock purchase agreements and other applicable contracts.

Company Capital Structure. (a) The As of the date hereof, the authorized capital stock of the Company consists of 45,000,000 (i) 37,000,000 shares of Company Common Stock, $0.001 par value per share (the “Company Common Stock”) and (ii) 19,959,218 shares of Company Preferred Stock, $0.001 par value per share, of which 8,607,166 (A) 4,347,825 shares have been designated as Series Seed Preferred Stock (the “Series Seed Preferred Stock”), (B) 6,123,727 shares have been designated as Series A Preferred Stock (the “Series A Preferred Stock”), and (C) 9,487,666 shares have been designated as Series B Preferred Stock (the “Series B Preferred Stock”). As of the date hereof, 8,338,237 shares of Company Common Stock are issued and outstanding, and 21,000,000 4,347,825 shares of Series Seed Preferred Stock, of which (i) 9,000,000 shares are designated Series A Preferred Stock, of which 8,801,409 Stock are issued and outstanding, 6,123,727 shares of Series A Preferred Stock are issued and (ii) 12,000,000 outstanding; and 9,487,666 shares are designated of Series B Preferred Stock, of which 7,982,017 Stock are issued and outstanding. The 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 Persons and in the amounts set forth in Section 3.2(a2.5(a) of the Disclosure Schedule which further sets forth for each such Person the number of shares held of each series of Company Disclosure LetterCapital Stock, class and/or series of such shares and the number of the applicable stock certificate representing such shares. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles of incorporation, as amended, or bylaws, as amended, of the CompanyCharter Documents, or any agreement to which the Company is a party or by which it is bound. (b) All outstanding shares of Company Capital Stock (including Company Restricted Stock) and Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Stockholder) in compliance with all applicable Legal Requirements, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Stockholder) in accordance with any right of first refusal or similar right or limitation Known to the Company. No Stockholder has exercised any right of redemption, if any, provided in the Charter Documents with respect to shares of the Company Preferred Stock, and the Company has not received notice that any Stockholder intends to exercise such rights. The Company does not have 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 Capital Stock, or out of any agreements or arrangement 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 Other than the Company Capital Stock set forth in Section 2.5(a) of the Disclosure Schedule, the Company has no other capital stock authorized, issued or outstanding. (bc) Section 2.5(c) of the Disclosure Schedule sets forth for all holders of Company Restricted Stock as of the date hereof, the name of the holder of such Company Restricted Stock, the date of grant and/or purchase of such Company Restricted Stock, as applicable, the purchase price of such Company Restricted Stock, if any, the repurchase price of such Company Restricted Stock, if any, whether such Company Restricted Stock was acquired pursuant the exercise of an incentive stock option (as defined in Section 422 of the Code) and the vesting schedule for such Company Restricted Stock, the extent vested to date and whether the vesting of such Company Restricted Stock is subject to acceleration as a result of the Transactions or any other events and whether the holder has made a timely election with the IRS under Section 83(b) of the Code with respect to such Company Restricted Stock. (d) All holders of Company Restricted Stock are current employees or directors of the Company. Each holder of Company Restricted Stock has made a timely election with the IRS under Section 83(b) of the Code with respect to such Company Restricted Stock. (e) Except for the Company’s 2004 Stock Plan (the “Plan”), the Company has never adopted adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity or equity-related compensation of to any personPerson (whether payable in shares, cash or otherwise). The Company has reserved 1,500,000 5,609,286 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options or the granting or purchase of restricted stock or the granting of restricted stock units granted under the Plan, of which (i) 969,425 4,341,129 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 734,071 shares have been issued, as of the date hereof, issued upon the exercise of options granted under the PlanPlan and remain outstanding as of the date hereof, (iii) no shares have been issued as restricted stock awards under the Plan and remain outstanding as of the date hereof, and (iv) 534,086 shares remain available for future grant. Each Company Option was originally granted with an exercise price that the Company Board in good faith, based on a reasonable valuation method utilized at the time of grant, determined to be at least equal to the fair market value of a share of Company Common Stock on the date of grant. The terms of the Plan and the applicable agreements for each Company Option and/or Company Restricted Stock award permit the assumption of options to purchase Parent Common Stock, and the cashout and/or termination of Company Options or Company Restricted Stock, as applicable, as provided in this Agreement, without the consent or approval of the holders of such securities, the Stockholders or otherwise and without any acceleration of the exercise schedules or vesting provisions in effect for such Company Options or Company Restricted Stock, as applicable. True and complete copies of all agreements and instruments relating to or issued under the Plan have been Made Available and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof Made Available. No holder of Company Options has the ability to early exercise any Company Options for shares of Company Restricted Stock under the Plan or any other Contract relating to such Company Options. All Company Optionholders are current or former employees, consultants, advisors or non-employee directors of the Company. (f) Section 3.2(b)(i2.5(f) of the Company Disclosure Letter Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, Option and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder holder, the type of entity of such warrantholder, and the country and state of residence of record of such holder, whether such holder is an Employee, the number of shares of Company Capital Stock issuable upon the exercise of such warrantoption or warrant (as applicable), the date of grant, the exercise price (if any), the vesting schedule, including the extent vested to date and whether such vesting is subject to acceleration as a result of the Transactions or any other events, whether such warrantoption is a nonstatutory option or intended to qualify as an incentive stock option as defined in Section 422 of the Code and whether (and to what extent) such Company Option is or has ever been subject to Section 409A (whether or not subsequently amended to comply with or be exempt from the requirements of Section 409A and any action taken to amend such Company Option to comply with or be exempt from the requirements of Section 409A). (g) No bonds, and debentures, notes or other indebtedness of the Company (i) having the right to vote on any matters on which stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting stock of the Company, are issued or outstanding as of the date upon which such warrant becomes exercisable. hereof. (h) Except for the Company Options set forth in Section 3.2(b)(i) of the or Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure LetterWarrants, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company is or has ever been a party or by which it the Company is or has ever been 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 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. None of the Company, the Company Board, any committee of thereof or the administrator of the Plan has resolved to accelerate or accelerated the vesting of any Company Restricted Stock or Company Options in contemplation of the Transactions. There are no outstanding or authorized stock appreciation, phantom stock, profit participation participation, or other similar rights with respect to the CompanyCompany (whether payable in shares, cash or otherwise). Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders of the Companyhereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company, and there are no agreements to which the Company is a party 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. As a result of, and immediately following, the First Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Capital Stock and all rights to acquire or receive any shares of Company Capital Stock, whether or not such shares of Company Capital Stock are outstanding. (i) Section 2.5(i) of the Disclosure Schedule sets forth the outstanding principal, accrued interest and applicable rate of interest of all outstanding Indebtedness from the Company (as lender) to Stockholders (as borrowers). (j) Section 2.5(j) of the Disclosure Schedule sets forth a complete and correct list of all outstanding PPP Loans for the Company and the outstanding balance thereof as of the date of this Agreement. (k) All Company Warrants will be cancelled at the Closing pursuant to the Termination Agreement and there will not be any Company Warrants outstanding as of immediately prior to the First Merger Effective Time.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 45,000,000 2,814,254 shares of Common Stock, of which 8,607,166 1,523,785 shares are issued and outstanding, and 21,000,000 401,282 shares of Preferred Stock, of which (i) 9,000,000 shares are designated Series A Preferred Stock, of which 8,801,409 401,282 shares are issued and outstanding, outstanding and (ii) 12,000,000 464,342 shares are designated of Series B Preferred Stock, of which 7,982,017 264,342 shares are issued and outstanding. The Company Series A Preferred Stock and the Company Series B Preferred Stock are convertible on a one-share for one-share basis into Company Common Stock. As of the date of this Agreement, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Capital Stock is held by the persons with the domicile addresses and in the amounts set forth in Section 3.2(a2.2(a) of the Company Disclosure LetterSchedule which further sets forth for each such person the number of shares held, class and/or series of such shares and the number of the applicable stock certificates representing such shares. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles of incorporation, as amended, or bylaws, as amended, of the CompanyCharter 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 Other than as set forth in Section 2.2(a) of Company Capital Stock. The the Disclosure Schedule, the Company has no other capital stock authorized, issued or outstanding. (b) Except Section 2.2(b) of the Disclosure Schedule sets forth for all holders of Company Unvested Common Stock outstanding as of the Company’s 2004 date of this Agreement, the name of the holder of such Company Unvested Common Stock, the repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock Plan and the vesting schedule for such Company Unvested Common Stock, including the extent vested to date and whether the vesting of such Company Unvested Common Stock is subject to acceleration as a result of the transactions contemplated by this Agreement. (c) As of the “Plan”)date of this Agreement, 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 1,500,000 313,301 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options granted under the Plan, of which (i) 969,425 235,563 shares are issuable, as of the date hereofof this Agreement, upon the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 10,278 shares have been issuedissued upon the exercise of options or purchase of restricted stock granted under the Plan and remain outstanding as of the date of this Agreement and (iii) 65,042 shares remain available for future grant. In addition, as of the date hereofof this Agreement 95,570 shares are issuable upon exercise of options granted outside the Plan. As of the date of this Agreement, an aggregate of 17,932 shares of Company Common Stock are issuable upon the exercise of options granted under the Planoutstanding Company Warrants. Section 3.2(b)(i2.2(b) of the Company Disclosure Letter Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, Option and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such option or warrant, the type of entity of such holder, and any ultimate parent entity of such holder, if not an individual, the domicile address of such holder, the number of shares of Company Capital Stock issuable upon the exercise of such option or warrant, the exercise price of such option or warrant, and the date upon which of grant of such option or warrant, the vesting schedule for such option or warrant, including the extent vested to date and whether the vesting of such option or warrant becomes exercisableis subject to acceleration as a result of the transactions contemplated by this Agreement or any other events, whether such option was issued under the Plan and whether such option is a nonstatutory option or intended to qualify as an incentive stock option as defined in Section 422 of the Code. Except for the Company Options set forth in Section 3.2(b)(i) of the and Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure LetterWarrants, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company or any of its Subsidiaries is a party or by which it 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 capital stock 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. There are no outstanding or authorized stock appreciation, phantom stock, profit participation participation, or other similar rights with respect to the equity of the Company or any of its Subsidiaries (whether payable in equity, cash or otherwise). (d) As a result of the Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Capital Stock and all rights to acquire or receive any shares of Company Capital Stock, whether or not such shares of Company Capital Stock are outstanding. (e) All outstanding shares of Company Capital Stock, Company Options and Company Warrants have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Stockholder 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 Stockholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. Other than amounts paid to holders in repurchase of capital stock and other equity rights, and other expenses normally incurred in connection with the issuance or repurchase of capital stock and other equity rights, the Company has not, and will not have, 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 Capital Stock, Company Options or Company Warrants, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Stockholder has exercised any right of redemption, if any, provided in the Certificate of Incorporation with respect to shares of the Company Preferred Stock, and the Company has not received notice that any Stockholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. (f) The allocation of the Merger Consideration set forth in Section 1.6(b) hereof is consistent with the certificate of incorporation of the Company as amended as of immediately prior to the Effective Time. (g) Section 2.2(g) of the Disclosure Schedule sets forth the outstanding principal, accrued interest and applicable rate of interest of all outstanding Stockholder loans described in Section 1.6(f) hereof. (h) Section 2.2(b) of the Disclosure Schedule sets forth whether, to the Knowledge of the Company, each holder listed on the schedule has made a timely election with the Internal Revenue Service under Section 83(b) of the Code with respect to such Company Unvested Common Stock. (i) Except for the Plan, neither the Company nor any of its Subsidiaries has ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any person. True and complete copies of all agreements and instruments relating to or issued under the Plan have been provided or made available to Parent and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided or made available to Parent. (j) Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders of the Companyhereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the CompanyCompany or any of its Subsidiaries. There are no agreements to which the Company or any of its Subsidiaries is a party 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.

Company Capital Structure. (a) The As of the date hereof, the authorized capital stock of the Company consists of 45,000,000 (i) 4,000,000 shares of authorized Company Common Stock, of which 8,607,166 (x) 2,088,570 shares are issued and outstandingoutstanding and (y) 900,000 shares are reserved for issuance under the Company's Amended and Restated Stock Option Plan (the "COMPANY OPTION PLAN"). Except as set forth in this Section 2.2, and 21,000,000 no shares of Preferred Stockcapital stock or other equity securities of the Company are issued, of which (i) 9,000,000 shares are designated Series A Preferred Stock, of which 8,801,409 are issued and outstanding, and (ii) 12,000,000 shares are designated Series B Preferred Stock, of which 7,982,017 are issued and reserved for issuance or outstanding. The As of the date hereof, the Company Capital Common Stock is held of record by the persons persons, with the addresses of record and in the amounts set forth in Section 3.2(a) of the Company Disclosure Letteron Schedule 2.2(a). All outstanding shares of Company Capital Common Stock are are, and at the Effective Time will be, duly authorized, validly issued, fully paid and non-assessable and not assessable. Neither the Company nor any stockholder is subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles Certificate of incorporation, as amended, Incorporation or bylaws, as amended, Bylaws of the Company, Company or any agreement to which the Company is a party or by which it is bound. There are no declared None of the outstanding Company Common Stock or accrued but unpaid dividends with respect to other securities of the Company was issued in violation of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT") or any shares of Company Capital Stock. The Company has no other capital stock authorized, issued or outstandingapplicable state Blue Sky laws. (b) Except for the Company’s 2004 Stock Plan (the “Plan”)In addition, the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation there are currently issued and outstanding options to purchase an aggregate of any person. The Company has reserved 1,500,000 121,000 shares of Company Common Stock for issuance issued to employees and directors of, and consultants to, pursuant to the Company upon the exercise of options granted under the Option Plan, of which (i) 969,425 shares are issuable, as . As of the date hereof, upon 104,125 Company Options were Vested Company Options and 16,875 Company Options were Unvested Company Options. Such options are held by the exercise of outstanding, unexercised options granted under persons and in the Plan, and (ii) 18,000 shares have been issued, as of the date hereof, upon the exercise of options granted under the Plan. Section 3.2(b)(i) of the Company Disclosure Letter sets amounts set forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisableon Schedule 2.2(b). Except for the Company Options as set forth in Section 3.2(b)(i) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure Letteron Schedule 2.2(b), 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 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. There are no outstanding or authorized stock appreciation, phantom stock, profit participation participation, or other similar rights with respect to the Company. Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders of the Companyset forth in Schedule 2.2(b), there are no voting trusts, proxies, or other agreements or understandings with respect to the voting capital stock of the Company. (c) As of the Closing, the Unvested Company Options shall have been validly terminated in accordance with their respective option agreements.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 45,000,000 7,065,250 shares with a par value of Common Stock, of which 8,607,166 .02 Euros and 6,850,950 shares are issued and outstandingoutstanding as of the date hereof. As of the date hereof, and 21,000,000 shares the capitalization of Preferred Stockthe Company is as set forth in Section 2.2(a) of the Disclosure Schedule. Assuming the same total capitalization as on the date hereof, the total Shares outstanding as of which (iimmediately prior to the Closing will be as set forth in Section 2.2(a) 9,000,000 shares of the Disclosure Schedule. All of the outstanding Shares are designated Series A Preferred Stock, of which 8,801,409 are issued and outstanding, and (ii) 12,000,000 shares are designated Series B Preferred Stock, of which 7,982,017 are issued and outstanding. The Company Capital Stock is held by the persons with the domicile addresses and in the amounts set forth in Section 3.2(a2.2(a) of the Company Disclosure LetterSchedule. All outstanding shares of Company Capital Stock Shares are duly authorized, validly issued, fully paid and non-assessable and and, except as disclosed in Section 2.2(a) to the Disclosure Schedule not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles of incorporation, as amended, incorporation or bylaws, as amended, bylaws of the Company, or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with all applicable securities laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital StockShares. The Company has no other capital stock securities authorized, issued or outstanding. (b) Except for as set forth in Section 2.2(b) of the Company’s 2004 Stock Plan Disclosure Schedule (the “Plan”"Plans"), 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 1,500,000 shares of Company Common Stock 925,000 Shares for issuance to employees and directors of, and consultants to, the Company upon the exercise of options granted under the PlanPlans, of which (i) 969,425 696,500 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the PlanPlans, and (ii) 18,000 no shares have been issued, as of the date hereof, upon the exercise of options granted under the PlanPlans. Section 3.2(b)(i2.2(b) of the Company Disclosure Letter Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, the number of shares of Company Common Stock Shares issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of , including the Company Disclosure Letter sets forth for each outstanding Company Warrant, extent vested to date and whether the name of the holder vesting of such warrant, option will be accelerated by the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisabletransactions contemplated by this Agreement. Except for the Company Options and as otherwise set forth in on Section 3.2(b)(i2.2(b) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure LetterSchedule, there are no 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 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. There are no outstanding or authorized stock appreciation, phantom stock, profit participation participation, or other similar rights with respect to the Company. Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders of the Companyhereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 45,000,000 50,000,000 shares of Company Common Stock, of which 8,607,166 there were 14,851,454 shares issued and outstanding as of September 24, 1999 and 1,000,000 preferred shares, par value $0.01 per share, none of which are issued and outstanding, and 21,000,000 shares of Preferred Stock, of which (i) 9,000,000 shares are designated Series A Preferred Stock, of which 8,801,409 are issued and outstanding, and (ii) 12,000,000 shares are designated Series B Preferred Stock, of which 7,982,017 are issued and or outstanding. The Each outstanding share of Company Capital Common Stock is held by the persons and in the amounts set forth in Section 3.2(a) of the Company Disclosure Letterentitled to one vote on each matter submitted to its shareholders for a vote. 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 (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles Articles of incorporationIncorporation or Bylaws of Company or any agreement or document to which Company is a party or by which it is bound, as amended(ii) rights of first refusal created by statute, the Articles of Incorporation or bylaws, as amended, Bylaws of the 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 the 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 StockCommon Stock have been issued without certificates. The As of September 24, 1999, Company has no other capital stock authorized, issued or outstanding. (b) Except for the Company’s 2004 Stock Plan (the “Plan”), the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation had reserved an aggregate of any person. The Company has reserved 1,500,000 4,500,000 shares of Company Common Stock for issuance pursuant to employees and directors of, and consultants to, the Company upon the exercise of Stock Option Plan. Stock options granted under the PlanCompany 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. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which (i) 969,425 shares they are issuable, as of the date hereofwill be duly authorized, upon the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 shares have been validly issued, as of the date hereof, upon the exercise of options granted under the Planfully paid and nonassessable. Section 3.2(b)(i) Part 2.2 of the Company Disclosure Letter sets forth Schedules list for each outstanding person who held Company OptionOptions as of September 24, 1999, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of Option Plan under which such optionoption was granted, the exercise price of such option, and the number of shares as to which such option had vested at such date, the vesting schedule for such optionoption 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. Section 3.2(b)(ii) The terms of the Company Disclosure Letter sets forth for each outstanding Company Warrant, Options permit the name assumption of the holder Company Options as provided by Section 6.8 of this Agreement without the consent or approval 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 warrant, the number of Company Options. (b) All outstanding shares of Company Capital Common Stock issuable upon the exercise or other capital stock of such warrantCompany, the exercise price of such warrantall outstanding Company Options, and the date upon which such warrant becomes exercisable. Except for all outstanding shares of capital stock of each subsidiary of the Company Options have been issued and granted in compliance, in all material respects, with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all material requirements set forth in Section 3.2(b)(i) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure Letter, there are no options, warrants, calls, rights, commitments or applicable 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 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 and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders of the Company, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company.or

Company Capital Structure. (a) The As of the Agreement Date, the authorized capital stock of the Company consists of 45,000,000 (i) 40,000,000 shares of Company Common Stock, $0.00001 par value, of which 8,607,166 13,401,652 shares are issued and outstanding, outstanding and 21,000,000 1,960,604 shares are reserved for issuance pursuant to outstanding Company Warrants and (ii) 19,642,116 shares of Company Preferred Stock, $0.00001 par value, (A) 7,006,076 shares of which (i) 9,000,000 shares are designated Company Series A Preferred Stock, of which 8,801,409 6,992,476 are issued and outstanding, and (ii) 12,000,000 13,600 shares are reserved for issuance pursuant to outstanding Company Warrants, and (B) 12,636,040 shares of which are designated Company Series B Preferred StockStock and, of which 7,982,017 12,623,077 are issued and outstandingoutstanding and 12,963 shares are reserved for issuance pursuant to outstanding Company Warrants. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock, and there are no other issued and outstanding shares of Company Capital Stock and no commitments or Contracts to issue any shares of Company Capital Stock other than pursuant to the exercise of Company Options under the Company Equity Plan and the Company Warrants that are, in each case, outstanding as of the Agreement Date. The Company Capital Stock is held by the persons and in the amounts set forth in holds no treasury shares. Section 3.2(a2.2(a) of the Disclosure Schedule sets forth, as of the Agreement Date, a correct and complete list of the Company Disclosure LetterStockholders and the number and type of such shares so owned by each such Company Stockholder. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to are free of any Liens, outstanding subscriptions, preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive or “put” or “call” rights that were not exercised in full) created by statute, the articles of incorporation, as amended, or bylaws, as amended, of the Company, or any agreement Contract to which the Company is a party or by which it the Company or any of its assets is boundbound other than Liens created by the Charter Documents, the Amended and Restated Voting Agreement, the Stockholders Agreement and the Right of First Refusal and Co-Sale Agreement. There are no The Company has never declared or accrued but unpaid paid any dividends with respect to on any shares of Company Capital Stock. The Company has There is no other capital stock authorized, issued or outstanding. (b) Except Liability for dividends accrued and unpaid by the Company’s 2004 Stock Plan (the “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 1,500,000 is not under any obligation to register under the Securities Act or any other Law any shares of Company Common Stock for issuance to employees and directors ofCapital Stock, and consultants to, the any Company upon the exercise of options granted under the Plan, of which (i) 969,425 shares are issuable, as Securities or any other securities of the date hereofCompany, upon whether currently outstanding or that may subsequently be issued other than as set forth in the exercise of outstanding, unexercised options granted under the Plan, Investors’ Rights Agreement. All issued and (ii) 18,000 shares have been issued, as of the date hereof, upon the exercise of options granted under the Plan. Section 3.2(b)(i) of the Company Disclosure Letter sets forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisable. Except for the all Company Options were issued in compliance with Law and all requirements set forth in Section 3.2(b)(i) of the Company Disclosure Letter Charter Documents and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure Letter, there are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, applicable Contracts to which the Company is a party or by which it the Company or any of its assets is bound other than as set forth in the Right of First Refusal and Co-Sale Agreement. No shares of Company Capital Stock are subject to vesting, reverse vesting, forfeiture, a right of repurchase or to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code, except for the shares of Company Common Stock set forth on Section 2.2(b) (such shares set forth, or required to be set forth, on Schedule 2.2(b), the “Restricted Shares”). (b) As of the Agreement Date, the Company has reserved 5,309,746 shares of Company Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Company Equity Plan, of which 1,315,672 shares are subject to outstanding and unexercised Company Options, and 3,994,074 shares remain available for issuance thereunder. Section 2.2(b) of the Disclosure Schedule sets forth, as of the Agreement Date, a correct and complete list of all Company Optionholders, and each Company Option, including the number of shares of Company Capital Stock subject to each Company Option, the number of such shares that are vested or unvested, the “date of grant” of such Company Option (as defined under Treasury Regulation 1.409A-1(b)(5)(vi)(B)), the vesting commencement date, the vesting schedule (and the terms of any acceleration thereof), the exercise price per share, the Tax status of such Company Option under Section 422 of the Code (or any applicable foreign Tax Law), the term of each Company Option, the plan from which such Company Option was Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. granted (if any), whether such option is subject to Section 409A of the Code, whether such Company Option was granted with an “early exercise” right in favor of the holder, and the country and state of residence of such Company Optionholder. All Company Options listed on Section 2.2(b) of the Disclosure Schedule that are denoted as incentive stock options under Section 422 of the Code so qualify. Section 2.2(b)-2 of the Disclosure Schedule indicates, as of the Agreement Date, which Company Optionholders are Persons that are not employees of the Company (including non-employee directors, consultants, advisory board members, vendors, service providers or other similar Persons). (c) With respect to the Company Options, (i) each grant of an option was duly authorized no later than the date on which the grant of such option was by its terms to be effective by all necessary corporate action, (ii) each award of Company Options has been made using the standard form award agreement under the Company Equity Plan, a correct and complete copy of which has been made available to Parent, (iii) no Company Options differ in any material respect from such form agreement (other than any vesting acceleration provisions contained therein, as indicated in Section 2.2(c) of the Disclosure Schedule),and (iv) there is no agreement, arrangement or understanding (written or oral) to amend, modify or supplement any such award agreement in any case from the form made available to Parent. No shares of Company Capital Stock are subject to vesting as of the Agreement Date and no Company Options are “early exercisable” as of the Agreement Date. The Company has no outstanding commitments to grant Company Options or other awards. The treatment of Company Options under Section 1.7 hereof is permitted under the Company Equity Plan, applicable Laws, and the underlying individual agreements for such equity awards. Except as set forth on Section 2.2(b) of the Disclosure Schedule, no Company Option that was granted so as to qualify as an incentive stock option as defined in Section 422 of the Code was early exercised by the holder of such Company Option. (d) As of the Agreement Date, there are no authorized, issued or outstanding Company Securities of the Company other than shares of Company Capital Stock set forth on Section 2.2(a) of the Disclosure Schedule, Company Options set forth on Section 2.2(b) of the Disclosure Schedule and the Company Warrants. Other than pursuant to the Company Warrants or as set forth on Section 2.2(a), Section 2.2(b) and Section 2.2(c) of the Disclosure Schedule, as of the Agreement Date, no Person holds any Company Securities, stock appreciation rights, stock units, share schemes, calls or rights, or is party to any Contract of any character to which the Company or an Company Security Holder is a party or by which it or its assets is bound, (i) obligating the Company or such Company Security Holder to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock Securities or other rights to purchase or otherwise acquire any Company Securities, whether vested or unvested, or (ii) obligating the Company to grant, extend, accelerate the vesting or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrantCompany Option, call, right, commitment right or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company. Contract. (e) Except as contemplated hereby and under set forth on Section 2.2(e) of the Amended and Restated Stockholders Agreement by and among Disclosure Schedule, there is no Indebtedness of the Company and certain Shareholders of (i) granting its holder the Company, there are no voting trusts, proxiesright to vote on any matters on which any Company Security Holder may vote (or that is convertible into, or other agreements exchangeable for, securities having such right) or understandings with respect to (ii) the value of which is in any way based upon or derived from capital or voting stock of the Company, issued or outstanding as of the Agreement Date (collectively, “Company Voting Debt”). (f) There are no Contracts relating to voting, purchase, sale or transfer of any Company Capital Stock (i) between or among the Company, on one hand, and any Company Security Holder, on the other hand, other than written Contracts granting the Company the right to purchase unvested shares upon termination of employment or service and (ii) to the Knowledge of the Company, between or among any of the Company Security Holders. Except as set forth on Section 2.2(b) of the Disclosure Schedule, neither the Company Equity Plan nor any Contract of any character to which the Company is a party to or by which the Company or any of its assets is bound relating to any Company Options requires or otherwise provides for any accelerated vesting of any Company Options or the acceleration of any other benefits thereunder, in each case in connection with the transactions contemplated by this Agreement or upon termination of employment or service with the Company or Parent, or any other event, whether before, upon or following the Effective Time or otherwise. Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 45,000,000 (i) 100,000,000 shares of authorized Common Stock, no par value per share ("COMMON"), of which 8,607,166 3,012,000 shares are issued and outstandingoutstanding (the "COMPANY COMMON STOCK"). Except as set forth in the immediately preceding sentence, and 21,000,000 no shares of Preferred Stockcapital stock or other equity securities of the Company are issued, of which (ireserved for issuance except as set forth in Section 2.2(b) 9,000,000 shares are designated Series A Preferred Stock, of which 8,801,409 are issued and outstanding, and (ii) 12,000,000 shares are designated Series B Preferred Stock, of which 7,982,017 are issued and below or outstanding. The Company Capital Common Stock is held of record by the persons persons, with the addresses of record and in the amounts set forth in Section 3.2(a) of the Company Disclosure Letteron SCHEDULE 2.2(a). All outstanding shares of Company Capital Common Stock are are, and at the Effective Time will be, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles Articles of incorporation, as amended, Incorporation or bylaws, as amended, Bylaws of the Company, 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 of Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. (b) Except for the Company’s 2004 Stock Plan In addition, there are currently issued and outstanding options outstanding to purchase (the “Plan”), the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation i) an aggregate of any person. The Company has reserved 1,500,000 1,023,960 shares of Company Common Stock for issuance issued to employees and employees, directors of, and consultants to, pursuant to the Company upon the exercise of options granted under the Plan, of which (i) 969,425 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, Option Plan and (ii) 18,000 shares have been issued, as an aggregate of the date hereof, upon the exercise of options granted under the Plan. Section 3.2(b)(i) of the Company Disclosure Letter sets forth for each outstanding Company Option, the name of the holder of such option, the number of 60,000 shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) issued outside of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisableOption Plan. Except for the The Company Options are held by the persons and in the amounts set forth in Section 3.2(b)(i) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure Letter, there on SCHEDULE 2.2(b). 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 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. There are no outstanding or authorized stock appreciation, phantom stock, profit participation participation, or other similar rights with respect to the Company. Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders of the Company, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 45,000,000 (i) 153,978,918 shares of Company Common Stock, of which 8,607,166 40,034,181 shares are issued and outstandingoutstanding on the date hereof, and 21,000,000 (ii) 23,500,000 shares of Preferred Stock, of which (i) 9,000,000 shares are designated Series A Preferred Stock, of which 8,801,409 23,487,948 shares are issued and outstandingoutstanding on the date hereof, and (iiiii) 12,000,000 16,240,000 shares are designated of Series B Preferred Stock, of which 7,982,017 16,129,032 shares are issued and outstandingoutstanding on the date hereof, (iv) 18,620,000 shares of Series C Preferred Stock, of which 18,610,421 shares are issued and outstanding on the date hereof, (v) 11,334,013 shares of Series CRM Preferred Stock, of which 11,334,013 shares are issued and outstanding on the date hereof. The Company Capital Stock is held by the persons and Persons in the amounts numbers of shares set forth in Section 3.2(a4.2(a) of the Company Disclosure Letter. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles of incorporation, as amended, or bylaws, as amended, Charter Documents 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 other capital stock other than the Company Capital Stock authorized, issued or outstanding. (b) . The Company has no Company Capital Stock that is unvested. Except for the Company’s 2004 Company Stock Plan (the “Plan”)Plans, the Company has never adopted adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity equity-based compensation of to any person. The Company has reserved 1,500,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the exercise of options granted under the Plan, of which (i) 969,425 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 shares have been issued, as of the date hereof, upon the exercise of options granted under the Plan. Section 3.2(b)(i) of the Company Disclosure Letter sets forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisablePerson. Except for the Company Options as set forth in Section 3.2(b)(i4.2(b) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company 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 it 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 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 of the Company or any portion of the Merger Consideration. (b) Section 4.2(c) of the Disclosure Letter sets forth each subsidiary of the Company, its jurisdiction of formation and the directors and officers of such subsidiary. Except for those set forth in Section 4.2(c) of the Disclosure Letter, the Company has never had any other subsidiaries. There are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the any Company subsidiary is a party or by which any Company subsidiary is bound obligating such subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of its capital stock or obligating such subsidiary 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 participation, or other similar rights with respect to the Companyany Company subsidiary. Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among Neither the Company and certain Shareholders of the Companynor any Company subsidiary has agreed, there are no voting trusts, proxiesis obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any other agreements Person. Neither the Company nor any Company subsidiary directly or understandings with respect to the voting stock of the Companyindirectly owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any Person.

Company Capital Structure. (a) The As of the Agreement Date, the authorized capital stock of the Company consists of 45,000,000 (i) 14,760,188 shares of Company Common Stock, $0.001 par value, of which 8,607,166 9,295,025 shares are issued and outstanding, and 21,000,000 shares of Preferred Stock, of which (i) 9,000,000 shares are designated Series A Preferred Stock, of which 8,801,409 are issued and outstanding, outstanding and (ii) 12,000,000 3,100,346 shares of Company Preferred Stock, $0.001 par value, (A) 1,194,958 shares of which are designated Series B Seed Preferred Stock, Stock and all of which 7,982,017 are issued and outstanding and (B) 1,125,388 shares of which are designed as Series Seed-2 Preferred Stock and all of which are issued and outstanding. The Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock, and there are no other issued and outstanding shares of Company Capital Stock is held by and no commitments or Contracts to issue any shares of Company Capital Stock other than pursuant to the persons exercise of Company Options under the Company Equity Plan and the Company Warrant that are, in each case, outstanding as of the amounts set forth in Agreement Date. The Company holds no treasury shares. Section 3.2(a2.2(a) of the Disclosure Schedule sets forth, as of the Agreement Date, a correct and complete list of (i) the Company Disclosure LetterStockholders and the number and type of such shares so owned by each such Company Stockholder and any beneficial holders thereof and (ii) the Company Warrantholder and the number and type of shares subject to such Company Warrantholder’s Company Warrant. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to are free of any Liens, outstanding subscriptions, preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive or “put” or “call” rights that were not exercised in full) created by statute, the articles Charter Documents or any Contract to which the Company is a party or by which the Company or any of incorporationits assets is bound. The Company has never declared or paid any dividends on any shares of Company Capital Stock. There is no Liability for dividends accrued and unpaid by the Company. The Company is not under any obligation to register under the Securities Act or any other Law any shares of Company Capital Stock, as amended, any Company Securities or bylaws, as amended, any other securities of the Company, whether currently outstanding or that may subsequently be issued. All issued and outstanding shares of Company Capital Stock and all Company Options were, in all material respects, issued in compliance with Law and all requirements set forth in the Charter Documents and any applicable Contracts to which the Company is a party or by which the Company or any of its assets is bound. No shares of Company Capital Stock are subject to vesting, reverse vesting, forfeiture, a right of repurchase or to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, except for the shares of Company Common Stock set forth on Section 2.2(b)-1 (such shares set forth, or required to be set forth, on Section 2.2(b)-1 of the Disclosure Schedule, the “Restricted Shares”). Each Contract pursuant to which any Restricted Shares are subject to vesting or a right of repurchase or a substantial risk of forfeiture is set forth on Section 2.2(b)-1. To the Knowledge of the Company, duly and properly completed elections under Section 83(b) of the Code were timely and properly filed with the IRS with respect to all of the Restricted Shares and any other shares of Company Capital Stock, if any, that at any time were subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code. (b) As of the Agreement Date, the Company has reserved 1,400,000 shares of Company Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Company Equity Plan, of which 885,750 shares are subject to outstanding and unexercised Company Options, and 274,569 shares remain available for issuance thereunder. Section 2.2(b)-1 of the Disclosure Schedule sets forth, as of the Agreement Date, a correct and complete list of all Company Optionholders, and each Company Option, whether or not granted under the Company Equity Plan, including the number of shares of Company Capital Stock subject to each Company Option, the number of such shares that are vested or unvested, the “date of grant” of such Company Option (as defined under Treasury Regulation 1.409A-1(b)(5)(vi)(B)), the vesting commencement date, the vesting schedule (and the terms of any acceleration thereof), the exercise price per share, the Tax status of such Company Option under Section 422 of the Code (or any applicable foreign Tax Law), the term of each Company Option, the plan from which such Company Option was granted (if any), whether such Company Option is subject to Section 409A of the Code, whether such Company Option was granted with an “early exercise” right in favor of the holder, and the country and state of residence of such Company Optionholder. All Company Options listed on Section 2.2(b)-1 of the Disclosure Schedule that are denoted as incentive stock options under Section 422 of the Code so qualify as of the date of grant of such Company Option. Section 2.2(b)-2 of the Disclosure Schedule indicates, as of the Agreement Date, which Company Optionholders are Persons that are not employees of the Company (including non-employee directors, consultants, advisory board members, vendors, service providers or other similar Persons), including a description of the relationship between each such Person and the Company. (c) With respect to the Company Options, (i) each grant of an option was duly authorized no later than the date on which the grant of such option was by its terms to be effective by all necessary corporate action, (ii) each award of Company Options has been made using the standard form award agreement under the Company Equity Plan, a correct and complete copy of which has been made available to Parent, (iii) no Company Options differ in any material respect from such form agreement (other than any vesting acceleration provisions contained therein as indicated in Section 2.2(d) of the Disclosure Schedule) and (iv) there is no agreement, arrangement or understanding (written or oral) to amend, modify or supplement any such award agreement in any case from the form made available to Parent. No Company Option that was granted so as to qualify as an incentive stock option as defined in Section 422 of the Code was early exercised by the holder of such Company Option. (d) As of the Agreement Date, there are no authorized, issued or outstanding Company Securities other than shares of Company Capital Stock set forth on Section 2.2(a) of the Disclosure Schedule, Company Options set forth on Section 2.2(b)-1 of the Disclosure Schedule and the Company Warrant. Other than pursuant to the Company Warrant or as set forth on Section (a), Section 2.2(b)-1, or Section 2.2(f) of the Disclosure Schedule, as of the Agreement Date, no Person holds any Company Securities or is party to any Contract of any character to which the Company is a party or by which it or its assets is bound. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. (b) Except for the Company’s 2004 Stock Plan (the “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 1,500,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the exercise of options granted under the Plan, of which (i) 969,425 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 shares have been issued, as of the date hereof, upon the exercise of options granted under the Plan. Section 3.2(b)(i) of the Company Disclosure Letter sets forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisable. Except for the Company Options set forth in Section 3.2(b)(i) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure Letter, there are no 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 Company Securities or other rights to purchase or otherwise acquire any Company Securities, whether vested or unvested, other than written Contracts granting the Company the right to purchase unvested shares upon termination of Company Capital Stock employment or service, or (ii) obligating the Company to grant, extend, accelerate the vesting or repurchase rights of, change the price of, or 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 Company Option or other similar rights Company Security. (e) Section 2.2(e) of the Disclosure Schedule identifies as of the Agreement Date each Person with respect to the Company. Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among an offer letter or other Contract that contemplates a grant of Company Options or grant or issuance of other securities of the Company (including the number, series and certain Shareholders class of shares, exercise price, vesting commencement date, and vesting schedule (including any accelerated vesting)), or who has otherwise been promised Company Options or other securities of the Company, there are no voting trusts, proxieswhich Company Options have not been granted, or other agreements securities have not been granted or understandings with respect issued, as of the Agreement Date. (f) There is no Indebtedness of the Company (i) granting its holder the right to vote on any matters on which any Company Securityholder may vote (or that is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting stock of the Company (collectively, “Company Voting Debt”). (g) There are no Contracts relating to voting of any Company Capital Stock (i) between or among the Company, on the one hand, and any Company Securityholder, on the other hand and (ii) to the Knowledge of the Company, between or among any of the Company Securityholders. (h) The true and correct liquidation preference for (i) the Company Series Seed Preferred Stock is the Series Seed Liquidation Preference and (ii) the Company Series Seed-2 Preferred Stock is the Series Seed Liquidation Preference.

Company Capital Structure. (a) The authorized capital stock of the Company Capital Stock consists of 45,000,000 15,000,000 shares of authorized Common Stock, par value $0.001 per share, of which 8,607,166 1,941,066 shares are issued and outstanding, and 21,000,000 10,000,000 shares of authorized Preferred Stock, of which (i) 9,000,000 par value $0.001 per share. Of the authorized Preferred Stock, 3,898,084 shares are have been designated as Series A Preferred Stock, of which 8,801,409 819,101 shares are issued and outstanding, and (ii) 12,000,000 2,009,530 shares are have been designated as Series B Preferred Stock, of which 7,982,017 2,009,530 shares are issued and outstanding. The Company Capital Stock is held of record by the persons with the 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 6.15(a) of this Agreement, the Company will have issued and outstanding 1,941,066 shares of Common Stock (not including 68,000 shares which may be issued to the Apsylog Minority Holder as defined in Section 3.2(a6.15(a) below), 3,898,084 shares of the Company Disclosure LetterSeries A Preferred Stock, and 2,009,530 shares of Series 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 and not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles Certificate of incorporation, as amended, Incorporation or bylaws, as amended, Bylaws of the Company, Company 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 shares Each outstanding share of Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. (b) Except for the Company’s 2004 Preferred Stock Plan (the “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 1,500,000 shares is presently convertible into one share of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the exercise of options granted under the Plan, of which (i) 969,425 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 shares have been issued, as of the date hereof, upon the exercise of options granted under the Plan. Section 3.2(b)(i) of the Company Disclosure Letter sets forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisableStock. Except for the Company Options set forth as described in Section 3.2(b)(iSchedule 2.2(b) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure Letteror Schedule 2.2(c), there are no 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 Company Capital Stock. (b) Of the 1,941,066 shares of Company Common Stock outstanding, 1,563,708 shares were issued pursuant to restricted stock purchase agreements granting repurchase options in favor of the Company in the event of a termination of employment ("Restricted Stock"). Schedule 2.2(b) identifies each employee of the Company or any Subsidiary who holds Restricted Stock and specifies the vesting schedule for such Restricted Stock, the extent to which such shares of Restricted Stock are vested to date, and whether the vesting of such Restricted Stock will accelerate as a result of the transactions contemplated by this Agreement. (c) The Company has reserved 1,000,000 shares of Common Stock for issuance to employees and consultants pursuant to the Option Plan, of which 134,500 shares are subject to outstanding, unexercised options and 488,142 shares remain available for future grant. Schedule 2.2(c) sets forth for each outstanding Company Option the name of the holder of such option, the address of such holder, the number of shares of Common Stock subject to such option, the exercise price and the vesting schedule of such option, including the extent vested to date, and whether the exercisability of such option will be accelerated and become exercisable by the transactions contemplated by this Agreement. Except as described in Schedule 2.2(c), there are no 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 grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment commitment, or agreement. There are no outstanding The holders of Company Options or authorized stock appreciationany other options or rights set forth in Schedule 2.2(c) have been or will be given, phantom stockor shall have properly waived, profit participation or other similar rights with respect any required notice prior to the CompanyMerger. (d) As a result of the Merger, Parent will be the record and sole beneficial owner of all outstanding Company Capital Stock and all rights to acquire or receive Company Capital Stock. Except as contemplated hereby and under At or before the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders Effective Time, any rights of any holder or prospective holder of the Company's securities to cause such securities to be registered under the United States Securities Act of 1933, there are no as amended (the "Securities Act"), and any information rights, voting trustsrights, proxiesrights of co-sale, rights to maintain equity percentage, rights of first refusal and the like that may exist for the benefit of any such holder or other agreements or understandings with respect to the voting stock of the Companyprospective holder shall have been terminated, except as expressly contemplated by this Agreement.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 45,000,000 (i) 153,978,918 shares of Company Common Stock, of which 8,607,166 40,034,181 shares are issued and outstandingoutstanding on the date hereof, and 21,000,000 (ii) 23,500,000 shares of Preferred Stock, of which (i) 9,000,000 shares are designated Series A Preferred Stock, of which 8,801,409 23,487,948 shares are issued and outstandingoutstanding on the date hereof, and (iiiii) 12,000,000 16,240,000 shares are designated of Series B Preferred Stock, of which 7,982,017 16,129,032 shares are issued and outstandingoutstanding on the date hereof, (iv) 18,620,000 shares of Series C Preferred Stock, of which 18,610,421 shares are issued and outstanding on the date hereof, (v) 11,334,013 shares of Series CRM Preferred Stock, of which 11,334,013 shares are issued and outstanding on the date hereof. The Company Capital Stock is held by the persons and Persons in the amounts numbers of shares set forth in Section 3.2(a4.2(a) of the Company Disclosure Letter. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles of incorporation, as amended, or bylaws, as amended, Charter Documents 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 other capital stock other than the Company Capital Stock authorized, issued or outstanding. (b) . The Company has no Company Capital Stock that is unvested. Except for the Company’s 2004 Company Stock Plan (the “Plan”)Plans, the Company has never adopted adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity equity-based compensation of to any person. The Company has reserved 1,500,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the exercise of options granted under the Plan, of which (i) 969,425 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 shares have been issued, as of the date hereof, upon the exercise of options granted under the Plan. Section 3.2(b)(i) of the Company Disclosure Letter sets forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisablePerson. Except for the Company Options as set forth in Section 3.2(b)(i4.2(b) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company 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 it 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 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 of the Company or any portion of the Merger Consideration. (b) Section 4.2(c) of the Disclosure Letter sets forth each subsidiary of the Company, its jurisdiction of formation and the directors and officers of such subsidiary. Except for those set forth in Section 4.2(c) of the Disclosure Letter, the Company has never had any other subsidiaries. There are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the any Company subsidiary is a party or by which any Company subsidiary is bound obligating such subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of its capital stock or obligating such subsidiary 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 participation, or other similar rights with respect to the Companyany Company subsidiary. Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among Neither the Company and certain Shareholders of the Companynor any Company subsidiary has agreed, there are no voting trusts, proxiesis obligated to make, or is bound by any Contract under which it may become obligated to make any future investment in, or capital contribution to, any other agreements Person. Neither the Company nor any Company subsidiary directly or understandings with respect to the voting stock of the Companyindirectly owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any Person.

Company Capital Structure. (a) The As of the Agreement Date, the authorized capital stock of the Company consists of 45,000,000 (i) 40,000,000 shares of Company Common Stock, $0.00001 par value, of which 8,607,166 13,401,652 shares are issued and outstanding, outstanding and 21,000,000 1,960,604 shares are reserved for issuance pursuant to outstanding Company Warrants and (ii) 19,642,116 shares of Company Preferred Stock, $0.00001 par value, (A) 7,006,076 shares of which (i) 9,000,000 shares are designated Company Series A Preferred Stock, of which 8,801,409 6,992,476 are issued and outstanding, and (ii) 12,000,000 13,600 shares are reserved for issuance pursuant to outstanding Company Warrants, and (B) 12,636,040 shares of which are designated Company Series B Preferred StockStock and, of which 7,982,017 12,623,077 are issued and outstandingoutstanding and 12,963 shares are reserved for issuance pursuant to outstanding Company Warrants. Each share of Company Preferred Stock is convertible on a one-share for one-share basis into Company Common Stock, and there are no other issued and outstanding shares of Company Capital Stock and no commitments or Contracts to issue any shares of Company Capital Stock other than pursuant to the exercise of Company Options under the Company Equity Plan and the Company Warrants that are, in each case, outstanding as of the Agreement Date. The Company Capital Stock is held by the persons and in the amounts set forth in holds no treasury shares. Section 3.2(a2.2(a) of the Disclosure Schedule sets forth, as of the Agreement Date, a correct and complete list of the Company Disclosure LetterStockholders and the number and type of such shares so owned by each such Company Stockholder. All issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to are free of any Liens, outstanding subscriptions, preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive or “put” or “call” rights that were not exercised in full) created by statute, the articles of incorporation, as amended, or bylaws, as amended, of the Company, or any agreement Contract to which the Company is a party or by which it the Company or any of its assets is boundbound other than Liens created by the Charter Documents, the Amended and Restated Voting Agreement, the Stockholders Agreement and the Right of First Refusal and Co-Sale Agreement. There are no The Company has never declared or accrued but unpaid paid any dividends with respect to on any shares of Company Capital Stock. The Company has There is no other capital stock authorized, issued or outstanding. (b) Except Liability for dividends accrued and unpaid by the Company’s 2004 Stock Plan (the “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 1,500,000 is not under any obligation to register under the Securities Act or any other Law any shares of Company Common Stock for issuance to employees and directors ofCapital Stock, and consultants to, the any Company upon the exercise of options granted under the Plan, of which (i) 969,425 shares are issuable, as Securities or any other securities of the date hereofCompany, upon whether currently outstanding or that may subsequently be issued other than as set forth in the exercise of outstanding, unexercised options granted under the Plan, Investors’ Rights Agreement. All issued and (ii) 18,000 shares have been issued, as of the date hereof, upon the exercise of options granted under the Plan. Section 3.2(b)(i) of the Company Disclosure Letter sets forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisable. Except for the all Company Options were issued in compliance with Law and all requirements set forth in Section 3.2(b)(i) of the Company Disclosure Letter Charter Documents and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure Letter, there are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, applicable Contracts to which the Company is a party or by which it the Company or any of its assets is bound obligating other than as set forth in the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Right of First Refusal and Co-Sale Agreement. No shares of Company Capital Stock are subject to vesting, reverse vesting, forfeiture, a right of repurchase or obligating to a "substantial risk of forfeiture" within 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 and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders meaning of Section 83 of the CompanyCode, there are no voting trusts, proxiesexcept for the shares of Company Common Stock set forth on Section 2.2(b) (such shares set forth, or other agreements or understandings with respect required to be set forth, on Schedule 2.2(b), the voting stock of the Company“Restricted Shares”).

Company Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 45,000,000 1,000,000 shares of authorized Company Class A Common Stock, of which 8,607,166 449,250 shares are issued and outstanding, and 21,000,000 9,000,000 shares of Preferred authorized Company Class B Common Stock, of which (i) 9,000,000 12,663 shares are issued and outstanding and 500,000 shares of authorized Company preferred stock, $0.10 par value per share, 100,000 of which are designated Company Series A Preferred Stock, none of which 8,801,409 are issued and outstanding, and (ii) 12,000,000 shares are designated Series B Preferred Stock, of which 7,982,017 are issued and outstanding. The Company Capital Stock is held of record by the persons persons, with the addresses of record and in the amounts set forth in Section 3.2(a) of the Company Disclosure Letteron Schedule 2.2(a). All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles Articles of incorporation, as amended, Incorporation or bylaws, as amended, Bylaws of the Company, 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 All preferential rights of Company Capital StockSeries A Preferred Stock in connection with or arising from the Merger are as set forth in the Articles of Incorporation of the Company or as provided under Idaho Law. The rights, privileges and preferences of the Company has no other capital stock authorizedClass A Common Stock and the Company Class B Common Stock are identical, issued or outstandingexcept that the Company Class B Common Stock is non-voting. (b) Except for As of the Company’s 2004 Stock Plan (the “Plan”)date of this Agreement, 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 1,500,000 100,000 shares of Company Common Stock for issuance to employees and directors ofconsultants pursuant to the Company’s 1997 Stock Option Plan, of which 78,750 shares are subject to outstanding, unexercised options and consultants to21,250 shares remain available for future grant. As of the date of this Agreement, the Company upon has reserved 200,000 shares of Company Common Stock for issuance to employees and consultants pursuant to the Company’s 1999 Stock Option/Stock Issuance Plan, of which 139,300 shares are subject to outstanding, unexercised options; 5,600 shares have been issued pursuant to the exercise of options granted under the Plan, pursuant to such plan and are outstanding (all of which (i) 969,425 shares are issuable, as have been accounted for in the calculation of the date hereof, number of shares of Class B Common Stock outstanding in 2.2(a) above); and 55,100 shares remain available for future grant. The Company has reserved no shares of Company Common Stock for issuance upon the exercise of outstanding, unexercised options outstanding Company Options granted under outside the Plan, and (iiOption Plans. Schedule 2.2(b) 18,000 shares have been issued, as of the date hereof, upon the exercise of options granted under the Plan. Section 3.2(b)(i) of the Company Disclosure Letter sets forth for each outstanding Company Option, the name of the holder holder, the domicile address of such optionthe holder, the number of shares of Company Common Stock issuable upon the exercise of subject to such option, the exercise price of such option, option and the vesting schedule for such option. Section 3.2(b)(ii) , including the extent such option is vested to date and whether and to what extent the exercisability of such option will be accelerated by reason of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisabletransactions contemplated by this Agreement. Except for the Company Options set forth described in Section 3.2(b)(i) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure LetterSchedule 2.2(b), there are no 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 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. There are no outstanding The holders of Company Options have been or authorized stock appreciationwill be given, phantom stockor shall have properly waived, profit participation or other similar rights with respect any required notice prior to the CompanyMerger, and all such rights to notice will be terminated at or prior to the Effective Time. At the Effective Time, Parent will be the record and sole beneficial owner of all capital stock of Company and rights to acquire or receive such capital stock. Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders of the Companythis Agreement, there are no rights agreements, voting truststrust, proxies, proxy or other agreements agreement or understandings understanding to which the Company is a party or by which it is bound or of which it has knowledge with respect to the voting stock any equity security of any class of the Company. All of the Company’s outstanding securities were issued in compliance with all applicable state and federal securities laws.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 45,000,000 thirty million (30,000,000) shares of authorized Company Common Stock, of which 8,607,166 shares are issued and outstanding, and 21,000,000 shares of Preferred Stock, of which (i) 9,000,000 shares are designated Series A Preferred Stock, of which 8,801,409 are issued and outstanding, and (ii) 12,000,000 shares are designated Series B Preferred Stock, of which 7,982,017 16,018,420 are issued and outstanding. The Company Capital Stock is held by the persons and Except as set forth in the amounts immediately preceding sentence, no shares of capital stock or other equity securities of the Company are issued or reserved for issuance except as set forth in Section 3.2(a2.2(c) of the Company Disclosure Letterbelow. All outstanding shares of Company Capital Stock are are, and at the Closing will be, duly authorized, validly issued, fully paid and non-non assessable and not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles Articles of incorporation, as amended, Incorporation or bylaws, as amended, Bylaws of the Company, Company or any agreement to which the Company is a party or by which it is bound. There are no declared None of the outstanding Company Capital Stock or accrued but unpaid dividends with respect to other securities of the Company were issued in violation of the Securities Act, or any applicable state blue sky laws. Schedule 2.2 hereto is an accurate and complete list, as of the Closing Date, of all Company Stockholders and Company Optionholders and their respective addresses, the number and class or series of shares of Company Capital Stock and Company Options held by such Company Stockholders and Company Optionholders, the pro rata ownership of the outstanding shares of Company Common Stock, the Merger Consideration to be issued to each holder and the amount of cash to be deposited into the Escrow Fund on behalf of each holder. The An executive officer of the Company has no other capital stock authorized, issued or outstandingcertified that such list is complete and accurate as of the Closing Date. (b) Except for the Company Stock Option Plan or Restricted Stock Purchase Agreements entered into with the Company’s 2004 Stock Plan (the “Plan”)'s founders, neither the Company nor any of its subsidiaries has never adopted ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation of to any person. The Company has reserved 1,500,000 a total of 2,000,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, under the Company upon the exercise of options granted under the Plan, Stock Option Plan of which (i) 969,425 options to purchase 200,000 shares of Company Common Stock are outstanding and 1,340,000 shares are issuable, available to be granted as of the date hereof, upon the exercise . True and complete copies of outstanding, unexercised options granted all agreements and instruments relating to or issued under the PlanCompany Stock Option Plan have been provided to Parent and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments, from the forms thereof provided to Parent. (iic) 18,000 shares have been issuedExcept for the outstanding options to purchase Company Common Stock as set forth above, as of the date hereof, upon the exercise of options granted under the Plan. Section 3.2(b)(i) of the Company Disclosure Letter sets forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisable. Except for the Company Options set forth in Section 3.2(b)(i) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure LetterEffective Time, 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 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. There are no outstanding or authorized stock appreciation, phantom stock, profit participation participation, or other similar rights with respect to the Company. Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders of the Company, there There are no voting trusts, proxies, or other agreements or understandings with respect to the voting capital stock of the Company.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 45,000,000 shares an unlimited number of Common StockShares, of which 8,607,166 3,350,000 shares are issued and outstanding, an unlimited number of Class A Preferred Shares, of which 4,000,000 shares are issued and outstanding, an unlimited number of Class B Preferred Shares, of which 3,206,244 shares are issued and outstanding, and 21,000,000 shares an unlimited number of Preferred StockCompany Non-Voting Common Shares, of which (i) 9,000,000 which, as of the date hereof, no shares are designated Series A Preferred Stock, of which 8,801,409 are issued and outstanding, and (ii) 12,000,000 shares are designated Series B Preferred Stock, of which 7,982,017 are issued and outstanding. The Company Capital Stock is Shares are held by the persons Persons and in the amounts set forth in Section 3.2(a2.2(a) of the Disclosure Schedule which further sets forth for each such Person the number and class of shares held, the number of the applicable share certificates representing such shares, and the domicile addresses of such Persons and an indication of whether each such Person is or is not a U.S. Person. Section 2.2(a) of the Disclosure Schedule will be updated to reflect any exercises of Company Disclosure LetterOptions between the date of this Agreement and the Effective Time, as mutually agreed to by the Company and Parent. All outstanding shares of Company Capital Stock Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles of incorporation, as amended, or bylaws, as amended, of the CompanyCharter Documents, or any agreement to which the Company is a party or by which it is bound, other than the Amended and Restated Unanimous Shareholder Agreement dated December 5, 2008 and other than Section 27 of the Business Corporations Act (New Brunswick). (b) All outstanding Company Shares and Company Options have been issued or granted in compliance with all applicable federal, provincial, foreign, or local statutes, laws, rules, or regulations, including securities laws, and were issued or transferred, as the case may be, in accordance with any right of first refusal or similar right or limitation Known to the Company, including those in the Charter Documents, the Management Agreement dated August 11, 2006, the Unanimous Shareholder Agreement dated April 24, 2007, and the Amended and Restated Unanimous Shareholder Agreement dated December 5, 2008. There are no declared or accrued but unpaid dividends with respect to any shares of the Company Capital StockShares. The Other than the Company Shares set forth in Section 2.2(a) of the Disclosure Schedule, the Company has no other capital stock authorized, issued or outstandingoutstanding shares. (bc) Except for the Company’s 2004 Stock Plan (the “Plan”), neither the Company nor any of its Subsidiaries has never adopted ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity equity-related compensation of to any personperson (whether payable in shares, cash or otherwise). The Company has reserved 1,500,000 shares of 3,614,000 Company Non-Voting Common Stock Shares for issuance to employees and directors of, and consultants to, the Company and its Affiliated Entities (as defined in the Plan) upon the exercise of options granted under the Plan, of which which, as of the date hereof, (i) 969,425 shares 2,700,688 Company Non-Voting Common Shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 shares no Company Non-Voting Common Shares have been issued, as of the date hereof, issued upon the exercise of options granted under the PlanPlan and (iii) 913,312 Company Non-Voting Common Shares remain available for future grant. Section 3.2(b)(i2.2(c) of the Company Disclosure Letter Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of record of such holder, whether such holder is an employee, consultant, director or officer of the Company or of an Affiliated Entity (as defined in the Plan), the number of shares of Company Non-Voting Common Stock Shares issuable upon the exercise of such option, the date of grant of such option, the exercise price of such option, and the vesting schedule for such option, including the extent vested to date and whether the vesting of such option is subject to acceleration as a result of the Transaction or any other events. Section 3.2(b)(ii) Each Company Option was originally granted with an exercise price per share that the Board of Directors of the Company Disclosure Letter sets forth in good faith, based on a reasonable valuation method utilized at the time of grant, determined to be at least equal to the fair market value of a Company Non-Voting Common Share on the date of grant. The terms of the Plan and the applicable agreements for each outstanding Company WarrantOption permit the assumption or substitution of Company Options in exchange for an option to purchase Parent Common Stock and the termination of Company Options as provided in this Agreement, without the consent or approval of the holders of such securities, the name Shareholders or otherwise and without any acceleration of the holder exercise schedules or vesting provisions in effect for such Company Options. True and complete copies of all agreements and instruments relating to or issued under the Plan have been Made Available and such warrantagreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments from the number of shares forms thereof Made Available. All holders of Company Capital Stock Options are current employees or non-employee directors of the Company. (d) There are no outstanding loans from the Company to Shareholders. (e) No bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries (i) having the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from voting securities of the Company, are issued or outstanding as of the date hereof (collectively, “Voting Debt”). (f) As of the date hereof, no securities of the Company are issuable upon the exercise of such warrant, outstanding options that have not been issued under the exercise price of such warrant, and the date upon which such warrant becomes exercisablePlan. Except for the Company Options Options, rights granted to Shareholders under the Charter Documents and the commitments to grant options set forth in out as Section 3.2(b)(i2.2(f)(i) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure LetterSchedule, 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 it 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 in the capital 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. There are no outstanding or authorized stock appreciation, phantom stock, profit participation participation, or other similar rights with respect to the Company. Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders set out in Section 2.2(f)(ii) of the CompanyDisclosure Schedule, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock securities of the CompanyCompany or any of its Subsidiaries, and there are no agreements to which the Company or any of its Subsidiaries is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company or any of its Subsidiaries. Immediately following the Closing, Sub will be the sole registered and beneficial holder of all issued and outstanding Company Shares and there will not be any outstanding rights to acquire or receive any Company Shares. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The As of the date hereof, the authorized capital stock of the Company consists of 45,000,000 35,000,000 shares of Company Common Stock, of which 8,607,166 7,192,734 shares are issued and outstanding, and 21,000,000 outstanding on the date hereof; 2,027,028 shares of Preferred Stock, of which (i) 9,000,000 shares are designated Company Series A Preferred Stock, of which 8,801,409 186,072 shares are issued and outstanding, and (ii) 12,000,000 ; 5,815,500 shares are designated of Company Series B Preferred Stock, of which 7,982,017 2,684,647 shares are issued and outstanding and 10,705,700 shares of Company Series C Preferred Stock, of which 10,705,632 shares are issued and outstanding. The Each share of Company Preferred Stock is convertible on a one-share-for-one-share basis into Company Common Stock and will be pursuant to their terms, be converted into Company Common Stock immediately prior to the First Merger. As of the date hereof, the Company Capital Stock is held by the persons Persons and in the amounts set forth in Section 3.2(a2.5(a) of the Company Disclosure LetterSchedule which further sets forth for each such Person the number of shares held, class and/or series of such shares. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles of incorporation, as amended, or bylaws, as amended, of the CompanyCharter Documents, or any agreement to which the Company is a party or by which it is bound. (b) All outstanding shares of Company Capital Stock (including Company Restricted Stock) and Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any stockholder of the Company) in compliance with all applicable Legal Requirements, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any stockholder of the Company) in accordance with any right of first refusal or similar right or limitation Known to the Company. No Stockholder has exercised any right of redemption, if any, provided in the Charter Documents with respect to shares of the Company Preferred Stock, and the Company has not received notice that any Stockholder intends to exercise such rights. The Company does not have 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 Capital Stock, or out of any agreements or arrangement 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 Other than the Company Capital Stock set forth in Section 2.5(a) of the Disclosure Schedule, the Company has no other capital stock authorized, issued or outstanding. (bc) Section 2.5(c) of the Disclosure Schedule sets forth for all holders of Company Restricted Stock as of the date hereof, the name of the holder of such Company Restricted Stock, the date of grant and/or purchase of such Company Restricted Stock, as applicable, the purchase price of such Company Restricted Stock, if any, the repurchase price of such Company Restricted Stock, if any, whether such Company Restricted Stock was acquired pursuant the exercise of an incentive stock option (as defined in Section 422 of the Code) and the vesting schedule for such Company Restricted Stock, the extent vested to date and whether the vesting of such Company Restricted Stock is subject to acceleration as a result of the Transactions or any other events and, to the Knowledge of the Company, whether the holder has made a timely election with the Internal Revenue Service under Section 83(b) of the Code with respect to such Company Restricted Stock. (d) All holders of Company Restricted Stock are current employees or directors of the Company or its Subsidiaries. To the Knowledge of the Company, no holder of Company Restricted Stock has failed to timely make an election with the Internal Revenue Service under Section 83(b) of the Code with respect to such Company Restricted Stock. (e) Except for the Company’s 2004 Stock Plan (the “Plan”)Plans, neither the Company nor any Subsidiary has never adopted ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity or equity-related compensation of to any personperson (whether payable in shares, cash or otherwise). The Company has reserved 1,500,000 5,031,270 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options or the granting or purchase of restricted stock or the granting of restricted stock units granted under the 2011 Plan, of which (i) 969,425 3,633,403 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the 2011 Plan, (ii) 2,645 shares have been issued upon the exercise of options granted under the 2011 Plan and remain outstanding as of the date hereof, (iii) 1,340,166 shares have been issued as restricted stock awards under the 2011 Plan and remain outstanding as of the date hereof, and (iiiv) 18,000 55,056 shares have been issuedremain available for future grant. 757,634 shares of Company Common Stock are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the 2006 Plan. 1,715,965 shares of Company Common Stock have been issued upon the exercise of KM Options, and 485,000 shares of Company Common Stock are issuable, as of the date hereof, upon the exercise of outstanding, unexercised KM Options. Company Option was originally granted with an exercise price that the Company Board in good faith, based on a reasonable valuation method utilized at the time of grant, determined to be at least equal to the fair market value of a share of Company Common Stock on the date of grant. The terms of the Plans and the applicable agreements for each Company Option and/or Company Restricted Stock award permit the assumption of options to purchase Parent Common Stock, and the cashout and/or termination of Company Options or Company Restricted Stock, as applicable, as provided in this Agreement, without the consent or approval of the holders of such securities, the Stockholders or otherwise and, other than as set forth on in Section 3.2(b)(i2.4 of the Disclosure Schedule, without any acceleration of the exercise schedules or vesting provisions in effect for such Company Options or Company Restricted Stock, as applicable. True and complete copies of all agreements and instruments relating to or issued under the Plans have been Made Available and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof Made Available. No holder of Company Options has the ability to early exercise any Company Options for shares of Company Restricted Stock under the Plans or any other Contract relating to such Company Options. All holders of Company Options are current or former employees or non-employee directors of the Company. (f) Section 2.5(f) of the Company Disclosure Letter Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, Option and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder holder, the type of entity of such warrantholder, the domicile address of record of such holder, whether such holder is an employee of the Company, the number of shares of Company Capital Stock issuable upon the exercise of such warrantoption or warrant (as applicable), the date of grant, the exercise price (if any), the vesting schedule, including the extent vested to date and whether such vesting is subject to acceleration as a result of the Transactions or any other events, and, for any option, whether such warrantoption is a KM Option and whether such option is a nonstatutory option or intended to qualify as an incentive stock option as defined in Section 422 of the Code and, in the case of Company Options, whether (and to what extent) such Company Option is or has ever been subject to Section 409A (whether or not subsequently amended to comply with or be exempt from the requirements of Section 409A and any action taken to amend such Company Option to comply with or be exempt from the requirements of Section 409A). (g) No bonds, debentures, notes or other indebtedness of the Company or any Subsidiary (i) having the right to vote on any matters on which stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting stock of the Company, are issued or outstanding as of the date upon which such warrant becomes exercisable. hereof. (h) Except for the Company Options set forth in Section 3.2(b)(i) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure LetterWarrants, there are no options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company or any Subsidiary is a party or by which it 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 capital stock 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. None of the Company, the Company Board, any committee thereof or the administrator of the Plans has resolved to accelerate or accelerated the vesting of any Company Restricted Stock or Company Options in contemplation of the Transactions. There are no outstanding or authorized stock appreciation, phantom stock, profit participation participation, or other similar rights with respect to the CompanyCompany or any Subsidiary (whether payable in shares, cash or otherwise). Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders of the Companyhereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the CompanyCompany or any Subsidiary, and there are no agreements to which the Company or any Subsidiary is a party 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. As a result of the First Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Capital Stock and all rights to acquire or receive any shares of Company Capital Stock, whether or not such shares of Company Capital Stock are outstanding. (i) Section 2.5(i) of the Disclosure Schedule sets forth the outstanding principal, accrued interest and applicable rate of interest of all outstanding Indebtedness from the Company (as lender) to Stockholders (as borrowers).

Company Capital Structure. (a) The authorized capital stock of the Company consists of 45,000,000 (i) 105,113,144 shares of Company Common Stock, of which 8,607,166 (A) 60,000,000 shares are designated Company Class A Common Stock, of which 11,006,678 shares are issued and outstanding, (B) 9,113,144 shares are designated Company Class E Common Stock, all of which are issued and 21,000,000 outstanding and (C) 36,000,000 shares are designated Company Class F Common Stock, of which 12,775,885 shares are issued and outstanding, (ii) 22,917,531 shares of Company Preferred Stock, of which (iA) 9,000,000 13,043,478 shares are designated Series A Preferred Stock, all of which 8,801,409 are issued and outstanding, outstanding and (iiB) 12,000,000 9,874,053 shares are designated Series B Preferred Stock, all of which 7,982,017 are issued and outstanding. The Each share of Company Preferred Stock is convertible on a one‑share for one‑share basis into Company Class F Common Stock. As of the date hereof, the Company Capital Stock is held by the persons Persons with the domicile addresses and in the amounts set forth in on Section 3.2(a2.2(a) of the Company Disclosure LetterSchedule which further sets forth for each such Person the number of shares held by such Person, the applicable stock certificate number(s) representing such shares, the number of shares subject to repurchase, whether any such repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, the vesting schedule for such shares and whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and non‑assessable and, other than pursuant to the terms of the Investors’ Rights Agreement, are not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles of incorporation, as amended, or bylaws, as amended, of the CompanyCharter Documents, or any agreement to which the Company is a party or by which it is bound. Except as set forth in Section 2.2(a) of the Disclosure Schedule, there are no outstanding shares of Company Capital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption right. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. The Except as set forth in this Section 2.2(a), the Company has no other capital stock authorized, issued or outstanding. (b) All outstanding shares of Company Capital Stock and Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company) in material compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws, and in accordance with the terms and conditions of the Plans, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company) in accordance with any right of first refusal or similar right or limitation Known to the Company, including those in the Charter Documents. (c) Except for the Company’s 2004 Stock Plan (the “Plan”)Plans, the Company has never adopted adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation of to any personPerson. The 2012 Plan and the 2011 Plan, have each been duly authorized, approved and adopted by the Board and the requisite Company Stockholders and are in full force and effect. As of the date hereof, the Company has reserved 1,500,000 4,429,660 shares of Company Class A Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options granted under the 2012 Plan, of which (i) 969,425 2,772,320 shares are issuable, as of the date hereof, issuable upon the exercise of outstanding, unexercised options granted under the 2012 Plan, and (ii) 18,000 317,189 shares have been issued, as of the date hereof, issued upon the exercise of options granted under the 2012 Plan and remain outstanding as of the date hereof, (iii) 701,540 shares have been issued in the form of restricted stock granted under the 2012 Plan and remain outstanding as of the date hereof and (iv) 321,422 shares of Company Class A Common Stock remain available for future grant under the 2012 Plan. As of the date hereof, the Company has reserved 9,987,949 shares of Company Class A Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock granted under the 2011 Plan, of which (i) 9,987,949 shares have been issued in the form of restricted stock granted under the 2011 Plan and remain outstanding as of the date hereof and (ii) no shares of Company Class A Common Stock remain available for future grant under the 2011 Plan. Section 3.2(b)(i2.2(c) of the Company Disclosure Letter Schedule sets forth forth, as of the date hereof, for each outstanding Company OptionOption or restricted stock award granted under the Plans, the name of the holder of such optionoption or award, the number type of shares of Company Common Stock issuable upon the exercise entity of such optionholder, the exercise price domicile address of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrantholder, the name of the holder of such warrant, the type and number of shares of Company Capital Stock issuable upon the exercise of such warrantoption or award, the exercise price of such warrantoption or award (if applicable), the date of grant of such option or award, the vesting schedule for such option or award, including the extent vested to date and whether (and to what extent) the vesting of such option or award is subject to acceleration as a result of the transactions contemplated by this Agreement and whether such option is a nonstatutory option or intended to qualify as an incentive stock option as defined in Section 422 of the Code and whether such option is subject to Section 409A of the Code and the guidance and regulations promulgated thereunder (“Section 409A”). No Company Option has been granted with an exercise price less than the fair market value of the Company Capital Stock underlying such option on its date of grant. True and complete copies of all agreements and instruments relating to or issued under the Plans have been made available to Parent, and such agreements and instruments have not been amended, modified or supplemented other than as provided in this Agreement, and there are no agreements to amend, modify or supplement such agreements or instruments from the date upon which such warrant becomes exercisable. Except for the Company Options forms thereof made available to Parent. (d) Other than as set forth in Section 3.2(b)(i2.2(c) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) Schedule, as of the Company Disclosure LetterClosing, 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 it 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 capital stock 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. There are no outstanding or authorized stock appreciation, phantom stock, profit participation participation, or other similar rights with respect to the Company. . (e) Except for the Voting Agreement, the Charter Documents and as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders of the Companyhereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. Except for the Investors’ Rights Agreement, the ROFR and Co-Sale Agreement and as set forth in Section 2.2(e) of the Disclosure Schedule, there are no agreements to which the Company is a party 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. (f) The Spreadsheet is accurate, complete and correct as of the Closing Date.

Company Capital Structure. (a) The As of the Agreement Date, the authorized capital stock of the Company consists of 45,000,000 (i) 50,000,000 shares of Company Common Stock, $0.0001 par value, of which 8,607,166 no shares are issued and outstanding, and 21,000,000 shares of Preferred Stock, of which (i) 9,000,000 shares are designated Series A Preferred Stock, of which 8,801,409 are issued and outstanding, ; and (ii) 12,000,000 34,007,511 shares of Company Preferred Stock, $0.0001 par value, which are designated Series B Seed Preferred Stock, Stock and all of which 7,982,017 are issued and outstanding. The Each share of Company Capital Preferred Stock is held by convertible into Company Common Stock at the persons and Conversion Price (as defined in the amounts set forth in Section 3.2(aCertificate of Incorporation) of the Company Disclosure Letter. All and there are no other issued and outstanding shares of Company Capital Stock and no commitments or Contracts to issue any shares of Company Capital Stock. The Company holds no treasury shares. Section 3.2(a) of the Disclosure Schedule sets forth, as of the Agreement Date, a correct and complete list of the holders of issued and outstanding and authorized shares of Company Capital Stock of the Company and each of its Subsidiaries with the number and type of such shares so owned by each such holder, and any beneficial holders thereof. All issued and outstanding shares of Company Capital Stock or other Equity Interests of the Company and each of its Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and not subject to are free of any Liens (except as are imposed by federal and state securities laws), outstanding subscriptions, preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive or “put” or “call” rights that were not exercised in full) created by statute, the articles Charter Documents or any Contract to which the Company or any of incorporation, as amended, its Subsidiaries is a party or bylaws, as amended, by which the Company or any of its Subsidiaries or any of their respective assets are bound. None of the Company, Company nor any of its Subsidiaries has ever declared or paid any dividends on any shares of Company Capital Stock or other Equity Interests. There is no Liability for dividends accrued and unpaid by the Company or any agreement of its Subsidiaries. The Company is not under any obligation to register under the Securities Act or any other Law any shares of Company Capital Stock, any Company Securities or any other securities or Equity Interests of the Acquired Companies, whether currently outstanding or that may subsequently be issued. All issued and outstanding shares of Company Capital Stock and all RSUs were issued in compliance with Law and all requirements set forth in the Charter Documents and any applicable Contracts to which the Company is a party or by which it the Company or any of its assets is bound. There are no declared or accrued but unpaid dividends with respect to any No shares of Company Capital Stock. The Company has no other capital stock authorizedStock are subject to vesting, issued reverse vesting, forfeiture, a right of repurchase or outstandingto a “substantial risk of forfeiture” within the meaning of Section 83 of the Code. (b) Except for the Company’s 2004 Stock Plan (the “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 1,500,000 no options stock options outstanding under the Company Equity Plan. As of the Agreement Date, 12,455,494 shares of Company Common Stock for issuance are subject to employees and directors of, and consultants to, or otherwise deliverable in connection with outstanding RSUs under the Company upon Equity Plan. The Company has delivered or made available to Parent copies of the exercise of options granted under Company Equity Plan covering the Plan, of which (i) 969,425 shares are issuable, RSUs outstanding as of the date hereof, upon of this Agreement and all forms of all stock unit agreements evidencing such RSUs. All RSUs are evidenced by award agreements in the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 shares forms that have been issued, provided to Parent. Section 3.2(b) of the Disclosure Schedule sets forth a listing of all Persons who hold outstanding RSUs as of the date hereofclose of business on the Agreement Date, upon the exercise of options granted under the Plan. Section 3.2(b)(i) of the Company Disclosure Letter sets forth for each outstanding Company Option, the name of the holder of such optionindicating, the number of shares of Company Common Stock issuable upon the exercise of such optionsubject thereto, the exercise price date of such optiongrant or issuance, and the vesting schedule for such option. Section 3.2(b)(iischedule. (c) As of the Company Disclosure Letter sets forth for each Agreement Date, there are no authorized, issued or outstanding Company Warrant, the name of the holder of such warrant, the number of Securities other than shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisableStock. Except for the Company Options Other than as set forth in on Section 3.2(b)(i3.2(a) or Section 3.2(b) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) Schedule, as of the Agreement Date, no Person holds any Company Disclosure LetterSecurities or other Equity Interests, there are no options, warrants, calls, stock appreciation rights, commitments stock units, share schemes, calls or agreements rights, or is party to any Contract of any character, written or oral, character to which the Company or any of its Subsidiaries or a Company Security Holder is a party or by which it or its assets is bound bound, obligating (i) the Company or any of its Subsidiaries or such Company Security Holder to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock Securities or obligating other rights to purchase or otherwise acquire any Company Securities, whether vested or unvested; or (ii) the Company or any of its Subsidiaries to grant, extend, accelerate the vesting or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment right or agreement. Contract. (d) There are is no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company. Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among Indebtedness of the Company and certain Shareholders or any of its Subsidiaries (i) granting a holder the Company, there are no voting trusts, proxiesright to vote on any matters on which any Company Security Holder may vote (or that is convertible into, or other agreements exchangeable for, securities having such right); or understandings with respect to (ii) the value of which is in any way based upon or derived from capital or voting stock of the Company or any of its Subsidiaries, issued or outstanding as of the Agreement Date (collectively, “Company Voting Debt”). (e) There are no Contracts relating to voting, purchase, sale or transfer of any Company Capital Stock or Equity Interests between or among the Company or any of its Subsidiaries, on one hand, and any Security Holder of the Company or any of its Subsidiaries, on the other hand, other than written Contracts granting the Company the right to purchase unvested shares upon termination of employment or service. Neither the Company Equity Plan nor any Contract of any character to which the Company or any of its Subsidiaries is a party to or by which the Company or any of its Subsidiaries or any of its assets is bound relating to any RSUs requires or otherwise provides for any accelerated vesting of any RSUs or the acceleration of any other benefits thereunder, in each case in connection with the transactions contemplated by this Agreement or upon termination of employment or service with the Company or any of its Subsidiaries or Parent, or any other event, whether before, upon or following the Effective Time or otherwise. (f) As of the Effective Time: (i) the number of shares of Company Capital Stock set forth in the Allocation Schedule as being owned by a Person, or subject to RSUs owned by such Person, constitutes the entire interest of such Person in the issued and outstanding Company Capital Stock or any other Company Securities of the Company; (ii) no Person not disclosed in the Allocation Schedule has a right to acquire from the Company nor any of its Subsidiaries any shares of Company Capital Stock, RSUs, Equity Interests or any other Company Securities; and (iii) the shares of Company Capital Stock and the RSUs disclosed in the Allocation Schedule are free and clear of any Liens other than restrictions on transfer imposed by federal and state securities laws.

Company Capital Structure. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 45,000,000 5,000,000 shares of Common Stock, of which 8,607,166 1,568,125 shares are issued and outstanding as of the date hereof. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the -------------- Disclosure Schedule. Prior to the Effective Time, the Company intends to effect a recapitalization (the "Recapitalization") following which the authorized ---------------- capital stock of the Company will consist of (i) 4,000,000 shares of Common Stock, of which 800,000 shares will be issued and outstanding, (ii) 400,000 shares of Series A Preferred Stock, of which 304,200 shares are issued and outstanding, (iii) 400,000 shares of Series B Preferred Stock, of which 372,175 shares are issued and outstanding, and 21,000,000 (iv) 200,000 shares of Series C Preferred Stock, of which (i) 9,000,000 91,750 shares are designated Series A Preferred Stock, of which 8,801,409 are issued and outstandingoutstanding as of the Effective Time. The Recapitalization, if effected, will have been consummated with the consent of 100% of the Company's Common Stock, and otherwise in accordance with applicable laws. Giving effect to the Recapitalization, the total number of shares of Company Common Stock and Company Preferred Stock outstanding as of immediately prior to the Effective Time (ii) 12,000,000 assuming the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares are designated Series B of Company Common Stock or Company Preferred Stock, ) will be as set forth in Section 2.2(a) of which 7,982,017 are issued and outstandingthe Disclosure Schedule. The Company Capital Stock is held -------------- by the persons with the domicile addresses and in the amounts set forth in Section 3.2(a2.2(a) of the Company Disclosure LetterSchedule. All outstanding shares of Company -------------- Capital Stock are now and, after giving effect to the Recapitalization, will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles certificate of incorporation, as amended, incorporation or bylaws, as amended, bylaws of the Company, or any agreement to which the Company is a party or by which it is bound, and have been issued and, after giving effect to the Recapitalization, will be in compliance with federal and state securities laws. There are no All outstanding shares of Company Capital Stock have been and, after giving effect to the Recapitalization, will have been issued in compliance with all applicable federal, state, foreign, or local statues, laws, rules, or regulations, including federal and state securities laws. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or Loss (as defined in Section 7.2 hereof) relating to or arising out of the ----------- Recapitalization, the issuance or repurchase of any Company Capital Stock or Company Options, or out of any agreements or arrangements relating thereto. Any liability arising from the Recapitalization shall be borne by the Company Stockholders. The Company has never declared or accrued but unpaid any dividends with respect to any shares of Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. Except as set forth in Section 2.2(a) of the -------------- Disclosure Schedule, no vesting provisions applicable to any shares of Company Options, any restricted stock subject to Company repurchase, or to any other rights to purchase Company Common Stock will accelerate as a result of the Merger. (b) Except for the Company’s 2004 Stock Plan (the “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 initially reserved 1,500,000 400,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the exercise of options granted under the Plan, of which (i) 969,425 shares are issuable, as of the date hereofof this Agreement, 329,265 shares are issuable upon the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 zero shares have been issued, as of the date hereof, issued upon the exercise of options granted under the Plan. Section 3.2(b)(i2.2(b) of the Company Disclosure Letter Schedule sets forth for each outstanding Company -------------- Option, the name of the holder of such option, the domicile address of such holder, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option, including the extent vested prior to the Option Repurchase and whether the vesting of such option would be accelerated by the transactions contemplated by this Agreement, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. Except as disclosed in Section 3.2(b)(ii2.2(b) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisable. Except for the Company Options set forth in Section 3.2(b)(i) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure LetterSchedule, there are no 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 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. There are no outstanding or authorized stock appreciation, phantom stock, profit participation participation, or other similar rights with respect to the Company. Except as contemplated hereby and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders of the Companyhereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. As a result of the Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Capital Stock and all rights to acquire or receive any shares of Company Capital Stock, whether or not such shares of Company Capital Stock are presently outstanding. (c) As of the Effective Time, (i) the Option Repurchase shall be completed in accordance with all applicable laws for an aggregate consideration of no more than $6,585.30, and (ii) as a result of the Option Repurchase, no Company Options shall be outstanding.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 45,000,000 29,000,000 shares of Common Stock, of which 8,607,166 6,914,185 shares are issued and outstanding, and 21,000,000 1,620,000 shares of Company SC Preferred Stock, of which (i) 9,000,000 120,000 shares are designated issued and outstanding, 10,717,323 shares of Company Series A Preferred Stock, of which 8,801,409 10,717,323 shares are issued and outstanding, outstanding and (ii) 12,000,000 7,260,936 shares are designated of Company Series B Preferred Stock, of which 7,982,017 7,249,440 shares are issued and outstanding. The Company Series A Preferred Stock, the Company Series B Preferred Stock and the Company SC Preferred Stock are convertible on a one-share for one-share basis into Company Common Stock. The Company Capital Stock is held by the persons Persons and in the amounts set forth in Section 3.2(a2.2(a) of the Company Disclosure LetterSchedule which further sets forth for each such Person the number of shares held, class and/or series of such shares, the number of the applicable stock certificates representing such shares and the domicile addresses of record of such Persons. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles of incorporation, as amended, or bylaws, as amended, of the CompanyCharter Documents, or any agreement to which the Company is a party or by which it is bound. (b) All outstanding shares of Company Capital Stock and Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any stockholder 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 stockholder of the Company) in accordance with any right of first refusal or similar right or limitation Known to the Company, including those in the Charter Documents, the Company’s Amended and Restated Investors’ Rights Agreement dated as of May 3, 2010 and the Company’s Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of May 3, 2010. No Stockholder has exercised any right of redemption, if any, provided in the Certificate of Incorporation with respect to shares of the Company Preferred Stock, and the Company has not received notice that any Stockholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. The Other than the Company Capital Stock set forth in Section 2.2(a) of the Disclosure Schedule, the Company has no other capital stock authorized, issued or outstanding. (bc) Section 2.2(c) of the Disclosure Schedule sets forth for all holders of Company Unvested Common Stock, the name of the holder of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock, the purchase price of such Company Unvested Common Stock, the repurchase price of such Company Unvested Common Stock, whether such Company Unvested Common Stock was acquired pursuant to the exercise of an incentive stock option (as defined in Section 422 of the Code) and the vesting schedule for such Company Unvested Common Stock, including the grant date, whether the vesting of such Company Unvested Common Stock is subject to acceleration as a result of the transactions contemplated by this Agreement or any other events and whether, to the Knowledge of the Company, the holder has made a timely election with the Internal Revenue Service under Section 83(b) of the Code with respect to such Company Unvested Common Stock. All holders of Company Unvested Common Stock are current employees of the Company. (d) Except for the Company’s 2004 Stock Plan (the “Plan”), the Company has never adopted adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity equity-related compensation of to any personperson (whether payable in shares, cash or otherwise). The Company has reserved 1,500,000 4,168,892 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options granted under the Plan, of which which (i) 969,425 3,583,381 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 434,185 shares have been issued, as of the date hereof, issued upon the exercise of options or purchase of restricted stock granted under the Plan. Section 3.2(b)(i) Plan and remain outstanding as of the Company Disclosure Letter sets forth date hereof and (iii) 151,326 shares remain available for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the number of shares of Company Capital Stock issuable upon the exercise of such warrant, the exercise price of such warrant, and the date upon which such warrant becomes exercisable. Except for the Company Options set forth in Section 3.2(b)(i) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure Letter, there are no 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 Company Capital Stock or obligating the Company to future 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 and under the Amended and Restated Stockholders Agreement by and among the Company and certain Shareholders of the Company, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 45,000,000 262,000,000 shares of authorized Common Stock, par value $0.001 per share, of which 8,607,166 89,059,231 shares are issued and outstandingoutstanding as of the date hereof, and 21,000,000 216,368,717 shares of authorized Preferred Stock, par value $0.001 per share, of which (i) 9,000,000 shares 80,000,000 are designated Series A Preferred Stock, of which 8,801,409 80,000,000 shares are issued and outstandingoutstanding as of the date hereof, 80,000,000 of which are designated Series A-1 Preferred Stock, of which no shares are issued and (ii) 12,000,000 shares outstanding as of the date hereof, 45,168,717 of which are designated Series B Preferred Stock, of which 7,982,017 45,168,717 shares are issued and outstandingoutstanding as of the date hereof, and 11,200,000 of which are designated Series C Preferred Stock, of which no shares are issued and outstanding as of the date hereof. The As of the date hereof, the Company Capital Stock is held of record by the persons persons, with the addresses of record and in the amounts set forth in Section 3.2(a) of the Company Disclosure Letteron Schedule 2.2(a). All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights (which have not been waived in writing, provided that any such waiver is enforceable against all parties who may have had any such preemptive rights that were not exercised in full) created by statute, the articles Certificate of incorporation, as amended, Incorporation or bylaws, as amended, Bylaws of the Company, 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 of Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. (b) Except for the Company’s 2004 Stock Plan (the “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 1,500,000 50,000,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, pursuant to the Company upon the exercise of options granted under the Option Plan, of which (i) 969,425 6,001,367 shares are issuablesubject to outstanding, unexercised options as of the date hereof and 17,242,369 shares remain available for future grant as of the date hereof, . The Company has reserved no shares of Common Stock for issuance upon the exercise of outstanding, unexercised options granted under the Plan, and (ii) 18,000 shares have been issued, as of Company Options outstanding on the date hereof, hereof and granted outside the Option Plan and 25,000 shares of Common Stock and 11,133,506 shares of Series C Preferred Stock for issuance upon the exercise of options granted under warrants outstanding on the Plandate hereof (the "Warrants"). Section 3.2(b)(iSchedule 2.2(b) of the Company Disclosure Letter sets forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Common Stock issuable upon the exercise of such option, the exercise price of such option, and the vesting schedule for such option. Section 3.2(b)(ii) of the Company Disclosure Letter sets forth for each outstanding Company Option or Warrant, the name of the holder of such warrantoption or Warrant, the domicile address of such holder, the number of shares of Company Capital Common Stock issuable upon the exercise of subject to such warrantoption or Warrant, the exercise price of such warrant, option or Warrant and the vesting schedule for such option or Warrant, including the exercisability of such option or Warrant will be accelerated and become exercisable by reason of the transactions contemplated by this Agreement, each as of the date upon which such warrant becomes exercisablehereof. Except for the Company Options set forth and Warrants described in Section 3.2(b)(i) of the Company Disclosure Letter and the Company Warrants set forth in Section 3.2(b)(ii) of the Company Disclosure LetterSchedule 2.2(b), there are no 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 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. There are no outstanding The holders of Company Options and Warrants have been or authorized stock appreciationwill be given, phantom stockor shall have properly waived, profit participation or other similar rights with respect any required notice prior to the CompanyEffective Time. Except as contemplated hereby As a result of the Merger, Parent will be the record and under the Amended and Restated Stockholders Agreement by and among sole beneficial owner of all capital stock of the Company and certain Shareholders of the Company, there are no voting trusts, proxies, rights to acquire or other agreements or understandings with respect to the voting stock of the Companyreceive such capital stock.