Common use of Company Capital Structure Clause in Contracts

Company Capital Structure. (a) The authorized share capital of the Company consists of 48,480,000 Ordinary Shares, of which 9,506,736 shares are issued and outstanding; 4,000,000 Series A Preference Shares, all of which shares are issued and outstanding; 4,000,000 Series A-1 Preference Shares, of which 3,893,750 shares are issued and outstanding; 2,000,000 Series A-2 Preference Shares, all of which shares are issued and outstanding; 6,500,000 Series A-3 Preference Shares, all of which shares are issued and outstanding; and 10,250,000 Series B Preference Shares, of which 10,236,018 shares are issued and outstanding. The Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible on a one-share for one-share basis into Company Ordinary Shares. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital is held by the persons with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule 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 Share Capital are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound. All outstanding shares of Company Share Capital and all outstanding Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share Capital. The Company has no other share capital authorized, issued or outstanding. (b) Section 2.2(b) 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 repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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. (c) 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. The Company has reserved 7,750,000 Company Ordinary Shares for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares or the exercise of options granted under the Plan, of which (i) 1,858,077 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised Company Options granted under the Plan, (ii) 3,303,612 shares have been issued upon the exercise of Company Options or Company Unvested Common Stock granted under the Plan and remain outstanding as of the date hereof and (iii) 2,588,311 shares remain available for future grant. As of the date hereof, no Company Ordinary Shares are issuable upon the exercise of outstanding Company Options that have not been issued under the Plan. Section 2.2(c) of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, 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 Share Capital issuable upon the exercise of such option, the exercise price of such option, the date of grant of such option, 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 transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions), 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. True and complete copies of all agreements and instruments relating to or issued under the Plan have been provided to Purchaser 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 Purchaser. (d) Except for the Company Options, there are no options, warrants, calls, rights, convertible promissory notes, other 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 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 of the share capital of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the equity of the Company or any of its Subsidiaries (whether payable in equity, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company 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 Share Capital. As a result of the Acquisition, and assuming the effectiveness of the Scheme of Arrangement, Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Share Capital and all rights to acquire or receive any shares of Company Share Capital, whether or not such shares of Company Share Capital are outstanding. (e) No Shareholder has any outstanding loans from the Company. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association of the Company as amended as of immediately prior to the Effective Time. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares(i) 20,000,000 shares of authorized Common Stock, par value $.001 per share ("COMMON"), of which 9,506,736 3,399,324 shares are issued and outstanding and 258,834 shares (assuming the exercise of the warrants listed in clause (ii) of Section 2.2(b) below and conversion of the Series B Preferred Stock into Common Stock prior to the Effective Time), and (ii) 20,000,000 shares of Preferred Stock, par value $.001 per share ("PREFERRED STOCK"), of which 6,000,000 shares have been designated "Series A Preferred Stock," of which 5,424,945 shares are issued and outstanding; 4,000,000 , 5,000,000 shares have been designated "Series A Preference Shares, all B Preferred Stock," of which 3,910,000 shares are issued and outstanding; 4,000,000 , and 4,060,000 shares have been designated "Series A-1 Preference Shares, C Preferred Stock," of which 3,893,750 3,333,360 shares are issued and outstanding; 2,000,000 Series A-2 Preference Sharesoutstanding (the Common Stock and Preferred Stock are collectively referred to herein as the "Company Capital Stock"). Except as set forth in the immediately preceding sentence, all no shares of which shares capital stock or other equity securities of the Company are issued and outstanding; 6,500,000 Series A-3 Preference Sharesissued, all of which shares are issued and outstanding; and 10,250,000 Series B Preference Shares, of which 10,236,018 shares are issued and reserved for issuance or outstanding. The Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible on a one-share for one-share basis into Company Ordinary Shares. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital Stock is held of record by the persons persons, with the domicile addresses of record and in the amounts set forth in Section on Schedule 2.2(a) of the Disclosure Schedule 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 Share Capital are Stock are, and at the Effective Time will be, duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound. All outstanding shares None of Company Share Capital and all the outstanding Company Options have been issued Capital Stock or repurchased (in the case other securities of shares that were outstanding and repurchased by the Company was issued in violation of the Securities Act of 1933, as amended, or any Shareholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, state Blue Sky laws, rules, or regulations, including federal and state securities laws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share Capital. The Company has no other share capital authorized, issued or outstanding. (b) Section 2.2(b) of the Disclosure Schedule sets forth for all holders of Company Unvested Common StockIn addition, 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 there are currently issued and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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. (c) 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. The Company has reserved 7,750,000 Company Ordinary Shares for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares or the exercise of options granted under the Plan, of which outstanding (i) 1,858,077 Warrants to purchase 30,000 shares are issuable, as of the date hereof, upon the Series A Preferred Stock at an exercise price of outstanding, unexercised Company Options granted under the Plan$.40 per share, (ii) 3,303,612 Warrants to purchase 120,000 shares have been issued upon the of Series B Preferred Stock at an exercise price of Company Options or Company Unvested Common Stock granted under the Plan and remain outstanding as of the date hereof and $0.50 per share, (iii) 2,588,311 Warrants to purchase 1,000,000 shares remain available for future grant. As of the date hereofCommon Stock at an exercise price of $0.10 per share, no Company Ordinary Shares are issuable upon the (iv) Warrants to 100,000 shares of Common Stock at an exercise price of $1.00 per share, and (v) options outstanding Company Options that have not been issued under the Plan. Section 2.2(c) to purchase an aggregate of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, 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 1,016,361 shares of Company Share Capital issuable upon Common Stock issued to employees and consultants pursuant to the exercise of such option, Company Option Plan. The Warrants and Options are held by the exercise price of such option, persons and in the date of grant of such option, 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 transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisionsamounts set forth on Schedule 2.2(b), 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. True and complete copies of all agreements and instruments relating to or issued under the Plan have been provided to Purchaser and such agreements and instruments have not been amended, modified or supplemented, and there There are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to Purchaser. (d) Except for the Company Options, there are no other options, warrants, calls, rights, convertible promissory notes, other 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 the Company 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 share capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the equity of the Company or any of its Subsidiaries (whether payable in equity, cash or otherwise)Company. Except as contemplated hereby, there There are no voting trusts, proxies, or other agreements or understandings with respect to the voting capital stock of the Company 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 Share Capital. As a result of the Acquisition, and assuming the effectiveness of the Scheme of Arrangement, Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Share Capital and all rights to acquire or receive any shares of Company Share Capital, whether or not such shares of Company Share Capital are outstanding. (e) No Shareholder has any outstanding loans from the Company. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association of the Company as amended as of immediately prior to the Effective Time. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares(a) 14,000,000 shares of common stock, of which 9,506,736 1,086,842 shares are issued and outstanding; 4,000,000 Series A Preference Shares, all of which shares are issued and outstanding; 4,000,000 Series A-1 Preference Shares, of which 3,893,750 shares are issued and outstanding; 2,000,000 Series A-2 Preference Shares, all of which shares are issued and outstanding; 6,500,000 Series A-3 Preference Shares, all of which shares are issued and outstanding; and 10,250,000 Series B Preference Shares, of which 10,236,018 shares are issued and outstanding. The Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible on a one-share for one-share basis into Company Ordinary Shares. As outstanding as of the date hereof, the capitalization and (b) 8,449,564 shares of preferred stock, of which (i) 500,000 shares have been designated Series A, all of which are issued and outstanding as of the Company is date hereof, (ii) 431,550 shares have been designated Series B, all of which are issued and outstanding as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital is held by the persons with the domicile addresses date hereof, (iii) 2,077,428 shares have been designated Series C, of which 2,074,935 shares are issued and in the amounts set forth in Section 2.2(a) outstanding as of the Disclosure Schedule date hereof, (iv) 2,400,000 shares have been designated Series D, all of which further sets forth for each such person the number of shares held, class and/or series of such shares are issued and the number outstanding as of the applicable stock certificates representing such sharesdate hereof, (v) 2,015,450 shares have been designated Series E, all of which are issued and outstanding as of the date hereof, and (vi) 920,526 shares have been designated Series F, of which 609,492 shares are issued and outstanding as of the date hereof; and (vii) 104,610 shares have been designated Series G, of which 96,525 shares are issued and outstanding as of the date hereof. All outstanding shares of Company Share Capital Stock are duly authorized, validly issued, fully paid and non-assessable nonassessable and are not subject to preemptive or first refusal rights created by statute, the Charter Documents, Articles of Incorporation or Bylaws of the Company or any agreement or document to which the Company is a party or by which it is bound. All As of the date hereof, the outstanding shares of Company Share Capital and all outstanding Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rights. There Series A Preferred are no declared or accrued but unpaid dividends with respect to any convertible into 500,000 shares of Company Share Capital. The Company has no other share capital authorized, issued or outstanding. (b) Section 2.2(b) of the Disclosure Schedule sets forth for all holders of Company Unvested Common Stock, the name outstanding shares of the holder Series B Preferred are convertible into 431,550 shares of such Company Unvested Common Stock, the repurchase price outstanding shares of such Series C Preferred are convertible into 2,074,935 shares of Company Unvested Common Stock, the date outstanding shares of purchase Series D Preferred are convertible into 3,458,203 shares of such Company Unvested Common Stock, the outstanding shares of Series E Preferred are convertible into 2,015,450 shares of Company Common Stock, the outstanding shares of Series F Preferred are convertible into 609,492 shares of Company Common Stock and the vesting schedule for such outstanding shares of Series G Preferred are convertible into 96,525 shares of Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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. (c) 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. The Company has reserved 7,750,000 an aggregate of 9,326,155 shares of Company Ordinary Shares Common Stock for issuance to employees and directors of, and consultants to, upon conversion of the Company upon Preferred Stock. The Company has reserved an aggregate of 830,747 shares of Company Common Stock for issuance pursuant to the issuance of shares or the exercise of options granted under the Company's 1994 Stock Incentive Plan, of under which (i) 1,858,077 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised Company Options granted under the Plan, (ii) 3,303,612 shares have been issued upon the exercise of Company Options or Company Unvested Common Stock granted under the Plan and remain outstanding as of the date hereof Options are outstanding for an aggregate of 365,573 shares of Company Common Stock and (iii) 2,588,311 no shares remain of Company Common Stock are available for future grant. The Company has reserved an aggregate of 1,398,078 shares of Company Common Stock for issuance pursuant to the Company's 1997 Stock Incentive Plan, under which as of the date hereof Options are outstanding for an aggregate of 832,429 shares of Company Common Stock and 92,894 shares of Company Common Stock are available for grant. The Company has reserved an aggregate of 761,500 shares of Company Common Stock for issuance pursuant to the Company's 2004 Stock Incentive Plan, under which as of the date hereof Options are outstanding for an aggregate of 459,500 shares of Company Common Stock and 37,000 shares of Company Common Stock are available for grant. As of the date hereof, no an aggregate of 590,000 shares of Company Ordinary Shares Common Stock are issuable subject to outstanding Options issued outside of any stock incentive or similar plan of the Company, and an aggregate of 590,000 shares of Company Common Stock have been reserved for issuance upon the exercise of outstanding Company Options that have not been issued under the Plansuch Options. Section 2.2(c) As of the Disclosure Schedule sets forth date hereof, there are outstanding Warrants to purchase an aggregate of 15,000 shares of Company Common Stock and 140,000 shares of Series F Preferred. The Company has reserved a sufficient number of shares of Company Common Stock and Company Preferred Stock (as applicable) for each issuance upon exercise of Warrants outstanding on the date hereof and for the conversion of Company Option, Preferred Stock issuable upon exercise of certain of such outstanding Warrants into shares of Company Common Stock. All shares of Company Stock subject to issuance upon the name exercise of Options and Warrants outstanding as of the holder date hereof, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.3 hereof sets forth, as of such optionthe Agreement Date, a complete and accurate list of the type holders of entity record of such holder Company Stock (excluding any Options or Warrants exercised as of Agreement Date) as reflected in the Company's books and any ultimate parent entity of such holderrecords, if not an individual, the domicile address of such holder, setting forth the number of shares of Company Share Capital issuable upon Stock, and the exercise class or series of such optionshares, held by each holder and (for shares other than Company Common Stock) the number of shares of Company Common Stock (if any) into which such shares are convertible. Schedule 2.3 also sets forth as of the Agreement Date, a list of all holders of record of outstanding Options and Warrants (excluding any Options or Warrants exercised as of Agreement Date) as reflected in the Company's books and records, indicating with respect to each such Option or Warrant, the exercise price of such optionper share, the date of grant and, as it relates to Options, the stock incentive plan under which such Option was granted or if granted outside of such optionplans, the vesting schedule for such option, including the extent vested a reference to date and whether the vesting of such option is subject to acceleration as a result of the transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions), 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. True and complete copies of all agreements and instruments relating to or issued under the Plan have been provided to Purchaser 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 Purchaserthat effect. (d) Except for the Company Options, there are no options, warrants, calls, rights, convertible promissory notes, other 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 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 of the share capital of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the equity of the Company or any of its Subsidiaries (whether payable in equity, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company 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 Share Capital. As a result of the Acquisition, and assuming the effectiveness of the Scheme of Arrangement, Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Share Capital and all rights to acquire or receive any shares of Company Share Capital, whether or not such shares of Company Share Capital are outstanding. (e) No Shareholder has any outstanding loans from the Company. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association of the Company as amended as of immediately prior to the Effective Time. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares150,000,000 shares of Company Common Stock, of which 9,506,736 which, as of the date of this Agreement, 52,434,246 shares are issued and outstanding; 4,000,000 20,492,660 shares of Company Series A Preference SharesPreferred Stock, all of which 20,492,660 shares are issued and outstanding; 4,000,000 25,143,740 shares of Company Series A-1 Preference SharesB Preferred Stock, of which 3,893,750 25,143,740 shares are issued and outstanding; 2,000,000 3,989,060 shares of Company Series A-2 Preference SharesA-1 Preferred Stock, all of which 3,989,060 shares are issued and outstanding; 6,500,000 , and 19,394,227 shares of Company Series A-3 Preference Shares, all of which shares are issued and outstanding; and 10,250,000 Series B Preference SharesC Preferred Stock, of which 10,236,018 9,853,520 shares are issued and outstanding. The Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible on a one-share for one-share basis into Company Ordinary Shares. As of the date hereofof this Agreement, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital Stock is held by the persons with the domicile addresses Persons and in the amounts set forth in Section 2.2(a3.5(a) of the Disclosure Schedule which further sets forth for each such person Person the number of shares held, class and/or series of such shares and shares, the number of the applicable stock certificates representing such sharesshares and the domicile addresses in the Company’s records of such Persons. All outstanding shares of Company Share Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statuteLaw, the Charter Documents, or any agreement Contract to which the Company is a party or by which it is bound. . (b) All outstanding shares of Company Share Capital Stock and all outstanding Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder stockholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities lawsLaws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder stockholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in limitation Known to the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement)Company. No Shareholder Stockholder has exercised any right of redemption, if any, provided in the Articles Certificate of Incorporation with respect to shares of the Company Preference SharesPreferred Stock, and the Company has not received written notice that any Shareholder Stockholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share CapitalCapital Stock. The Other than the Company Capital Stock set forth in Section 3.5(a) of the Disclosure Schedule, the Company has no other share capital stock authorized, issued or outstanding. (b) Section 2.2(b) 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 repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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. (c) Except for the Plan, neither the Company nor any of its Subsidiaries Subsidiary has ever adopted, sponsored or maintained any stock option plan or any other plan or agreement Contract providing for equity equity-related compensation to any personperson (whether payable in shares, cash or otherwise). The Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Stockholders and is in full force and effect. The Company has reserved 7,750,000 24,429,813 shares of Company Ordinary Shares Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares stock or the exercise of options granted under the Plan, of which (i) 1,858,077 19,317,581 shares are issuable, as of the date hereofof this Agreement, upon the exercise of outstanding, unexercised Company Options options granted under the Plan, (ii) 3,303,612 3,213,386 shares have been issued upon the exercise of Company Options options or Company Unvested Common Stock purchase of restricted stock granted under the Plan and remain outstanding as of the date hereof of this Agreement and (iii) 2,588,311 1,898,846 shares remain available for future grant. As No Company Option has been granted with an exercise price less than the fair market value of the date hereof, no Company Ordinary Shares are issuable upon the exercise of outstanding Company Options that have not been issued under the Plan. Section 2.2(c) of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, 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 a share of Company Share Capital issuable upon the exercise of such option, the exercise price of such option, Common Stock on the date of grant grant. The terms of such option, 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 transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions), whether such option was issued under the Plan and whether such option is a nonstatutory option the applicable agreements for each Company Option permit the assumption or intended substitution of options to qualify purchase Parent Class A Common Stock and the termination of Company Options as an incentive stock option as defined provided in Section 422 this Agreement, without the consent or approval of the Codeholders of such securities, the Stockholders or otherwise and without any acceleration of the 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 provided to Purchaser Made Available and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements Contracts to amend, modify or supplement such agreements or instruments from the forms thereof provided Made Available. No holder of Company Options has the ability to Purchaserearly exercise any Company Options under the Plan or any other Contract relating to such Company Options. All holders of Company Options are current employees or non-employee directors of the Company. The Company has not made or delivered any written communications to the employees or contractors of the Company with respect to any payment arising out of the transactions contemplated by this Agreement. (d) There are no outstanding loans or Indebtedness involving, on the one hand, the Company and on the other hand, any of the Stockholders. (e) 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 of this Agreement. (f) Except for the Company Options, there are no outstanding options, warrants, calls, rights, convertible promissory notes, other convertible securities, commitments securities or agreements Contracts of any character, written or oral, to which the Company or any of its Subsidiaries Subsidiary is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the share capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment right or agreementContract. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the equity of the Company or any of its Subsidiaries Subsidiary (whether payable in equityshares, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings Contracts with respect to the voting stock of the Company or any of its Subsidiaries. There Subsidiary, and there are no agreements Contracts to which the Company or any of its Subsidiaries Subsidiary is a party relating to the registration, sale or transfer (including agreements Contract relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Company Share CapitalCapital Stock. As a result of the AcquisitionMergers, and assuming the effectiveness of the Scheme of Arrangement, Purchaser Parent will be the sole record and beneficial holder of all issued and outstanding Company Share Capital Stock and all rights to acquire or receive any shares of Company Share CapitalCapital Stock, whether or not such shares of Company Share Capital Stock are outstanding. (eg) No Shareholder has any outstanding loans from Each share of Company Preferred Stock is convertible into one (1) share of Company Common Stock. The consideration for which each share of Company Capital Stock and each Company Option will be exchanged pursuant to this Agreement, the Company. (f) The allocation of the Acquisition Merger Consideration set forth herein is consistent pursuant to the Payment Spreadsheet and the reduction of the amounts payable to the Company stockholder at Closing by the Escrow Amount and the Representative Expense Fund, in each case, conforms to the terms of the Company’s Charter Documents, and no Person shall be entitled to receive any different or additional amount in connection with the memorandum Mergers in order for all shares of Company Capital Stock and articles all rights to acquire or receive any shares of association of the Company as amended as of immediately prior Capital Stock to the Effective Timebe transferred to Parent pursuant to this Agreement. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares52,500,000 shares of Company Common Stock, of which 9,506,736 9,376,112 shares are issued and outstandingoutstanding on the date of this Agreement; 4,000,000 1,769,220 shares of Company Seed Series A Preference SharesPreferred Stock, all of which 1,769,220 shares are issued and outstandingoutstanding on the date of this Agreement; 4,000,000 2,265,906 shares of Company Seed Series A-1 Preference SharesB Preferred Stock, of which 3,893,750 2,265,906 shares are issued and outstandingoutstanding on the date of this Agreement; 2,000,000 5,126,956 shares of Company Seed Series A-2 Preference SharesC Preferred Stock, all of which 5,126,956 shares are issued and outstandingoutstanding on the date of this Agreement; 6,500,000 10,551,494 shares of Company Series A-3 Preference SharesA Preferred Stock, all of which 10,551,494 shares are issued and outstandingoutstanding on the date of this Agreement; and 10,250,000 10,869,565 shares of Company Series B Preference SharesPreferred Stock, of which 10,236,018 10,869,565 shares are issued and outstanding. The outstanding on the date of this Agreement; and 6,802,271 shares of Company Series A Preference SharesC Preferred Stock, of which 2,509,574 shares are issued and outstanding on the date of this Agreement. As of the date of this Agreement, each share of Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are Preferred Stock is convertible on a one-share for share-for-one-share basis into Company Ordinary Shares. As Common Stock and will be pursuant to their terms, be entitled to receive solely the same consideration as shares of the date hereofCompany Common Stock, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital is held by the persons with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule 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 shareson an as-converted basis. All outstanding shares of Company Share Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound. . (b) All outstanding shares of Company Share Capital Stock and all outstanding Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder stockholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities lawsLegal Requirements, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder stockholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in limitation Known to the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement)Company. No Shareholder Stockholder has exercised any right of redemption, if any, provided in the Articles Certificate of Incorporation with respect to shares of the Company Preference SharesPreferred Stock, and the Company has not received notice that any Shareholder Stockholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share CapitalCapital Stock. The Other than the Company Capital Stock set forth in Sections 2.5(a) and 2.5(c) of this Agreement or the Disclosure Schedule, the Company has no other share capital stock authorized, issued or outstanding. (b) Section 2.2(b) outstanding as 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 repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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 StockAgreement. (c) Except for the Plan, neither the Company nor any of its Subsidiaries has ever never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity or equity-related compensation to any personperson (whether payable in shares, cash or otherwise). The Company has reserved 7,750,000 4,500,000 shares of Company Ordinary Shares Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares stock or the exercise of options or the granting or purchase of restricted stock granted under the Plan, of which (i) 1,858,077 1,404,666 shares are issuable, as of the date hereofof this Agreement, upon the exercise of outstanding, unexercised Company Options options granted under the Plan, (ii) 3,303,612 1,035,834 shares have been issued upon the exercise of Company Options or Company Unvested Common Stock options granted under the Plan and remain outstanding as of the date hereof of this Agreement, and (iii) 2,588,311 2,059,500 shares remain available for future grant. As grant as of the date hereofof this Agreement. Each Company Option was originally granted with an exercise price that the Board of Directors of the Company in good faith, no 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 Ordinary Shares are issuable upon Common Stock on the exercise date of outstanding Company Options that have not been issued under the Plan. grant. (d) Section 2.2(c2.5(d) of the Disclosure Schedule sets forth for each outstanding Company OptionOption as of the date of this Agreement, the name of the holder of such optionholder, the type of entity of whether such holder and any ultimate parent entity is an employee of such holder, if not an individual, the domicile address of such holderCompany, the number of shares of Company Share Capital Stock issuable upon the exercise of such option, the exercise price date of such optiongrant, the date of grant of such optionexercise price, the vesting schedule for such optionschedule, including the extent vested to date and whether the such vesting of such option is subject to acceleration as a result of the transactions contemplated by this Agreement Transactions or any other events (including a complete description of events, and, for any such acceleration provisions)option, whether such option was issued under the Plan and whether such option is a nonstatutory option or intended to qualify qualifies as an incentive stock option as defined in Section 422 of the Code. True Code and complete copies whether (and to what extent) any such Company Option is or has ever been subject to Section 409A. (e) No bonds, debentures, notes or other indebtedness of all agreements and instruments relating 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 under or outstanding as of the Plan have been provided to Purchaser 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 Purchaserdate of this Agreement. (df) Except for the Company Options, there are no options, warrants, calls, rights, convertible promissory notes, other 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 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 share capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar equity-compensation rights with respect to the equity of the Company or any of its Subsidiaries (whether payable in equityshares, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company or any of its Subsidiaries. There to which the Company is a party, 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 Company Share Capital. As a result of the Acquisition, and assuming the effectiveness of the Scheme of Arrangement, Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Share Capital and all rights to acquire or receive any shares of Company Share Capital, whether or not such shares of Company Share Capital are outstandingStock. (e) No Shareholder has any outstanding loans from the Company. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association of the Company as amended as of immediately prior to the Effective Time. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares(i) 20,000,000 shares of Class A Common Stock, of which 9,506,736 5,898,701 shares are issued and outstanding; 4,000,000 Series A Preference Sharesoutstanding on the date hereof, all (ii) 3,000 shares of Class B Common Stock, of which 2,000 shares are issued and outstanding; 4,000,000 outstanding on the date hereof, (iii) 1,874,316 shares of Series A-1 Preference SharesD Preferred Stock, of which 3,893,750 1,874,316 shares are issued and outstanding; 2,000,000 outstanding on the date hereof, (iv) 1,221,538 shares of Series A-2 Preference SharesE Preferred Stock, all of which 1,221,538 shares are issued and outstanding; 6,500,000 outstanding on the date hereof, (v) 100 shares of Series A-3 Preference SharesF Preferred Stock, all of which 100 shares are issued and outstanding; outstanding on the date hereof, and 10,250,000 (vi) 4,370,456 shares of Series B Preference SharesG Preferred Stock, of which 10,236,018 4,151,020 shares are issued and outstanding. The Company Series A Preference Shares, outstanding on the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible on a one-share for one-share basis into Company Ordinary Sharesdate hereof. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital Stock is held by the persons with the domicile addresses Persons and in the amounts set forth in Section 2.2(a2.5(a) of the Disclosure Schedule which further sets forth for each such person Person the number of shares held, class and/or series of such shares and the number domicile addresses of record of such Persons. Section 2.5(a) of the applicable stock certificates representing such sharesDisclosure Schedule shall be updated solely to reflect any exercises or cancellations of Company Options occurring between the date of this Agreement and the Closing Date. All outstanding shares of Company Share Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are at the Effective Time will not be subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound. Contract. (b) All outstanding shares of Company Share Capital Stock, Company Options, and all outstanding Company Options Warrants have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities lawsLegal Requirements, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in limitation Known to the Charter DocumentsCompany. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company OptionsCommon Stock, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to Other than the Company Preference SharesCapital Stock set forth in Section 2.5(a) of the Disclosure Schedule, and the Company has not received notice that any Shareholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share Capital. The Company has no other share capital stock authorized, issued or outstanding. (b) Section 2.2(b) of the Disclosure Schedule sets forth for all holders of Company Unvested Common Stock. True, 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 and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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. (c) 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. The Company has reserved 7,750,000 Company Ordinary Shares for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares or the exercise of options granted under the Plan, of which (i) 1,858,077 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised Company Options granted under the Plan, (ii) 3,303,612 shares have been issued upon the exercise of Company Options or Company Unvested Common Stock granted under the Plan and remain outstanding as of the date hereof and (iii) 2,588,311 shares remain available for future grant. As of the date hereof, no Company Ordinary Shares are issuable upon the exercise of outstanding Company Options that have not been issued under the Plan. Section 2.2(c) of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, 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 Share Capital issuable upon the exercise of such option, the exercise price of such option, the date of grant of such option, 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 transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions), 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. True correct and complete copies of all agreements and instruments relating to or issued under any securities of the Plan Company have been provided to Purchaser 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 provided to PurchaserParent. (c) There are no outstanding shares of Company Restricted Stock. No Company Options are exercisable for shares of Company Restricted Stock. The terms of the Plan permit the treatment of Company Options as provided herein, without the consent or approval of any holder of a Company Option. (d) Except for the Plan, neither the Company nor any of its Subsidiaries have ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity or equity-related compensation to any Person (whether payable in shares, cash or otherwise). The Company has reserved 5,000,000 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 granted under the Plan, of which (i) 1,522,578 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, (ii) 2,814,406 shares have been issued upon the exercise of options granted under the Plan 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, (iv) no shares are issuable, as of the date hereof, upon the vesting and settlement of restricted stock units under the Plan, and (v) 633,016 shares remain available for future grant. Each Company Option was originally granted with an exercise price 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 allow for the treatment of Company Options, 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, as applicable. True and complete copies of all agreements and instruments relating to or issued under the Plan have been Made Available and except as such amendments, modifications or supplements have been Made Available, 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. All holders of Company Options are current or former employees or other service providers of the Company or a Subsidiary of the Company. (e) Section 2.5(e) of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder, the type of award, the type of entity of such holder, the domicile address of record of such holder, whether such holder is an employee of the Company or a Subsidiary of the Company, the number of shares of Company Capital Stock issuable upon the exercise of such Company Option, 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 Company Option, whether such Company Option is a nonstatutory option or qualifies as an incentive stock option as defined in Section 422 of the Code, whether such Company Option is “early exercisable” for shares of Company Restricted Stock, and whether (and to what extent) any 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 any such Company Option to comply with or be exempt from the requirements of Section 409A. (f) Section 2.5(f) of the Disclosure Schedule sets forth for each outstanding Company Warrant, the name of the holder, the warrant number, the number, class and series of shares of Company Capital Stock underlying such Company Warrant, and the exercise price per share. (g) There are no outstanding Company RSUs. (h) 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 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 hereof. (i) Except for the Company Options and Company Warrants, there are no options, warrants, calls, rights, convertible promissory notes, other 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 the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the share capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries 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 Except for the Company Options, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar equity-compensation rights with respect to the equity of the Company or any of its Subsidiaries (whether payable in equityshares, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company or any of its Subsidiaries. There , 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 Company Share Capital. As a result of the Acquisition, and assuming the effectiveness of the Scheme of Arrangement, Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Share Capital and all rights to acquire or receive any shares of Company Share Capital, whether or not such shares of Company Share Capital are outstandingStock. (ej) No Shareholder has any Section 2.5(j) of the Disclosure Schedule sets forth the outstanding loans principal, accrued interest and applicable rate of interest of all outstanding Indebtedness from the CompanyCompany to Stockholders described in Section 1.10 hereof. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association of the Company as amended as of immediately prior to the Effective Time. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares(i) 39,087,598 shares of Common Stock, 32,017,442 shares of which are designated Series A Common Stock, of which 9,506,736 14,007,836 shares are issued and outstanding; 4,000,000 Series A Preference Shares, all and 7,070,156 shares of which shares are designated Series B Common Stock, of which 2,650,630 are issued and outstanding; 4,000,000 , (ii) 9,854,331 shares of Company Preferred Stock, 6,655,970 shares of which are designated Series A-1 Preference SharesA Preferred Stock, of which 3,893,750 shares 6,590,065 are issued and outstanding; 2,000,000 Series A-2 Preference Shares, all and 3,198,361 shares of which shares are issued and outstanding; 6,500,000 Series A-3 Preference Shares, all of which shares are issued and outstanding; and 10,250,000 designated Series B Preference SharesPreferred Stock, of which 10,236,018 shares 3,168,264 are issued and outstanding. The Each share of Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are Preferred Stock is convertible on a one-share one‑share for one-share one‑share basis into Company Ordinary SharesCommon Stock. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital Stock is held by the persons Persons with the domicile addresses and in the amounts set forth in on Section 2.2(a) of the Disclosure Schedule which further sets forth for each such person Person the number of shares heldheld by such Person, class and/or series of the applicable stock certificate number(s) representing such shares and 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 applicable stock certificates representing transactions contemplated hereby and the vesting schedule for such shares. No outstanding shares of Company Capital Stock that were at any time eligible for an election under Section 83(b) of the Code are currently unvested securities. The Company has delivered to Parent true and complete copies of all election statements under Section 83(b) of the Code that are in the Company’s possession or subject to its control with respect to any unvested securities or other property issued by the Company or any ERISA Affiliate to any of their respective employees, non-employee directors, consultants and other service providers. All outstanding shares of Company Share Capital Stock are duly authorized, validly issued, fully paid and non-assessable non‑assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound. 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. 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 Share Capital and all outstanding Stock, Company Options and Company RSUs have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in 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 or any Shareholder of the Company) in accordance with any right of first refusal or similar right or limitationlimitation Known to the Company, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share Capital. The Company has no other share capital authorized, issued or outstanding. (b) Section 2.2(b) 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 repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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. (c) Except for the PlanPlans, neither the Company nor any of its Subsidiaries has ever never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any personPerson. The Plans were duly authorized, approved and adopted by the Board and the Company Stockholders and are in full force and effect. As of the date hereof, the Company has reserved 7,750,000 (i) 4,061,601 shares of Company Ordinary Shares Series B Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares stock or the exercise of options granted under the Plan, 2012 Plan (including up to 1,496,072 shares of which (i) 1,858,077 shares are issuable, Company Series B Common Stock as of the date hereofhereof subject to stock options granted under the 2008 Plan that expire or otherwise terminated without having been exercised in full), of which 2,334,969 shares are issuable upon the exercise of outstanding, unexercised Company Options options granted under the Plan, 2012 Plan and (ii) 3,303,612 1,496,072 shares have been issued of Company Series B Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of Company Options or Company Unvested Common Stock options granted under the Plan and remain outstanding as 2008 Plan, all of the date hereof and (iii) 2,588,311 shares remain available for future grant. As of the date hereof, no Company Ordinary Shares which are issuable upon the exercise of outstanding Company Options that have not been issued outstanding, unexercised options granted under the 2008 Plan. Section 2.2(c) of the Disclosure 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 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 type and number of shares of Company Share Capital Stock issuable upon the exercise of such optionoption or award, the exercise price of such optionoption or award, the date of grant of such optionoption or award, the vesting schedule for such optionoption 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 or any other events (including a complete description of any such acceleration provisions), 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. 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 Plan Plans have been provided to Purchaser Parent, and such agreements and instruments have not been amended, modified or supplementedsupplemented other than as disclosed pursuant to listing in the Disclosure Schedule or as provided in this Agreement, and and, except as contemplated by the transactions pursuant to this Agreement, including any Stock Restriction Agreement, there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to PurchaserParent. (d) Except for Other than as set forth in Section 2.2(c) of the Company OptionsDisclosure Schedule, as of the Closing, there are no options, warrants, calls, rights, convertible promissory notes, other 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 the Company is bound obligating the Company to issue, deliver, sell, repurchase (other than standard repurchase rights set forth in restricted stock purchase agreements) or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the share capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the equity of the Company or any of its Subsidiaries Company. (whether payable in equity, cash or otherwise). e) Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to which the Company is a party or any of its Subsidiarieswhich the Company has Knowledge. 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-drag along” rights) of any Company Share Capital. As a result of the Acquisition, and assuming the effectiveness of the Scheme of Arrangement, Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Share Capital and all rights to acquire or receive any shares of Company Share Capital, whether or not such shares of Company Share Capital are outstandingStock. (e) No Shareholder has any outstanding loans from the Company. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association of the Company as amended as of immediately prior to the Effective Time. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The As of this Agreement Date and after giving effect to the terms set forth in the next sentence, the authorized share capital stock of the Company consists of: 32,700,000 shares of 48,480,000 Ordinary SharesCompany Common Stock, of which 9,506,736 11,280,139 shares are issued and outstanding; 4,000,000 , and 15,881,589 shares of Company Preferred Stock, of which (1) 1,877,777 shares are designated as Series A Preference SharesPreferred Stock, all none of which shares are issued and outstanding; 4,000,000 , (2) 8,618,812 shares are designated as Series A-1 Preference SharesB Preferred Stock, 8,447,091 shares of which 3,893,750 shares are issued and outstanding; 2,000,000 , and (3) 5,385,000 shares are designated as Series A-2 Preference SharesC Preferred Stock, all 3,105,601 shares of which shares are issued and outstanding; 6,500,000 Series A-3 Preference Shares, all of which shares are issued and outstanding; and 10,250,000 Series B Preference Shares, of which 10,236,018 shares are issued and outstanding. The Company Effectively immediately upon consummation of the Merger, (i) all of the 1,877,777 outstanding shares of Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible on a one-share for one-share basis into Company Ordinary Shares. As of the date hereof, the capitalization Preferred Stock of the Company is as set forth in Section 2.2(ashall convert into 1,877,777 shares of Company Common Stock, (ii) all outstanding convertible promissory notes of the Disclosure ScheduleCompany shall convert into 2,076,866 shares of Series C Preferred Stock of the Company, (iii) all outstanding warrants to purchase shares of Series B Preferred Stock and Series C Preferred Stock of the Company shall be net exercised, and (iv) the Expiring Unvested Company Options shall be cancelled. The outstanding shares of Company Share Capital is Stock, including all shares subject to the Company’s right of repurchase, are held of record by the persons Persons with the domicile addresses and in the amounts and represented by the certificate numbers set forth in Section 2.2(a) of the Disclosure on Schedule 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 shares2.6(a). All outstanding shares of Company Share Capital Stock (i) have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and non-assessable and are not subject to preemptive rights or similar rights created by statute, the Charter DocumentsCompany Certificate of Incorporation, or any agreement to which the Company is a party or by which it is bound. All outstanding shares Bylaws of Company Share Capital and all outstanding Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of Company Contract, and (ii) have been offered, sold and delivered by the Company) Company in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulationsLaws, including federal and state securities lawsLaws. Except as set forth on Schedule 2.6(a), and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rights. There there are no declared or accrued but unpaid dividends with respect to any shares of Company Share Capital. The Company has no other share capital authorized, issued or outstanding. (b) Section 2.2(b) 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 repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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 Capital Stock. (ci) Except for the Company’s 2002 Stock Plan, neither as amended (the “Company Stock Plan”), the Company nor any of its Subsidiaries has not ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for issuance of equity compensation to any personPerson. The Company Stock Plan has been duly authorized, approved and adopted by the Company Board and the Stockholders and is in full force and effect. The Company has reserved 7,750,000 Company Ordinary Shares for issuance to employees and directors of, Employees of and consultants to, to the Company upon the issuance 3,682,116 shares of shares or the exercise of options granted Company Common Stock under the Company Stock Plan, of which (i) 1,858,077 options to purchase 1,792,092 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised Company Options granted under the Plan, (ii) 3,303,612 shares Common Stock have been issued upon the exercise of Company Options or Company Unvested Common Stock granted under the Plan and remain are outstanding as of this Agreement Date (the date hereof and (iii) 2,588,311 shares remain available for future grant“Company Options”). As of the date hereof, no Company Ordinary Shares are issuable upon the exercise of All outstanding Company Options that have not been offered, issued under and delivered by the Company in compliance with all applicable Laws, including federal and state securities Laws, and in compliance with the terms and conditions of the Company Stock Plan. Section 2.2(cSchedule 2.6(b) of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, 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, an indication of whether such holder is or was at any time an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Share Capital issuable upon the exercise of Common Stock subject to such option, the exercise price of such option, the date of grant of such option, the vesting schedule for such option, including the extent to which such option is vested to date as of July 17, 2006 and whether and to what extent the vesting exercisability of such option is subject to acceleration will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions), 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. True and complete copies of all agreements and instruments relating to or issued under the Plan have been provided to Purchaser 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 PurchaserAgreement. (dii) Prior to the net exercise of all Company Warrants as of this Agreement Date, the Company had issued and outstanding warrants (each a “Company Warrant”) for the purchase of an aggregate of 257,577 shares of the Company’s Series B Preferred Stock and 302,561 shares of the Company’s Series C Preferred Stock. All Company Warrants were offered, issued and delivered by the Company in compliance with all applicable Laws, including federal and state securities Laws. Schedule 2.6(b) sets forth for each outstanding Company Warrant prior to the net exercise thereof, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is or was at any time an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent to which such Company Warrant is vested as of this Agreement Date and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company OptionsOptions and Company Warrants, there are no options, warrants, calls, rights, convertible promissory notes, other convertible securities, commitments Company Stock Rights or agreements of any character, written or oral, to which the Company or any of its Subsidiaries is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any of the share 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 agreementCompany Stock Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the equity Company. (c) Except for the Company’s Amended and Restated Investors’ Rights Agreement dated as of April 6, 2006, Company’s Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of April 6, 2006, the Company’s Amended and Restated Voting Agreement dated as of April 6, 2006 and the Voting Agreement dated as of October 14, 2004 between the Company, Peakstone Corporation and certain holders of Company or any of its Subsidiaries Capital Stock (whether payable in equitycollectively, cash or otherwisethe “Company Rights Agreements”). Except as contemplated hereby, there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company or any of its Subsidiaries. There are no agreements to which the Company or any of its Subsidiaries is a party party, by which the Company is bound, or of which the Company has Knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has Knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale sale” rights or “drag-along” rights) of any Company Share CapitalCapital Stock. As a result The execution and delivery of this Agreement, the other Transaction Agreements and the consummation of the Acquisition, transactions contemplated hereby and assuming the effectiveness of the Scheme of Arrangement, Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Share Capital and all thereby does not implicate any rights to acquire or receive obligations under any shares of Company Share Capital, whether or not such shares of Company Share Capital are outstanding. (e) No Shareholder has any outstanding loans from the Company. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association of the Company as amended Rights Agreements that have not been complied with or waived as of immediately the Effective Time. The holders of Company Capital Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the Effective TimeMerger. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The Company is authorized share capital to issue a maximum of the 30,900,000 Company consists of 48,480,000 Ordinary Common Shares, of which 9,506,736 shares 10,462,338 are issued and outstanding; 4,000,000 Series A Preference Sharesoutstanding as of the Agreement Date, all of which shares are issued and outstanding; 4,000,000 Series A-1 Preference 15,955,961 Company Preferred Shares, of which 3,893,750 shares 15,339,661 are issued and outstanding; 2,000,000 Series A-2 Preference Sharesoutstanding as of the Agreement Date, all of which (i) 10,862,378 are designated “Series A Preferred Shares,” 10,862,378 shares of which are issued and outstanding; 6,500,000 outstanding as of the Agreement Date, (ii) 4,070,731 are designated “Series A-3 Preference B Preferred Shares, all ,” 3,454,431 shares of which shares are issued and outstanding; outstanding as of the Agreement Date, and 10,250,000 (iii) 1,022,852 are designated “Series B Preference B-2 Preferred Shares, ,” 1,022,852 shares of which 10,236,018 are issued and outstanding as of the Agreement Date. As of the Agreement Date, there are 1,903,727 shares are of Company Restricted Stock issued and outstanding. The There are no treasury shares outstanding. Each Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are Preferred Share is convertible on a one-share for share-for-one-share basis into a Company Ordinary SharesCommon Share. As of the date hereofAgreement Date, the capitalization of all the Company is as set forth in Section 2.2(a) Shares are held of the Disclosure Schedule. The Company Share Capital is held record by the persons with the domicile addresses Persons and in the amounts set forth in Section 2.2(a3.5(a) of the Disclosure Schedule which further sets forth for each such person Person the number of shares held, class and/or series of such shares and the number domicile addresses of record of such Persons (if available). Section 3.5(a) of the applicable stock certificates representing such sharesDisclosure Schedule shall be updated to reflect any exercises of Company Options or transfers of Company Shares occurring between the Agreement Date and the Closing Date. All outstanding shares of Company Share Capital Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by applicable Law, statute, the Charter Governing Documents, or any agreement to which the Company is a party or by which it is bound. . (b) All outstanding Company Shares, shares of Company Share Capital Restricted Stock and all outstanding Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in material compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities lawsLaws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Company Shareholder has exercised any right of redemption, if any, provided in the Articles Governing Documents with respect to the Company Preference Preferred Shares, and the Company has not received notice that any Shareholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share Capital. The Company has no other share capital authorized, issued or outstanding. (b) Section 2.2(b) 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 repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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. (c) 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. The Company has reserved 7,750,000 Company Ordinary Shares for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares or the exercise of options granted under the Plan, of which (i) 1,858,077 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised Company Options granted under the Plan, (ii) 3,303,612 shares have been issued upon the exercise of Company Options or Company Unvested Common Stock granted under the Plan and remain outstanding as of the date hereof and (iii) 2,588,311 shares remain available for future grant. As of the date hereof, no Company Ordinary Shares are issuable upon the exercise of outstanding Company Options that have not been issued under the Plan. Section 2.2(c) of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, 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 Share Capital issuable upon the exercise of such option, the exercise price of such option, the date of grant of such option, 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 transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions), 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. True and complete copies of all agreements and instruments relating to or issued under the Plan have been provided to Purchaser 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 Purchaser. (d) Except for the Company Options, there are no options, warrants, calls, rights, convertible promissory notes, other 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 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 of the share capital of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the equity of the Company or any of its Subsidiaries (whether payable in equity, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company 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 Share Capital. As a result of the Acquisition, and assuming the effectiveness of the Scheme of Arrangement, Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Share Capital and all rights to acquire or receive any shares of Company Share Capital, whether or not such shares of Company Share Capital are outstanding. (e) No Shareholder has any outstanding loans from the Company. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association of the Company as amended as of immediately prior to the Effective Time. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.received

Company Capital Structure. (a) The authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares(i) 105,000,000 shares of Company Common Stock, of which 9,506,736 2,597,626 shares are issued and outstanding; 4,000,000 Series A Preference Shares, all of which shares are issued and outstanding; 4,000,000 Series A-1 Preference Shares, of which 3,893,750 shares are issued and outstanding; 2,000,000 Series A-2 Preference Shares, all of which shares are issued and outstanding; 6,500,000 Series A-3 Preference Shares, all of which shares are issued and outstanding; and 10,250,000 Series B Preference Shares, of which 10,236,018 shares are issued and outstanding. The Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible on a one-share for one-share basis into Company Ordinary Shares. As outstanding as of the date hereof, the capitalization (ii) 3,037,000 shares of Series 1 Preferred Stock, of which 3,036,995 shares are issued and outstanding as of the Company is date hereof, (iii) 1,282,532 shares of Series A Preferred Stock, of which 1,276,811 shares are issued and outstanding as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital is held by the persons with the domicile addresses date hereof, (iv) 7,324,664 shares of Series B Preferred Stock, of which 7,324,659 shares are issued and in the amounts set forth in Section 2.2(a) outstanding as of the Disclosure Schedule date hereof, (v) 14,774,288 shares of Series C Preferred Stock, of which further sets forth for each such person the number of 14,774,285 shares held, class and/or series of such shares are issued and the number outstanding as of the applicable stock certificates representing such sharesdate hereof, (vi) 29,454,170 shares of Series D Preferred Stock, of which 28,798,211 shares are issued and outstanding as of the date hereof and (vii) 17,816,420 shares of Series E Preferred Stock, of which 17,816,420 shares are issued and outstanding as of the date hereof. Each share of Series 1 Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock is convertible on a one for one basis into Company Common Stock. All outstanding shares of Company Share Capital Stock are duly authorized, validly issued, fully paid and non-non assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound. There are no 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 Company has no other capital stock authorized, issued or outstanding. (b) All outstanding shares of Company Share Capital and all outstanding Stock, Company Options and Company Warrants have been validly issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder stockholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulationsLaws, including federal and state securities lawsLaws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the CompanyCompany Stockholder) in accordance with any right of first refusal or similar right or limitationlimitation Known to the Company, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share Capital. The Company has no other share capital authorized, issued or outstanding. (b) Section 2.2(b) 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 repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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. (c) Except for the PlanCompany Option Plans, neither the Company nor any of its Subsidiaries has ever never adopted, sponsored or maintained any stock option plan or any other plan plan, arrangement or agreement providing for equity compensation to any personPerson. The Company has reserved 7,750,000 27,693,764 shares of Company Ordinary Shares Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares stock or the exercise of options granted under the PlanCompany Option Plans, of which (i) 1,858,077 shares are issuablewhich, as of the date hereof, hereof (i) 20,958,165 shares are issuable upon the exercise of outstanding, unexercised Company Options options granted under the PlanCompany Option Plans, (ii) 3,303,612 1,950,678 shares have been issued upon the exercise of Company Options or Company Unvested Common Stock options granted under the Plan Company Option Plans and remain outstanding as of the date hereof and outstanding, (iii) 2,588,311 137,321 shares have been issued in the form of restricted stock granted under the Company Option Plans, all of which are vested, and (iv) 4,784,921 shares remain available for future grant. As of the date hereof, no Company Ordinary Shares are issuable upon the exercise of outstanding Company Options that have not been issued under the Plan. Section 2.2(c4.2(c) of the Disclosure Schedule sets forth forth, as of the date hereof, for each outstanding Company Option, (A) the name of the holder of such option, (B) 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 Share Capital Stock issuable upon the exercise of such option, (C) the plan under which such option was granted, (D) the exercise price of such option, (E) the date of grant of such option, (F) 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 transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions), whether such option was issued under the Plan and G) 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 (H) whether such option is subject to Section 409A of the Code. No Company Options have been granted with an exercise price less than the fair market value of the Company’s Common Stock underlying such option on the date of grant. All Company Options are held by Employees of the Company. True and complete copies of forms of all agreements and instruments relating to or issued under the Plan Company Option Plans have been provided Made Available to Purchaser 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 Made Available to Parent. The treatment of Company Options as provided in Section 3.2 is permitted under the terms of the Company Option Plans and the applicable stock option agreements related to Purchaserthe outstanding Company Options without the consent or approval of the holders of such Company Options or the parties to such stock option agreements, holders of Company Capital Stock or any other Person. True and complete copies of forms of all agreements and instruments relating to the Company Warrants have been 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 Made Available to Parent. The treatment of Company Warrants as provided in Section 3.2 is permitted under the terms of the Company Warrants without the consent or approval of the holders of such Company Warrants or any other Person. (d) Except for No shares of Company Capital Stock are issuable upon the exercise of outstanding Company Options that have not been issued under the Company Options, there Option Plans. There are no options, warrants, calls, rights, convertible promissory notes, other 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 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 share capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreementContract. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the equity 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 its Subsidiaries Company Capital Stock, whether or not such shares of Company Capital Stock are outstanding, in each case free and clear of any Liens. (whether payable in equity, cash or otherwise). e) Except as contemplated herebyhereby in connection with the Merger, there are no voting trusts, proxies, or other agreements Contracts or understandings with respect to the voting stock of the Company or any of its SubsidiariesCompany. 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-co sale rights or “drag-drag along” rights) of any Company Share Capital. As a result of the Acquisition, and assuming the effectiveness of the Scheme of Arrangement, Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Share Capital and all rights to acquire or receive any shares of Company Share Capital, whether or not such shares of Company Share Capital are outstandingStock. (e) No Shareholder has any outstanding loans from the Company. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association of the Company as amended as of immediately prior to the Effective Time. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The Company is authorized share capital to issue a maximum of the 44,000,000 Company consists of 48,480,000 Ordinary Shares, of which 9,506,736 shares 8,890,553 are issued and outstanding; 4,000,000 Series A Preference Sharesoutstanding as of the Agreement Date, all of which shares are issued and outstanding; 4,000,000 Series A-1 Preference 25,934,308 Company Preferred Shares, of which 3,893,750 shares 25,693,569 are issued and outstanding; 2,000,000 Series A-2 Preference Sharesoutstanding as of the Agreement Date, all of which (i) 6,480,000 are designated “Series A Preferred Shares”, 6,480,000 shares of which are issued and outstanding; 6,500,000 outstanding as of the Agreement Date, (ii) 5,578,756 are designated “Series A-3 Preference B Preferred Shares”, all 5,578,756 shares of which shares are issued and outstanding; and 10,250,000 outstanding as of the Agreement Date, (iii) 3,288,010 are designated “Series B Preference B-1 Preferred Shares”, 3,288,010 shares of which 10,236,018 shares are issued and outstanding as of the Agreement Date, (iv) 2,238,881 are designated “Series B-2 Preferred Shares”, 2,238,881 shares of which are issued and outstanding as of the Agreement Date, (v) 2,086,747 are designated “Series B-3 Preferred Shares”, 2,086,747 shares of which are issued and outstanding as of the Agreement Date and (vi) 6,261,914 are designated “Series C Preferred Shares”, 6,021,175 shares of which are issued and outstanding as of the Agreement Date. There are no restricted shares or treasury shares outstanding. The Each Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are Preferred Share is convertible on a one-share for share-for-one-share basis into a Company Ordinary SharesShare. As of the date hereofAgreement Date, the capitalization of all the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital is Shares are held by the persons with the domicile addresses Persons and in the amounts set forth in Section 2.2(a3.5(a) of the Disclosure Schedule which further sets forth for each such person Person the number of shares held, class and/or series of such shares and shares, the number of the applicable stock certificates Book-Entry Entitlement representing such sharesshares and the domicile addresses of record of such Persons. Section 3.5(a) of the Disclosure Schedule shall be updated to reflect any exercises of Company Options or transfers of Company Shares occurring between the date of this Agreement and the Closing Date. All outstanding shares of Company Share Capital Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by applicable Law, statute, the Charter Governing Documents, or any agreement to which the Company is a party or by which it is bound. All outstanding shares of Company Share Capital Shares are represented by Book-Entry Entitlements on an electronic platform offered by the Transfer Agent. (b) All outstanding Company Shares and all outstanding Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities lawsLaws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in limitation Known to the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement)Company. No Company Shareholder has exercised any right of redemption, if any, provided in the Articles Governing Documents with respect to the Company Preference Preferred Shares, and the Company has not received notice that any Company Shareholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share CapitalShares. The Other than the Company Shares set forth in Section 3.5(a) of the Disclosure Schedule (as it may be updated pursuant to Section 3.5(a)), the Company has no other share capital shares authorized, issued or outstanding. (b) Section 2.2(b) 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 repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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. (c) Except for the Plan, neither the Company nor any of its Subsidiaries Subsidiary has ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity equity-related compensation to any personperson (whether payable in shares, cash or otherwise). The Plan has been duly authorized, approved and adopted by the Company’s board of directors and the Company Shareholders and is in full force and effect. The Company has reserved 7,750,000 8,804,703 Company Ordinary Shares for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares or the exercise of options granted under the Plan, of which (i) 1,858,077 6,812,703 shares are issuable, as of the date hereofof this Agreement, upon the exercise of outstanding, unexercised Company Options options granted under the Plan, (ii) 3,303,612 1,187,702 shares have been issued upon the exercise of Company Options options or Company Unvested Common Stock purchase of restricted shares granted under the Plan and remain outstanding as of the date hereof of this Agreement and (iii) 2,588,311 804,298 shares remain available for future grant. As of the date hereof, no Company Ordinary Shares are issuable upon the exercise of outstanding Company Options that have not been issued under the Plan. Section 2.2(c3.5(c) of the Disclosure Schedule sets forth as of the Agreement Date for each outstanding Company Option, the name of the holder of such option, the type of entity of such holder and any ultimate parent entity of such holder, if not an individual, the domicile address of record of such holder, whether such holder is an employee of the Company, the number of shares of Company Share Capital Shares issuable upon the exercise of such option, the date of grant, the exercise price of such option, the date of grant of such option(if any), the vesting schedule for such optionschedule, including the extent vested to date and whether the such vesting of such option is subject to acceleration as a result of the transactions contemplated by this Agreement or any other events (including a complete description of events, and, for any such acceleration provisions)option, 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, and whether such Company Option is subject to Section 409A of the Code. No Company Option has been granted with an exercise price less than the fair market value of a Company Ordinary Share on the date of grant. The terms of the Plan and the applicable agreements for each Company Option permit the assumption or substitution of options to purchase Buyer 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 Company Shareholders or otherwise and without any acceleration of the exercise schedules or vesting provisions in effect for such Company Options. True and complete copies of the forms of all agreements and instruments relating to or issued under the Plan have been provided to Purchaser 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 provided Made Available. No holder of Company Options has the ability to Purchaserearly exercise any Company Options for shares of Company Restricted Shares under the Plan or any other Contract relating to such Company Options. All holders of Company Options are current employees or non-employee directors of the Company. (d) Section 3.5(d) of the Disclosure Schedule sets forth, as of the Agreement Date, all Indebtedness of the Company and each Subsidiary, including the amount of such Indebtedness, a breakdown of the following components of such Indebtedness: the principal, accrued interest, any prepayment premiums, penalties, breakage costs, “make whole amounts,” costs, expenses and other payment obligations that would arise if any or all of such Indebtedness were prepaid, extinguished, unwound and settled in full prior to maturity, a description of any assets securing such Indebtedness, and Person to whom such Indebtedness is owed, and, other than as set forth therein, the Company and the Subsidiaries have no outstanding Indebtedness. No such Indebtedness is subject to any restriction upon the prepayment of any such Indebtedness. With respect to each such item of Indebtedness, neither the Company nor any Subsidiary is in default and no payments are past due. There are no outstanding loans or Indebtedness involving, on the one hand, the Company and on the other hand, any of the Company Securityholders. After giving effect to the Closing and the repayment of the Closing Indebtedness set forth in the Pre-Closing Statement, the Company and its Subsidiaries will have no Indebtedness. As of the Agreement Date, all Contracts relating to Indebtedness of the Company and its Subsidiaries have been Made Available to Buyer. (e) No bonds, debentures, notes or other indebtedness of the Company or any Subsidiary (i) having the right to vote on any matters on which the Company 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 capital or voting shares of the Company, are issued or outstanding as of the date of this Agreement. (f) Except for the Company OptionsOptions and the Company RSUs, there are no options, warrants, calls, rights, convertible promissory notes, other convertible securities, commitments or agreements of any character, written or oral, to which the Company or any of its Subsidiaries Subsidiary is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any of the share capital shares of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock share appreciation, phantom stockshare, profit participation, or other similar rights with respect to the equity of the Company or any of its Subsidiaries Subsidiary (whether payable in equityshares, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock shares of the Company or any of its Subsidiaries. There Subsidiary, and there are no agreements to which the Company or any of its Subsidiaries 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 Share CapitalShares. As a result of the AcquisitionMerger, and assuming the effectiveness of the Scheme of Arrangement, Purchaser Buyer will be the sole record and beneficial holder of all issued and outstanding Company Share Capital Shares and all rights to acquire or receive any shares of Company Share CapitalShares, whether or not such shares of Company Share Capital Shares are outstanding. (eg) No Shareholder has Other than the Company Shares listed on Section 3.5(a) of the Disclosure Schedule and the Company Options listed on Section 3.5(c) of the Disclosure Schedule, as of the Agreement Date, there are no Company Securities authorized, issued or outstanding, and there are no promises, obligation or agreements (whether or not enforceable, written or oral) to issue any outstanding loans from the CompanyCompany Securities. (fh) The allocation of the Acquisition Total Closing Consideration set forth herein in Article I and contribution to, and distributions from, the Adjustment Escrow Fund, the Indemnity Escrow Fund, and the Expense Fund set forth throughout this Agreement, is consistent with with, and do not violate, the memorandum Governing Documents, the Plan, and articles of association of any Contract applicable to any Company Securities to which the Company as amended as of immediately prior to the Effective Timeis a party. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares23,100,000 shares of Company Common Stock, of which 9,506,736 6,196,812 shares are issued and outstanding; 4,000,000 1,195,741 shares of Company Series A Preference SharesPreferred Stock, all of which 1,195,741 shares are issued and outstanding; 4,000,000 2,648,189 shares of Company Series A-1 Preference SharesB Preferred Stock, of which 3,893,750 2,648,189 shares are issued and outstanding; 2,000,000 1,493,811 shares of Company Series A-2 Preference SharesB-1 Preferred Stock, all of which 1,493,811 shares are issued and outstanding; 6,500,000 , 4,592,805 shares of Company Series A-3 Preference SharesB-2 Preferred Stock, all of which 4,592,805 shares are issued and outstanding; and 10,250,000 2,327,987 shares of Company Series B Preference SharesC Preferred Stock, of which 10,236,018 2,209,390 shares are issued and outstanding. The Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are Preferred Stock is convertible on a one-share for share-for-one-share basis into Company Ordinary Shares. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure ScheduleCommon Stock. The Company Share Capital Stock is held by the persons with the domicile addresses Persons and in the amounts set forth in Section 2.2(a3.5(a) of the Disclosure Schedule which further sets forth for each such person Person the number of shares held, class and/or series of such shares and shares, the number of the applicable stock certificates representing such sharesshares and the domicile addresses of record of such Persons. Section 3.5(a) of the Disclosure Schedule shall be updated to reflect any exercises of Company Options or vesting of Company Restricted Stock occurring between the date of this Agreement and the Closing Date. All outstanding shares of Company Share Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement Contract to which the Company is a party or by which it is bound. . (b) All outstanding shares of Company Share Capital Stock (including Company Restricted Stock) and all outstanding Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities lawsLaws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in accordance with any right of first refusal or similar right or limitationlimitation Known to the Company, including those in except where the Charter Documents. The Company has failure to so comply would not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement)be material. No Shareholder Stockholder has exercised any right of redemption, if any, provided in the Articles Certificate of Incorporation with respect to shares of the Company Preference SharesPreferred Stock, and the Company has not received notice that any Shareholder Stockholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share CapitalCapital Stock. The Other than the Company Capital Stock set forth in Section 3.5(a) of the Disclosure Schedule, the Company has no other share capital stock authorized, issued or outstanding. (bc) Section 2.2(b3.5(c) of the Disclosure Schedule sets forth for all holders of Company Unvested Common Restricted Stock, the name of the holder of such Company Unvested Common Stock, the repurchase price of such Company Unvested Common Restricted Stock, the date of purchase of such Company Unvested Common Restricted Stock, the purchase price of such Company Restricted Stock, the repurchase price of such Company Restricted Stock, 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 Unvested Common Restricted Stock, including the extent grant date, the number of shares vested to date, whether the vesting of such Company Unvested Common Restricted Stock is subject to acceleration as a result of the transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions) 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 Restricted Stock. All holders of Company Restricted Stock are current employees of the Company. (cd) Except for the Plan, neither the Company nor any of its Subsidiaries Subsidiary has ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity equity-related compensation to any personperson (whether payable in shares, cash or otherwise). The Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Stockholders and is in full force and effect. The Company has reserved 7,750,000 5,752,480 shares of Company Ordinary Shares Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares stock or the exercise of options granted under the Plan, of which (i) 1,858,077 4,329,115 shares are issuable, as of the date hereofof this Agreement, upon the exercise of outstanding, unexercised Company Options options granted under the Plan, (ii) 3,303,612 1,186,812 shares have been issued upon the exercise of Company Options options or Company Unvested Common Stock purchase of restricted stock granted under the Plan and remain outstanding as of the date hereof of this Agreement, and (iii) 2,588,311 236,553 shares remain available for future grant. As of the date hereof, no There are 325,894 shares subject to Company Ordinary Shares are issuable upon the exercise of outstanding Company Options that have not been issued under the PlanOption Commitments. Section 2.2(c3.5(d) of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such optionholder, the type of entity of such holder and any ultimate parent entity of such holder, if not an individual, the domicile address of record of such holder, whether such holder is an employee of the Company, the number of shares of Company Share Capital Stock issuable upon the exercise of such option, the date of grant, the exercise price of such option, the date of grant of such option(if any), the vesting schedule for such optionschedule, including the extent vested to date and whether the such vesting of such option is subject to acceleration as a result of the transactions contemplated by this Agreement or any other events (including a complete description of events, and, for any such acceleration provisions)option, 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, and whether such Company Option is subject to Section 409A of the Code. No Company Option has been granted with an exercise price less than 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 permit the assumption or substitution of options to purchase Acquiror 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 Stockholders or otherwise and without any acceleration of the 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 provided to Purchaser Made Available and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements Contracts to amend, modify or supplement such agreements or instruments from the forms thereof provided Made Available. No holder of Company Options has the ability to Purchaserearly exercise any Company Options for shares of Company Restricted Stock under the Plan or any other Contract relating to such Company Options. Schedule C sets forth for each Company Option Commitment outstanding, (A) the name and address of the holder thereof, (B) whether such holder is an employee, consultant, director or officer of the Company or any Subsidiary, (C) the deemed vesting commencement date, (D) the deemed vesting schedule applicable to such Company Option Commitment, and (E) the deemed exercise price per share and the number of shares of Company Common Stock underlying such Company Option Commitment. (de) There are no outstanding loans or Indebtedness involving, on the one hand, the Company and on the other hand, any of the Stockholders. (f) 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 of this Agreement. (g) Except for the Company OptionsOptions and the Company Option Commitments, there are no options, warrants, calls, rights, convertible promissory notes, other convertible securities, commitments or agreements of any character, written or oral, to which the Company or any of its Subsidiaries Subsidiary is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the share capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment right or agreementContract. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the equity of the Company or any of its Subsidiaries Subsidiary (whether payable in equityshares, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings Contracts with respect to the voting stock of the Company or any of its Subsidiaries. There Subsidiary, and there are no agreements Contract to which the Company or any of its Subsidiaries Subsidiary is a party relating to the registration, sale or transfer (including agreements Contract relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Company Share CapitalCapital Stock. As a result of the AcquisitionMerger, and assuming the effectiveness of the Scheme of Arrangement, Purchaser Acquiror will be the sole record and beneficial holder of all issued and outstanding Company Share Capital Stock and all rights to acquire or receive any shares of Company Share CapitalCapital Stock, whether or not such shares of Company Share Capital Stock are outstanding. (eh) No Shareholder event has occurred, and no circumstance or condition exists, that would reasonably be expected to result in any outstanding loans from the Company. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association material liability of the Company or any Subsidiary to any current, former or alleged holder of securities of the Company in such Person’s capacity (or alleged capacity) as amended as a holder of immediately prior such securities, whether related to the Effective TimeMerger or otherwise. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares22,289,827 shares of authorized Company Common Stock, of which 9,506,736 3,676,217 shares are issued and outstanding; 4,000,000 Series outstanding on the date of this Agreement, 5,050,000 shares of Class A Preference SharesPreferred Stock, all of which 5,050,000 shares are issued and outstanding; 4,000,000 Series A-1 Preference Sharesoutstanding on the date of this Agreement, 2,103,333 shares of Class B Preferred Stock, of which 3,893,750 2,103,333 shares are issued and outstanding; 2,000,000 Series A-2 Preference Sharesoutstanding on the date of this Agreement, all 4,000,000 shares of Class C Preferred Stock, of which 4,000,000 shares are issued and outstanding; 6,500,000 Series A-3 Preference Sharesoutstanding on the date of this Agreement, all and 3,700,000 shares of Class D Preferred Stock, of which 2,895,048 shares are issued and outstanding; and 10,250,000 Series B Preference Shares, of which 10,236,018 shares are issued and outstanding. The Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible outstanding on a one-share for one-share basis into Company Ordinary Shares. As of the date hereofof this Agreement. Except as set forth in the immediately preceding sentence, the capitalization no shares of capital stock or other securities of the Company is are issued, reserved for issuance (except as set forth in Section 2.2(a2.2(b) of the Disclosure Schedulebelow) or outstanding. The number of shares of Company Share Common Stock into which each share of Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock and Class D Preferred Stock is convertible is set forth in Schedule 2.2(a). On the date of this Agreement, the --------------- Company Capital Stock is held of record by the persons persons, with the domicile addresses of record and in the amounts as set forth in Section on Schedule 2.2(a) of the Disclosure Schedule 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 Share Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, Certificate of Incorporation or the Bylaws of the Company or any agreement to which the Company is a party or by which it is bound. All outstanding shares of Company Share Capital and all outstanding Company Options Stock have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share Capital. The Company has no other share capital authorized, issued or outstanding. (b) Section The Company has reserved 5,800,000 shares of Common Stock for issuance to employees and consultants pursuant to the Company Option Plan, of which on the date of this Agreement 3,526,468 shares are subject to outstanding, unexercised options, 597,325 shares remain available for future grant and 1,676,217 shares have been issued pursuant to the exercise of options issued under the Company Option Plan. The Company has reserved sufficient shares of Common Stock for issuance upon conversion of the Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock and Class D Preferred Stock. Schedule -------- 2.2(b) of the Disclosure Schedule sets forth for all holders of each outstanding Company Unvested Common StockOption, Company Restricted Stock ------ or warrant the name of the holder of such Company Unvested Common StockOption or warrant, the repurchase number of shares of Common Stock subject to such Company Option or warrant, the exercise price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock Option or warrant and the vesting schedule for such Company Unvested Common StockOption or warrant, including the extent vested to date, and whether the vesting exercisability of such Company Unvested Common Stock is subject to acceleration as a result Option or warrant will be accelerated and become exercisable by reason of the transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions) 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. (c) 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 personAgreement. The Company has reserved 7,750,000 Company Ordinary Shares for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares or the exercise of options granted under the Plan, of which (i) 1,858,077 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised Company Options granted under the Plan, (ii) 3,303,612 shares have been issued upon the exercise of Company Options or Company Unvested Common Stock granted under the Plan and remain outstanding as of the date hereof and (iii) 2,588,311 shares remain available for future grant. As of the date hereof, no Company Ordinary Shares are issuable upon the exercise of outstanding Company Options that have not been issued under the Plan. Section 2.2(c) of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, 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 Share Capital issuable upon the exercise of such option, the exercise price of such option, the date of grant of such option, 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 transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions), 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. True and complete copies of all agreements and instruments relating to or issued under the Plan have been provided to Purchaser 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 Purchaser. (d) Except for the Company Options, Company Restricted Stock and warrants described in Schedule 2.2(b), there are no --------------- options, warrants, calls, rights, convertible promissory notes, other 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 the Company 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 share capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other equity-based compensation awards or similar rights (whether payable in cash or otherwise) with respect to the equity of the Company Company, nor is there a commitment to issue any such award or any of its Subsidiaries (whether payable in equity, cash or otherwise)right. Except as contemplated herebyhereby or as set forth on Schedule 2.2(b), there are no voting trusts, proxies, or other --------------- agreements or understandings with respect to the voting stock of the Company. The holders of Company Capital Stock, Company Options, Company Restricted Stock and warrants have been 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 Share Capital. As a result of the Acquisition, and assuming the effectiveness of the Scheme of Arrangement, Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Share Capital and all rights to acquire properly given, or receive shall have properly waived, any shares of Company Share Capital, whether or not such shares of Company Share Capital are outstanding. (e) No Shareholder has any outstanding loans from the Company. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association of the Company as amended as of immediately required notice prior to the Effective TimeMerger. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares(i) 30,000,000 shares of Company Common Stock, of which 9,506,736 3,792,403 shares are issued and outstanding; 4,000,000 Series A Preference Sharesoutstanding as of the date hereof and (ii) 21,003,319 shares of Company Preferred Stock, all of which 20,792,969 shares are issued and outstanding; 4,000,000 outstanding as of the date hereof. Of the authorized shares of Company Preferred Stock, 3,585,000 are designated as Company Series A-1 Preference SharesA Preferred Stock, of which 3,893,750 3,525,000 shares are issued and outstanding; 2,000,000 outstanding as of the date hereof, 6,783,868 are designated as Company Series A-2 Preference SharesB Preferred Stock, all of which 6,710,638 shares are issued and outstanding; 6,500,000 outstanding as of the date hereof, 5,634,451 are designated as Company Series A-3 Preference SharesC Preferred Stock, all of which 5,597,014 shares are issued and outstanding; outstanding as of the date hereof, and 10,250,000 5,005,000 are designated as Company Series B Preference SharesD Preferred Stock, of which 10,236,018 4,960,317 shares are issued and outstandingoutstanding as of the date hereof. The Each share of Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are Preferred Stock is convertible on a one-share one‑share for one-share one‑share basis into Company Ordinary SharesCommon Stock. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital Stock is held by the persons Persons with the domicile addresses and in the amounts set forth in on Section 2.2(a) of the Disclosure Schedule Schedule, which further sets forth for each such person Person the number of shares heldheld by such Person, class and/or series of such shares and the number of the applicable stock certificates certificate(s) representing such shares, the number of shares currently or previously subject to repurchase for which elections under Section 83(b) of the Code were not timely made. All outstanding shares of Company Share Capital Stock are duly authorized, validly issued, fully paid and non-assessable non‑assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. Except as set forth in this Section 2.2(a), the Company has no other capital stock authorized, issued or outstanding. (b) All outstanding shares of Company Share Capital Stock, Company Options, and all outstanding Company Options Warrants have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder 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 Shareholder stockholder of the Company) in accordance with any right of first refusal or similar right or limitationlimitation applicable thereto, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share Capital. The Company has no other share capital authorized, issued or outstanding. (b) Section 2.2(b) 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 repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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. (c) Except for the Plan, neither the Company nor any of its Subsidiaries has ever never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any personPerson. The Plan has been duly authorized, approved and adopted by the Board of Directors of the Company and the Company Stockholders and is in full force and effect. The Company has reserved 7,750,000 5,366,057 shares of Company Ordinary Shares Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares stock or the exercise of options granted under the Plan, of which (i) 1,858,077 4,767,073 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised Company Options options granted prior to the date hereof under the Plan, (ii) 3,303,612 355,274 shares have been issued upon the exercise of Company Options or Company Unvested Common Stock options granted under the Plan and remain outstanding as of the date hereof and hereof, (iii) 2,588,311 no shares have been issued in the form of restricted stock granted under the Plan and remain outstanding as of the date hereof, and (iv) 235,090 shares remain available for future grant. As of the date hereof, no Company Ordinary Shares are issuable upon the exercise of outstanding All Company Options that have not been offered, issued under and delivered by the Company in compliance with all applicable laws, including federal and state securities laws, and in compliance with the terms and conditions of the Plan. Section 2.2(c) of the Disclosure Schedule sets forth forth, as of the date hereof, for each outstanding Company OptionOption and Company Warrant, the name of the holder of such optionoption or warrant, the type of entity of such holder and any ultimate parent entity of such holder, (if not an individuala natural person), the domicile address of such holder, the type and number of shares of Company Share Capital Stock issuable upon the exercise of such optionoption or warrant, the exercise price of such optionoption or warrant, the date of grant of such optionoption or warrant, the vesting schedule for such optionoption or warrant, including the extent vested to date and whether (and to what extent) the vesting of such option or warrant is subject to acceleration as a result of the transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions), 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. True and complete copies of all agreements and instruments relating to or issued under the Plan have been provided made available to Purchaser Parent, and such agreements and instruments have not been amended, modified or supplementedsupplemented other than as provided in this Agreement, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to PurchaserParent. (d) Except for as set forth in Section 2.2(d) of the Company OptionsDisclosure Schedule, there are no options, warrants, calls, rights, convertible promissory notes, other 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 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 share capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the equity Company. As a result of the Company Merger, upon the occurrence of the Effective Time, Parent will be the sole record and beneficial holder of all issued and outstanding shares of capital stock of the Surviving Corporation and all rights to acquire or receive any shares of its Subsidiaries capital stock of the Surviving Corporation, whether or not such shares of the Surviving Corporation are outstanding. (whether payable e) Except as set forth in equity, cash or otherwise). Except Section 2.2(e) of the Disclosure Schedule and except as contemplated hereby, there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company or any of its Subsidiaries. There are no and (ii) 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 Share Capital. As a result of the Acquisition, and assuming the effectiveness of the Scheme of Arrangement, Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Share Capital and all rights to acquire or receive any shares of Company Share Capital, whether or not such shares of Company Share Capital are outstandingStock. (e) No Shareholder has any outstanding loans from the Company. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association of the Company as amended as of immediately prior to the Effective Time. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares59,700,000 shares of common stock, par value $0.0001 per share (the “Company Common Stock”), of which 9,506,736 17,816,544 shares are issued and outstanding; 4,000,000 outstanding as of the date hereof, and 37,205,511 shares of preferred stock, par value $0.0001 per share (the “Company Preferred Stock”). Of the authorized Company Preferred Stock: (i) 1,938,880 shares have been designated Series A Preference SharesSeed Preferred Stock, all of which shares are issued and outstanding; 4,000,000 outstanding as of the date hereof; (ii) 7,565,296 shares have been designated Series A-1 Preference SharesSeed-1 Preferred Stock, 4,190,130 of which 3,893,750 shares are issued and outstanding; 2,000,000 outstanding as of the date hereof; (iii) 12,659,487 shares have been designated Series A-2 Preference SharesA Preferred Stock, all of which shares are issued and outstanding; 6,500,000 outstanding as of the date hereof; (iv) 10,752,699 shares have been designated Series A-3 Preference SharesA-1 Preferred Stock, all none of which shares are issued and outstandingoutstanding as of the date hereof; and 10,250,000 and (v) 4,289,179 shares have been designated Series B Preference SharesA-2 Preferred Stock, 2,980,059 of which 10,236,018 shares are issued and outstandingoutstanding as of the date hereof. The Company Series A Preference Sharesdoes not have any other shares of capital stock authorized, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible on a one-share for one-share basis into Company Ordinary Sharesissued or outstanding. As of the date hereof, the capitalization outstanding shares of Company Capital Stock are held of record and, to the Knowledge of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital is held Company, beneficially by the persons Persons, with the domicile addresses of record and in the amounts set forth in Section 2.2(a) of the Disclosure on Company Schedule 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 shares3.4(a). All outstanding shares of Company Share Capital Stock (x) are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, Company Certificate of Incorporation or By-laws of the Company or any agreement to which the Company is a party or by which it is bound. All outstanding shares of Company Share Capital , and all outstanding Company Options (y) have been issued or repurchased (in the case of shares that were outstanding offered, sold and repurchased delivered by the Company or any Shareholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws, and were issued, transferred and repurchased (Laws. All preferential rights of the Company Preferred Stock in connection with the case sale of shares that were outstanding and repurchased by substantially all of the assets of the Company or any Shareholder a merger involving the Company are set forth in the Company Certificate of the Company) Incorporation. Each outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference SharesCertificate of Incorporation. Other than the Accruing Dividends, and the Company has not received notice that any Shareholder intends to exercise such rights. There there are no declared or accrued but unpaid dividends with respect to any shares of Company Share Capital. The Company has no other share capital authorized, issued or outstandingCapital Stock. (b) Section 2.2(b(i) Except as set forth on Company Schedule 3.4(b)(i) and except for the Company’s 2014 Equity Incentive Plan, as amended and restated and in effect on the date hereof (the “Company Option Plan”) and for stock option grants and stock issuances pursuant thereto, no member 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 repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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. (c) Except for the Plan, neither the Company nor any of its Subsidiaries Group has ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any personPerson. The Company Option Plan has been duly authorized, approved and adopted by the Company’s board of directors and the Company Stockholders and is in full force and effect. The Company has reserved 7,750,000 a total of 5,578,141 shares of Company Ordinary Shares Common Stock for issuance to employees and directors Employees of, and consultants or independent contractors to, the Company upon the issuance of shares or the exercise of options granted under the Company Option Plan, of which (i) 1,858,077 shares are issuable, as of the date hereof, hereof (x) 4,500,469 shares are issuable upon the exercise of outstanding, unexercised Company Options Options, (y) 326,302 shares are available for grant but have not yet been granted under pursuant to the Company Option Plan, and (iiz) 3,303,612 751,370 shares have been issued upon and are outstanding pursuant to the prior exercise of stock options or other stock rights granted pursuant to the Company Option Plan. No outstanding Company Option permits payment of the exercise price therefor by any means other than by cash or check or, at the discretion of the board of directors of the Company, by the surrender of shares of Company Options Common Stock, in consideration of services rendered, by delivery of a full recourse promissory note, or Company Unvested Common Stock granted under any other form permitted by the Plan and remain outstanding as of the date hereof and (iii) 2,588,311 shares remain available for future grantDGCL. As of the date hereof, no Company Ordinary Shares are issuable upon the exercise of All outstanding Company Options that have not been offered, issued under and delivered by the Company in material compliance with all applicable Laws and with the terms and conditions of the Company Option Plan. Section 2.2(cCompany Schedule 3.4(b)(i) of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the type of entity of such holder and any ultimate parent entity of such holder, if not an individual, the domicile address of such holderholder as reflected on the books of the Company, an indication of whether such holder is a Current Employee of any member of the Company Group, the date of grant or issuance of such option, the number of shares of Company Share Capital issuable upon the exercise of Common Stock subject to such option, the exercise price of such option, the date of grant of such option, the vesting schedule for such option, including the extent vested to date option and whether and to what extent the vesting exercisability of such option is subject to acceleration will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions)Agreement, whether such option was issued under the Plan and whether such option is a nonstatutory stock option or intended to qualify as an incentive stock option as defined in Section 422 of the Code. True and complete copies Each Company Option has an exercise price that equals or exceeds the fair market value of all agreements and instruments relating to or issued under the Plan have been provided to Purchaser 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 Purchaser. (d) Except for the Company Options, there are no options, warrants, calls, rights, convertible promissory notes, other 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 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 of the share capital of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the equity of the Company or any of its Subsidiaries (whether payable in equity, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company 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 Share Capital. As a result of the Acquisition, and assuming the effectiveness of the Scheme of Arrangement, Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Share Capital and all rights to acquire or receive any shares of Company Share Capital, whether or not such shares of Company Share Capital are outstanding. (e) No Shareholder has any outstanding loans from the Company. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association of the Company as amended as of immediately prior to the Effective Time. (g) The information contained in the Spreadsheet will be complete and correct Common Stock as of the Closing Datedate of grant of such Company Option within the meaning of Section 422 of the Code regardless of whether such Company Option is otherwise intended to be an incentive stock option within the meaning of Section 422 of the Code.

Company Capital Structure. (a) The authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares105,400,000 shares of Company Common Stock, of which 9,506,736 2,716,067 shares are issued and outstandingoutstanding on the date hereof; 4,000,000 71,508,604 shares of Company Preferred Stock, of which: 500,000 shares are designated Company Series A Preference SharesS Preferred Stock, all of which 500,000 shares are issued and outstandingoutstanding on the date hereof; 4,000,000 4,687,500 shares are designated Company Series A-1 Preference SharesA Preferred Stock, of which 3,893,750 4,687,500 shares are issued and outstandingoutstanding on the date hereof; 2,000,000 6,250,000 shares are designated Company Series A-2 Preference SharesB Preferred Stock, all of which 6,250,000 shares are issued and outstandingoutstanding on the date hereof; 6,500,000 25,916,528 shares are designated Company Series A-3 Preference SharesC Preferred Stock, all of which 22,456,174 shares are issued and outstandingoutstanding on the date hereof; and 10,250,000 34,154,576 shares of Company Series B Preference SharesD Preferred Stock, of which 10,236,018 33,798,800 shares are issued and outstandingoutstanding on the date hereof. The Each share of Company Series A Preference Shares, Preferred Stock is convertible into that number of shares of Company Common Stock set forth in Section 2.5(a)(i) of the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible on a one-share for one-share basis into Company Ordinary SharesDisclosure Schedule. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital Stock is held by the persons with the domicile addresses Persons and in the amounts set forth in Section 2.2(a2.5(a)(ii) of the Disclosure Schedule which further sets forth for each such person Person the number of shares held, class and/or series of such shares and shares, the number of the applicable stock certificates representing such sharesshares and the domicile addresses of record of such Persons. All Except as set forth in Section 2.5(a) (iii) of the Disclosure Schedule, all outstanding shares of Company Share Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound. . (b) All outstanding shares of Company Share Capital Stock and all outstanding 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 Shareholder stockholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities lawsLegal Requirements except as set forth on Section 2.5(b) of the Disclosure Schedule, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder stockholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect limitation Known to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rightsCompany. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share CapitalCapital Stock. The Other than the Company Capital Stock set forth in Section 2.5(a) of the Disclosure Schedule, the Company has no other share capital stock authorized, issued or outstanding. (b) Section 2.2(b) . True, correct and complete copies of all agreements and instruments relating to any securities of the Disclosure Schedule sets forth for all holders of Company Unvested Common Stockand to which the Company is a party have been Made Available and such agreements and instruments have not been amended, the name of the holder of such Company Unvested Common Stockmodified or supplemented, the repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for Company is not party to any agreement to amend, modify or supplement such Company Unvested Common Stock, including agreements or instruments from the extent vested forms thereof provided to 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 (including a complete description of any such acceleration provisions) 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 StockParent. (c) Except for the PlanPlans, neither the Company nor any of its Subsidiaries has ever never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity or equity-related compensation to any personperson (whether payable in shares, cash or otherwise). The Company has reserved 7,750,000 8,278,199 shares of Company Ordinary Shares Common Stock under the 2005 Plan and 13,527,158 shares of Company Common Stock under the 2015 Plan for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares stock or the exercise of options or the granting or purchase of restricted stock granted under the PlanPlans, of which (i) 1,858,077 6,823,892 and 11,213,847 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised Company Options options granted under the 2005 Plan and the 2015 Plan, respectively, (ii) 3,303,612 1,074,507 and 16,560 shares have been issued upon the exercise of Company Options or Company Unvested Common Stock options granted under the 2005 Plan and the 2015 Plan respectively and remain outstanding as of the date hereof hereof, and (iii) 2,588,311 379,800 and 2,296,751 shares remain available for future grant under the 2005 Plan and the 2015 Plan, respectively. Each Company Option was originally granted with an exercise price that the Board of Directors of the Company 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. As The treatment of Company Options as provided for in this Agreement are permitted by the terms of the date hereof, no Company Ordinary Shares are issuable upon Plans and the exercise of outstanding Company Options that have not been issued under the Plan. Section 2.2(c) of the Disclosure Schedule sets forth applicable agreements for each outstanding Company Option, without the name consent or approval of the holder holders of such optionsecurities, 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 Share Capital issuable upon the exercise of such option, the exercise price of such option, the date of grant of such option, 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 transactions contemplated by this Agreement Stockholders or any other events (including a complete description of any such acceleration provisions), 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 Codeotherwise. True and complete copies of all agreements and instruments relating to or issued under the Plan Plans and to which the Company is a party have been provided to Purchaser Made Available and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements the Company is not party to any agreement to amend, modify or supplement such agreements or instruments from the forms thereof provided Made Available. No holder of Company Options has the ability to Purchaserearly exercise any Company Options for shares of Company Capital Stock under the Plans or any other Contract relating to such Company Options. (d) Section 2.5(d) of the Disclosure Schedule sets forth for each outstanding Company Option the name of the holder, the type of award, the type of entity of such holder, 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 option, the date of grant, the exercise price, 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 option is a nonstatutory option or qualifies as an incentive stock option as defined in Section 422 of the Code and whether (and to what extent) any 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 any such Company Option to comply with or be exempt from the requirements of Section 409A. (e) Section 2.5(e) of the Disclosure Schedule sets forth for each outstanding Company Warrant the name of the holder, the type of entity of such holder, 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 Company Warrant, the date of grant, the exercise price, and 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. (f) Section 2.5(f) of the Disclosure Schedule sets forth for each outstanding Company Convertible Note the name of the holder, the type of entity of such holder, the domicile address of record of such holder, the outstanding principal amount and accrued interest thereon, the number of shares of Company Capital Stock issuable upon the conversion of such Company Convertible Note, and the date of issuance and termination date. (g) Except for the Company Convertible Notes, 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 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 hereof. (h) Except for the Company Options, Company Warrants and Company Convertible Notes, there are no options, warrants, calls, rights, convertible promissory notes, other 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 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 share capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar equity-compensation rights with respect to the equity of the Company or any of its Subsidiaries (whether payable in equityshares, cash or otherwise). Except as contemplated herebyhereby or as set forth on Section 2.5(g) of the Disclosure Schedule, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company or any of its Subsidiaries. There Company, 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 Company Share CapitalCapital Stock. As a result of the AcquisitionMerger, and assuming the effectiveness of the Scheme of Arrangement, Purchaser Parent will be the sole record and beneficial holder of all issued and outstanding Company Share Capital Stock and all rights to acquire or receive any shares of Company Share CapitalCapital Stock, whether or not such shares of Company Share Capital Stock are outstanding. (ei) No Shareholder has any outstanding loans from Each Company Warrant and each Company Convertible Note may, by its terms, be treated at the Company. (f) The allocation of the Acquisition Consideration Effective Time as set forth herein is consistent with the memorandum and articles of association of the Company in Section 1.6(h) or 1.6(i), as amended as of immediately prior to the Effective Timeapplicable. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The Company is authorized share capital to issue a maximum of the 285,000,000 Company consists of 48,480,000 Ordinary Common Shares, of which 9,506,736 shares 73,857,832 are issued and outstanding; 4,000,000 Series A Preference Sharesoutstanding as of the Agreement Date, all of which shares are issued and outstanding; 4,000,000 Series A-1 Preference 153,497,084 Company Preferred Shares, of which 3,893,750 shares 153,365,844 are issued and outstanding; 2,000,000 Series A-2 Preference Sharesoutstanding as of the Agreement Date, all of which (i) 37,733,410 are designated “Series A Preferred Shares,” 37,733,410 shares of which are issued and outstanding; 6,500,000 outstanding as of the Agreement Date, (ii) 36,818,852 are designated “Series A-3 Preference B Preferred Shares, all ,” 36,818,852 shares of which shares are issued and outstanding; and 10,250,000 outstanding as of the Agreement Date, (iii) 27,440,594 are designated “Series B Preference C Preferred Shares, ,” 27,440,594 shares of which 10,236,018 shares are issued and outstanding as of the Agreement Date, (iv) 24,648,748 are designated “Series D Preferred Shares,” 24,648,748 shares of which are issued and outstanding as of the Agreement Date, (v) 13,780,240 are designated “Series E Preferred Shares,” 13,649,000 shares of which are issued and outstanding as of the Agreement Date, and (vi) 13,075,240 are designated “Series F Preferred Shares,” 13,075,240 shares of which are issued and outstanding as of the Agreement Date . There are no treasury shares outstanding. The Each Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are Preferred Share is convertible on a one-share for share-for-one-share basis into a Company Ordinary SharesCommon Share. As of the date hereofAgreement Date, the capitalization of all the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital is Shares are held by the persons with the domicile addresses Persons and in the amounts set forth in Section 2.2(a3.5(a) of the Disclosure Schedule which further sets forth for each such person Person the number of shares held, class and/or series of such shares and the number domicile addresses of record of such Persons. Section 3.5(a) of the applicable stock certificates representing such sharesDisclosure Schedule shall be updated to reflect any exercises of Company Options or transfers of Company Shares occurring between the Agreement Date and the Closing Date. All outstanding shares of Company Share Capital Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by applicable Law, statute, the Charter Governing Documents, or any agreement to which the Company is a party or by which it is bound. . (b) All outstanding Company Shares, shares of Company Share Capital Restricted Stock and all outstanding Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in material compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities lawsLaws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Company Shareholder has exercised any right of redemption, if any, provided in the Articles Governing Documents with respect to the Company Preference Preferred Shares, and the Company has not received notice that any Company Shareholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share CapitalShares. The Other than the Company Shares set forth in Section 3.5(a) of the Disclosure Schedule (as it may be updated pursuant to Section 3.5(a)), the Company has no other share capital shares authorized, issued or outstanding. (b) Section 2.2(b) 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 repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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. (c) Except for the PlanCompany Equity Plans, neither the Company nor any of its Subsidiaries Subsidiary has ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity equity-related compensation to any personperson (whether payable in shares, cash or otherwise). The Company Equity Plans have been duly authorized, approved and adopted by the Company’s board of directors and the Company Shareholders and is in full force and effect. The Company has reserved 7,750,000 63,972,869 Company Ordinary Common Shares for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares or the exercise of options granted under the PlanCompany Equity Plans, of which (i) 1,858,077 shares are issuablewhich, as of the date hereof, Agreement Date (i) 33,464,408 shares are issuable upon the exercise of outstanding, unexercised Company Options options granted under the PlanCompany Equity Plans, (ii) 3,303,612 2,535,334 shares have been issued upon the exercise of options or purchase of shares of Company Options or Company Unvested Common Restricted Stock granted under the Plan Company Equity Plans and remain outstanding as of the date hereof and (iii) 2,588,311 6,349,835 shares remain available for future grant. As of the date hereof, no Company Ordinary Shares are issuable upon the exercise of outstanding Company Options that have not been issued under the Plan. Section 2.2(c3.5(c) of the Disclosure Schedule sets forth as of the Agreement Date for each outstanding Company OptionOption and award of Company Restricted Stock, (i) the name of the holder of such option, and the type of entity of such holder and any ultimate parent entity location of such holder, if not (iii) whether such holder is an individualEmployee of the Company, the domicile address of such holder, (iv) the number of shares Company Common Shares subject to such Company Option or award of Company Share Capital issuable upon Restricted Stock, (v) the exercise date of such optiongrant, (vi) the exercise price of such option(if any), the date of grant of such option, (vii) the vesting schedule for such optionschedule, including the extent vested to date and whether the such vesting of such option is subject to acceleration as a result of the transactions contemplated by this Agreement or any other events events, and, (including a complete description of viii) for any such acceleration provisions)Company Option, 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. True and complete No Company Option has been granted with an exercise price less than the fair market value of a Company Common Share on the date of grant. Complete copies of the forms of all agreements and instruments relating to or issued under the Plan Company Equity Plans have been provided to Purchaser 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 provided Made Available. No holder of Company Options has the ability to Purchaserearly exercise any Company Options for shares of Company Restricted Stock under the Company Equity Plans or any other Contract relating to such Company Options. All Company Options and awards of Company Restricted Stock have been granted under the Company Equity Plans. (d) Except Section 3.5(d) of the Disclosure Schedule sets forth, as of the Agreement Date, all Indebtedness of the Company and each Subsidiary, including the amount of such Indebtedness, a breakdown of the following components of such Indebtedness: the principal, accrued interest, any prepayment premiums, penalties, breakage costs, “make whole amounts,” costs, expenses and other payment obligations that would arise if any or all of such Indebtedness were prepaid, extinguished, unwound and settled in full prior to maturity, a description of any assets securing such Indebtedness, and Person to whom such Indebtedness is owed, and, other than as set forth therein, the Company and the Subsidiaries have no outstanding Indebtedness. No such Indebtedness is subject to any restriction upon the prepayment of any such Indebtedness. With respect to each such item of Indebtedness, neither the Company nor any Subsidiary is in default and no payments are past due. There are no outstanding loans or Indebtedness involving, on the one hand, the Company and on the other hand, any of the Company Securityholders. As of the Agreement Date, all Contracts relating to Indebtedness of the Company and its Subsidiaries have been Made Available to the Buyer. (e) No bonds, debentures, notes or other indebtedness of the Company or any Subsidiary (i) having the right to vote on any matters on which the Company 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 capital or voting shares of the Company, are issued or outstanding as of the Agreement Date. (f) As of the Agreement Date, except for the Company OptionsOptions and the shares of Company Restricted Stock, there are no options, warrants, calls, rights, convertible promissory notes, other convertible securities, commitments or agreements of any character, written or oral, to which the Company or any of its Subsidiaries Subsidiary is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any of the share capital shares of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock share appreciation, phantom stockshare, profit participation, or other similar rights with respect to the equity of the Company or any of its Subsidiaries Subsidiary (whether payable in equityshares, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock shares of the Company or any of its Subsidiaries. There Subsidiary to which the Company or any Subsidiary is a party, and there are no agreements to which the Company or any of its Subsidiaries 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 Share CapitalShares. As a result of the AcquisitionMerger, and assuming the effectiveness of the Scheme of Arrangement, Purchaser Buyer will be the sole record and beneficial holder of all issued and outstanding Company Share Capital Shares and all rights to acquire or receive any shares of Company Share CapitalShares, whether or not such shares of Company Share Capital Shares are outstanding. (eg) No Shareholder has Other than the Company Shares listed on Section 3.5(a) of the Disclosure Schedule and the Company Options listed on Section 3.5(c) of the Disclosure Schedule, as of the Agreement Date, there are no Company Securities authorized, issued or outstanding, and there are no promises, obligation or agreements (whether or not enforceable, written or oral) to issue any outstanding loans from the CompanyCompany Securities. (fh) The allocation of the Acquisition Total Closing Consideration set forth herein in Article I and contribution to, and distributions from, the Escrow Fund, and the Expense Fund set forth throughout this Agreement, is consistent with with, and do not violate, the memorandum and articles of association of Governing Documents, any Company Employee Plan, any Contract applicable to any Company Securities to which the Company as amended as of immediately prior to the Effective Timeis a party. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The authorized share capital stock of the Company as of the date of this Agreement consists of 48,480,000 Ordinary Shares85,000,000 shares of Company Common Stock, 5,258,496 shares of which are issued and outstanding as of the date of this Agreement, and 60,290,444 shares of Company Preferred Stock, (i) 4,018,000 shares of which are designated Series A Preferred Stock, of which 9,506,736 3,990,000 shares are issued and outstanding; 4,000,000 Series A Preference Sharesoutstanding as of the date of this Agreement, all (ii) 4,018,000 shares of which are designated Series A-1 Preferred Stock, none of which are issued and outstanding as of the date of this Agreement, (iii) 3,809,627 shares of which are designated Series B Preferred Stock, of which 3,441,445 shares are issued and outstanding; 4,000,000 outstanding as of the date of this Agreement, (iv) 3,809,627 shares of which are designated Series A-1 Preference SharesB-1 Preferred Stock, none of which are issued and outstanding as of the date of this Agreement, (v) 2,913,002 shares of which are designated Series C Preferred Stock, of which 3,893,750 2,033,002 shares are issued and outstanding; 2,000,000 Series A-2 Preference Sharesoutstanding as of the date of this Agreement, all (vi) 2,913,002 shares of which are designated Series C-1 Preferred Stock, of which 880,000 shares are issued and outstanding; 6,500,000 Series A-3 Preference Sharesoutstanding as of the date of this Agreement, all (vii) 5,323,701 shares of which are designated Series D Preferred Stock, of which 3,516,533 shares are issued and outstanding; and 10,250,000 outstanding as of the date of this Agreement, (viii) 5,323,701 shares of which are designated Series B Preference SharesD-1 Preferred Stock, of which 10,236,018 1,761,143 shares are issued and outstandingoutstanding as of the date of this Agreement, (ix) 19,500,000 shares of which are designated Series E Preferred Stock, of which 15,259,157 shares are issued and outstanding as of the date of this Agreement, (x) 700,000 shares of which are designated Series E-1 Preferred Stock, of which 664,410 shares are issued and outstanding as of the date of this Agreement, and (xi) 7,961,784 shares of which are designated Series E-X Preferred Stock, of which 7,961,784 shares are issued and outstanding as of the date of this Agreement. Each share of Company Preferred Stock is convertible by its terms into one share of Company Common Stock, except that each share of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock is convertible into 1.1249, 1.3623 and 1.4343 shares of Company Common Stock, respectively. Except for shares of Series E-1 Preferred Stock, no share of Company Preferred Stock is convertible into any security other than Company Common Stock. The Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible on a one-share for one-share basis into Company Ordinary Shares. As Capital Stock is held of record as of the date hereofof this Agreement by the persons, with the capitalization addresses of record and in the Company is as amounts set forth in on Section 2.2(a2.2(a)(i) of the Disclosure Schedule. The Company Share Capital is held by the persons with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule 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 Share Capital are Stock have been duly authorized, are validly issued, fully paid and non-assessable and are were not subject to issued in violation of any preemptive rights created by statuterights, the Charter Documents, certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound. All of the outstanding shares of Company Share Capital Stock (including options and all outstanding other rights to acquire shares of Company Options Capital Stock) have been offered, issued or repurchased (in the case of shares that were outstanding and repurchased sold by the Company or any Shareholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share Capital. The Company has no other share capital authorized, issued or outstandingCapital Stock. (b) Section 2.2(b) 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 repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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. (c) 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. The Company has reserved 7,750,000 Company Ordinary Shares 10,933,000 shares of Common Stock for issuance to employees and directors of, and consultants to, pursuant to the Company upon the issuance of shares or the exercise of options granted under the PlanOption Plans, of which (i) 1,858,077 shares are issuablewhich, as of the date hereofof this Agreement, upon the exercise of 2,946,511 shares are subject to outstanding, unexercised Company Options granted under the Plan, (ii) 3,303,612 shares have been issued upon the exercise of Company Options or Company Unvested Common Stock granted under the Plan options and remain outstanding as of the date hereof and (iii) 2,588,311 5,138,761 shares remain available for future grant. As The Company has reserved no shares of the date hereof, no Company Ordinary Shares are issuable Common Stock for issuance upon the exercise of outstanding Company Options that have not been issued under granted outside the Option Plan. Section 2.2(c) of the Disclosure Schedule sets forth for The Company has delivered to Parent or its representatives with respect to each outstanding Company Option, Option the following information: (i) the name of the holder of such option, the type of entity of such holder and any ultimate parent entity of such holder, if not an individual, (ii) the domicile address of such holder, (iii) the number of shares of Company Share Capital issuable upon the exercise of Common Stock subject to such option, (iv) the exercise price of such option, the date of grant of such option, option and (v) 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 transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions), 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. True and complete copies of all agreements and instruments relating to or issued under the Plan have been provided to Purchaser 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 Purchaser. (d) Except for the Company OptionsOptions referenced in the first sentence of this Section 2.2(b), as of the date of this Agreement, there are no options, warrants, calls, rights, convertible promissory notes, other 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 the Company 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 share capital stock of the Company. There are no outstanding stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company as of the date of this Agreement. Except as contemplated hereby, to the Knowledge of the Company there are no voting trusts, proxies, or other understandings with respect to the voting stock of the Company. As of the date of this Agreement, 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 The holders of Company Options have been or authorized stock appreciation, phantom stock, profit participationwill be given, or other similar rights with respect shall have properly waived, any required notice prior to the equity of the Merger in order to cause all such Company Options to be terminated and cancelled at or any of its Subsidiaries (whether payable in equity, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company 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 Share Capital. As a result of the Acquisition, and assuming the effectiveness of the Scheme of Arrangement, Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Share Capital and all rights to acquire or receive any shares of Company Share Capital, whether or not such shares of Company Share Capital are outstanding. (e) No Shareholder has any outstanding loans from the Company. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association of the Company as amended as of immediately prior to the Effective Time. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares30,000,000 shares of Company Common Stock, 3,108,256 shares of which are issued and outstanding, and 22,842,473 shares of Company Preferred Stock, (i) 6,045,981 shares of which are designated Series A Preferred, of which 9,506,736 6,045,981 shares are issued and outstanding; 4,000,000 Series A Preference Shares, all (ii) 4,135,251 shares of which are designated Series B Preferred, of which 4,135,251 shares are issued and outstanding; 4,000,000 , (iii) 3,778,744 shares of which are designated Series A-1 Preference SharesC Preferred, of which 3,893,750 2,699,070 shares are issued and outstanding; 2,000,000 Series A-2 Preference Shares, all (iv) 5,232,497 shares of which are designated Series D Preferred, of which 4,350,000 shares are issued and outstanding; 6,500,000 Series A-3 Preference Shares, all outstanding and (v) 3,650,000 shares of which shares are issued and outstanding; and 10,250,000 designated Series B Preference SharesE Preferred, of which 10,236,018 2,780,405 shares are issued and outstanding. Each share of Company Preferred Stock is convertible by its terms into one share of Company Common Stock. The Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible on a one-share for one-share basis into Company Ordinary Shares. As Capital Stock is held of record as of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital is held this Agreement by the persons persons, with the domicile addresses of record and in the amounts set forth in Section 2.2(a) of the Disclosure on Schedule 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 shares2.2(a)(i). All outstanding shares of Company Share Capital are Stock have been duly authorized, are validly issued, fully paid and non-assessable and were not issued in violation of, and are not subject to nor issued in violation of any preemptive rights created by by, statute, the Charter DocumentsArticles of Incorporation or Bylaws of the Company or, or except as set forth on Schedule 2.2(a)(ii), any agreement to which the Company is a party or by which it is bound. All of the outstanding shares of Company Share Capital Stock (including options and all outstanding other rights to acquire shares of Company Options Capital Stock) have been offered, issued or repurchased (in the case of shares that were outstanding and repurchased sold by the Company or any Shareholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rights. There are no declared undeclared or accrued but unpaid dividends with respect to any shares of Company Share Capital. The Company has no other share capital authorized, issued or outstandingCapital Stock. (b) Section 2.2(b) 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 repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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. (c) 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. The Company has reserved 7,750,000 3,311,525 shares of Company Ordinary Shares Common Stock for issuance to employees and directors of, and consultants to, pursuant to the Company upon the issuance of shares or the exercise of options granted under the Option Plan, of which (i) 1,858,077 shares are issuablewhich, as of the date hereofof this Agreement, upon the exercise of 3,190,800 shares are subject to outstanding, unexercised Company Options granted under the Plan, (ii) 3,303,612 shares have been issued upon the exercise of Company Options or Company Unvested Common Stock granted under the Plan and remain outstanding as of the date hereof and (iii) 2,588,311 94 shares remain available for future grant. As The Company has reserved no shares of the date hereof, no Company Ordinary Shares are issuable Common Stock for issuance upon the exercise of outstanding Company Options that have not been issued under granted outside the Option Plan. Section 2.2(cSchedule 2.2(b) of the Disclosure Schedule sets forth for each outstanding Company Option, Option the name of the holder of such option, 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 Share Capital issuable upon the exercise of Common Stock subject to such option, the exercise price of such option, the date of grant of such option, option and the vesting schedule for such option, including the extent vested to date and whether the vesting of which such option is subject vested to acceleration as a result date. The Company has reserved an aggregate of the transactions contemplated by this Agreement or any other events (including a complete description 1,004,674 shares of any such acceleration provisions)Series C Preferred Stock, 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 422 652,497 shares of the Code. True and complete copies of all agreements and instruments relating to or issued under the Plan have been provided to Purchaser and such agreements and instruments have not been amended, modified or supplementedSeries D Preferred Stock, and there 318,223 shares of Series E Preferred Stock for issuance pursuant to the Company Warrants, all of which are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to Purchaser. (d) listed on Schedule 2.2(b). Except for the Company OptionsOptions and Company Warrants described in Schedule 2.2(b), there are no options, warrants, calls, rights, convertible promissory notes, other 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 the Company 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 share capital stock of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company. Except as set forth on Schedule 2.2(b) and as contemplated hereby, there are no voting trusts, proxies, or other understandings with respect to the voting stock of the Company. Except for the Company Options and Company Warrants 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 The holders of Company Options and Company Warrants have been or authorized stock appreciation, phantom stock, profit participationwill be given, or other similar rights with respect shall have properly waived, any required notice prior to the equity of the Company Merger and all such rights will be terminated at or any of its Subsidiaries (whether payable in equity, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect prior to the voting stock of the Company 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 Share CapitalEffective Time. As a result of the AcquisitionMerger, and assuming the effectiveness of the Scheme of Arrangement, Purchaser Parent will be the sole record and beneficial holder owner of all issued and outstanding Company Share Capital Stock and all rights to acquire or receive any shares of Company Share CapitalCapital Stock, whether or not such shares of Company Share Capital Stock are outstanding. (e) No Shareholder has any outstanding loans from the Company. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association of the Company as amended as of immediately prior to the Effective Time. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares(i) 78,260,000 shares of authorized Common Stock, $0.001 par value, of which 9,506,736 18,245,199 shares are issued and outstanding; 4,000,000 Series A Preference Sharesoutstanding as of the date of this Agreement and (ii) 50,660,000 shares of authorized Preferred Stock, all of which shares are issued and outstanding; 4,000,000 Series A-1 Preference Shares$0.001 par value, of which 3,893,750 1,800,000 shares are issued and outstandingdesignated Series A Preferred Stock; 2,000,000 Series A-2 Preference Shares, all of which 25,512,500 shares are issued designated Series B Preferred Stock and outstanding; 6,500,000 Series A-3 Preference Shares, all of which 23,260,000 shares are issued and designated Series C Preferred Stock. Of the Company Preferred Stock, there are outstanding; and 10,250,000 Series B Preference Shares, as of which 10,236,018 the date of this Agreement, 1,800,000 shares are issued and outstanding. The of Company Series A Preference SharesPreferred Stock (which is convertible into 1,839,286 shares of Company Common Stock), the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the 25,212,500 shares of Company Series B Preference Shares Preferred Stock and 22,151,898 shares of Company Series C Preferred Stock, and there are convertible on a one-share for one-share basis into outstanding warrants to purchase 300,000 shares of Company Ordinary SharesSeries B Preferred Stock and 952,381 shares of Company Series C Preferred Stock. As of the date hereof, the capitalization each share of the Company Series B Preferred Stock and Company Series C Preferred Stock is as set forth in Section 2.2(a) convertible into one share of the Disclosure ScheduleCompany Common Stock. The Company Share Capital is Preferred Stock, Preferred Stock Warrants and Company Common Stock are, as of the date of this Agreement, held by the persons persons, with the domicile addresses and in the amounts set forth in Section 2.2(a3.03(a) of the Company Disclosure Schedule 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 sharesSchedule. All outstanding shares of the Company Share Capital are duly authorized, validly issued, fully paid and non-non- assessable and are not subject to preemptive rights created by statute, the Charter Documents, Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound. All outstanding shares of Company Share Capital bound and all outstanding Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, federal and state securities laws, rules, or regulations, including . The Preferred Stock Warrants were duly and validly issued and were issued in compliance with federal and state securities laws, and were the Company Preferred Stock issuable upon exercise of the Preferred Stock Warrants has been duly reserved and, upon exercise, would be validly issued, transferred fully paid and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rightsnon-assessable. There are no declared or accrued but unpaid dividends with respect to any shares of the Company Share CapitalCommon Stock or Company Preferred Stock. The Company has no other share capital stock authorized, issued or outstanding. (b) Section 2.2(b) 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 repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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. (c) Except for the Option Plan, neither the Company nor any of its Subsidiaries has ever adopted, sponsored never adopted or maintained any stock option plan or any other plan or agreement providing for equity compensation to of any person. The Company has reserved 7,750,000 12,436,875 shares of Company Ordinary Shares Common Stock for issuance to employees and directors of, and consultants to, pursuant to the Company upon the issuance of shares or the exercise of options granted under the Option Plan, of which (i) 1,858,077 6,045,199 shares are issuable, as of outstanding pursuant to option exercises through the date hereof, upon the exercise of outstanding, 6,349,777 shares are subject to outstanding unexercised Company Options granted under the Plan, (ii) 3,303,612 shares have been issued upon the exercise of Company Options or Company Unvested Common Stock granted under the Plan and remain outstanding options as of the date hereof and (iii) 2,588,311 41,899 shares remain available for future grant. As grant as of the date hereof, no Company Ordinary Shares are issuable upon the exercise of outstanding Company Options that have not been issued under the Plan. Section 2.2(c3.03(b) of the Company Disclosure Schedule sets forth for each outstanding Company OptionStock Option outstanding, the name of the holder of such option, 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 grant date and number of shares of Company Share Capital issuable upon the exercise of Common Stock subject to such option, the exercise price of such option, the date of grant of such option, option and the vesting schedule for such option, including the extent vested to date and whether the vesting exercisability of such option is subject to acceleration as a result of will be accelerated and become exercisable by the transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions), 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 CodeAgreement. True and complete copies of all agreements and instruments relating to or issued under the Plan have been provided to Purchaser 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 Purchaser. (d) Except for the Company OptionsStock Options and the Preferred Stock Warrants outstanding as of the date hereof, there are no options, warrants, calls, rights, convertible promissory notes, other 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 the Company it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any of the share capital securities of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Except as set forth on Section 3.03(b) of the Company Disclosure Schedule, no outstanding Company capital stock is subject to vesting. Section 3.03(b) of the Company Disclosure Schedule sets forth as of the date hereof the name of the holder of any Company Common Stock subject to vesting, the number of shares of Company Common Stock subject to vesting and the vesting schedule for such Company Common Stock, including the extent vested to date and whether the vesting of such shares of Company Common Stock will be accelerated by the transactions contemplated by this Agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit 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)securities. Except as contemplated hereby, there There are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company or any of its Subsidiaries. There are no agreements to which the Company or other matters involving 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 Share Capital. As a result securities of the AcquisitionCompany, and assuming other than the effectiveness of the Scheme of Arrangement, Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Share Capital and all rights to acquire or receive any shares of Company Share Capital, whether or not such shares of Company Share Capital are outstandingVoting Agreements. (e) No Shareholder has any outstanding loans from the Company. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association of the Company as amended as of immediately prior to the Effective Time. (g) The information contained in the Spreadsheet will be complete and correct as of the Closing Date.

Company Capital Structure. (a) The authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares(i) 88,439,121 shares of Company Common Stock, of which 9,506,736 12,794,687 shares are issued and outstanding; 4,000,000 outstanding on the date hereof, (ii) 8,110,301 shares of Series A Preference SharesSeed Preferred Stock, all of which are issued and outstanding on the date hereof, (iii) 20,364,825 shares of Series A Preferred Stock, all of which are issued and outstanding on the date hereof, (iv) 4,339,542 shares of Series A-1 Preferred Stock, of which 4,339,467 shares are issued and outstanding; 4,000,000 outstanding on the date hereof, (v) 20,110,667 shares of Series A-1 Preference SharesB Preferred Stock, of which 3,893,750 13,689,709 shares are issued and outstanding; 2,000,000 outstanding on the date hereof, (vi) 8,882,430 shares of Series A-2 Preference SharesB-1 Preferred Stock, of which 8,866,678 shares are issued and outstanding on the date hereof, and (vii) 4,598,479 Series C Preferred Stock of the Company, all of which shares are issued and outstanding; 6,500,000 outstanding on the date hereof having been issued immediately prior to the Closing pursuant to the terms of the Advance Investment Agreement (the shares of Series A-3 Preference SharesSeed Preferred Stock, all of which shares are issued and outstanding; and 10,250,000 Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preference SharesPreferred Stock, of which 10,236,018 shares are issued Series B-1 Preferred Stock and outstanding. The Company Series A Preference SharesC Preferred Stock, collectively, the “Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible on a one-share for one-share basis into Company Ordinary SharesPreferred Stock”). As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital Stock is held by the persons with the domicile addresses Persons and in the amounts set forth in Section 2.2(a2.5(a) of the Disclosure Schedule which further sets forth for each such person Person the number of shares held, held and the class and/or series of such shares and the number of the applicable stock certificates representing such shares. All outstanding shares of Company Share Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound. assessable. (b) All outstanding shares of Company Share Capital and all outstanding Company Options Stock have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder stockholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities lawsLegal Requirements, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder stockholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in limitation Known to the Charter DocumentsCompany. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company OptionsCommon Stock, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share CapitalCapital Stock. The Other than the Company Capital Stock set forth in Section 2.5(a) of the Disclosure Schedule, the Company has no other share capital stock authorized, issued or outstanding. (b) Section 2.2(b) of the Disclosure Schedule sets forth for all holders of Company Unvested Common Stock. True, 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 and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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. (c) 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. The Company has reserved 7,750,000 Company Ordinary Shares for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares or the exercise of options granted under the Plan, of which (i) 1,858,077 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised Company Options granted under the Plan, (ii) 3,303,612 shares have been issued upon the exercise of Company Options or Company Unvested Common Stock granted under the Plan and remain outstanding as of the date hereof and (iii) 2,588,311 shares remain available for future grant. As of the date hereof, no Company Ordinary Shares are issuable upon the exercise of outstanding Company Options that have not been issued under the Plan. Section 2.2(c) of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, 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 Share Capital issuable upon the exercise of such option, the exercise price of such option, the date of grant of such option, 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 transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions), 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. True correct and complete copies of all agreements and instruments relating to or issued under any securities of the Plan Company to which the Company is a party have been provided to Purchaser 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 provided to PurchaserParent. (c) Except for the Company Option Plan and the Carve Out Plan, neither the Company nor any of its Subsidiaries have ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity or equity-related compensation to any Person (whether payable in shares, cash or otherwise). The Company has reserved 7,654,225 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company pursuant to awards granted under the Company Option Plan, of which (i) 6,689,857 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Company Option Plan, (ii) 222,687shares have been issued upon the exercise of options granted under the Company Option Plan, and (iii) 741,681 shares remain available for issuance pursuant to future grants. Each Company Option granted to US persons was originally granted with an exercise price at least equal to the fair market value of a share of Company Common Stock on the date of grant. The terms of the Company Option Plan and the applicable agreements for each Company Option allow for the treatment of Company Options, as applicable, as provided in this Agreement, without the consent or approval of the holders of such securities, the Stockholders or otherwise. True and complete copies of all agreements and instruments relating to or issued under the Company Option 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. Except as set forth in Section 2.5(c) of the Disclosure Schedule, all Company Options were granted to individuals who were employees, contractors or non-employee directors of the Company or a Subsidiary of the Company at the time of grant. (d) Section 2.5(d) of the Disclosure Schedule sets forth for each outstanding Company Option (whether promised or granted) or other awards exercisable for, convertible into, or comprising Company Common Stock or any other class of shares, reserved for issuance under the Company Option Plan, the following information: (i) the name of the holder of such options or rights; (ii) the type of the option; (iii) the number of Company Common Stock issuable upon the exercise of such option; and (iv) the exercise price, vesting commencement date, vesting schedule, expiration dates, whether each such option was granted and is subject to tax pursuant to Section 3(i) of the ITO or Section 102. Other than the Company Option Plan and as set forth in Section 2.5(d) of the Disclosure Schedule, no share plan, share purchase, share option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event. The Company has never adjusted or amended the exercise price of any Company Options previously granted, whether through amendment, cancellation, replacement grant, repricing or other means. Except for the Company OptionsOption Plan, the Company has never adopted or maintained any share option plan or other plan providing for equity compensation to any person, and there are no plans or other arrangements in effect providing for share options, share purchases, restricted shares, share appreciation rights or other equity or equity-based compensation in the Company. (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 stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) except as set forth in the Carve Out Plan, 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 hereof. (f) Except as set forth in Section 2.5(a) of the Disclosure Schedule, there are no options, warrants, calls, rights, convertible promissory notes, other 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 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 share capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar equity- or equity-based compensation rights with respect to the equity of the Company or any of its Subsidiaries (in each case, whether payable in equityshares, cash or otherwise)) to which the Company is a party or which are otherwise binding on the Company. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to which the Company is a party or any of its Subsidiaries. There which are otherwise binding on the Company, 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 Company Share Capital. As a result of the Acquisition, and assuming the effectiveness of the Scheme of Arrangement, Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Share Capital and all rights to acquire or receive any shares of Company Share Capital, whether or not such shares of Company Share Capital are outstanding. (e) No Shareholder has any outstanding loans from the Company. (f) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum and articles of association of the Company as amended as of immediately prior to the Effective TimeStock. (g) No event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, and there is no basis for, any liability of the Company to any current, former or alleged holder of securities of the Company in such Person’s capacity (or alleged capacity) as a holder of such securities, whether related to the Merger or otherwise. (h) There are no outstanding Indebtedness from the Company to Stockholders. (i) The information contained in the Spreadsheet will be true, correct and complete and correct as of the Closing DateDate and the calculations performed to compute the information contained therein will be accurate and in accordance with applicable Legal Requirements, the terms of this Agreement, the Charter Documents and all other agreements and instruments among the Company and/or any of the Stockholders, and no Stockholder will be entitled to any amounts except as provided in the Spreadsheet.

Company Capital Structure. (a) The As of the day immediately preceding the Agreement Date, the authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares105,257,399 shares of Company Common Stock, of which 9,506,736 9,545,530 shares are issued and outstanding; 4,000,000 Series A Preference Sharesoutstanding as of the Agreement Date and 73,524,562 shares of Company Preferred Stock, all of which 73,313,758 shares are issued and outstanding; 4,000,000 outstanding as of the Agreement Date, consisting of 21,944,021 shares of Series A-1 Preference SharesConvertible Preferred Stock, 21,944,021 of which 3,893,750 is outstanding as of the Agreement Date, 8,873,967 shares are issued and outstanding; 2,000,000 of Series A-2 Preference SharesConvertible Preferred Stock, all 8,873,967 of which is outstanding as of the Agreement Date, 21,185,768 shares are issued and outstanding; 6,500,000 of Series A-3 Preference SharesB-1 Convertible Preferred Stock, all 21,080,368 of which is outstanding as of the Agreement Date, 7,132,316 shares are issued and outstanding; and 10,250,000 of Series B Preference SharesB-2 Convertible Preferred Stock, 7,026,912 of which 10,236,018 shares are issued and outstanding. The Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible on a one-share for one-share basis into Company Ordinary Shares. As is outstanding as of the date hereofAgreement Date, the capitalization and 14,388,490 shares of Series C Convertible Preferred Stock, 14,388,490 of which is outstanding as of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital is held by the persons with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule 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 sharesAgreement Date. All outstanding shares of Company Share Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to any Liens (other than a Permitted Lien), outstanding subscriptions, preemptive rights, rights of first refusal or “put” or “call” rights created by statute, the Charter Documents, or any agreement Contract to which the Company is a party or by which it or any of its assets is bound. All None of the outstanding shares of Company Share Common Stock are Company Restricted Stock. All shares of Company Capital Stock and all outstanding other Company Options Securities have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the CompanyStockholder) in material compliance with all Laws and all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities lawsContracts, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the CompanyStockholder) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share CapitalCapital Stock and the Company has never declared or paid any dividend or other distribution. The Other than the Company Capital Stock set forth in Section 3.5(b) of the Disclosure Schedule, the Company has no other share capital stock authorized, issued or outstanding. (b) As of the Agreement Date, the Company Capital Stock is held of record by the Persons and in the amounts set forth in Section 2.2(b3.5(b) of the Disclosure Schedule Schedule, which further sets forth for all holders each such Person (i) name and the number of shares held, (ii) the class and series of such shares, (iii) the number of the applicable book-entry positions representing such shares, and (iv) whether such Person is or has ever been an Employee. All outstanding shares of Company Unvested Common Stock, 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 Capital Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to date, whether the vesting of such Company Unvested Common Stock is subject to acceleration as a result of the transactions contemplated are either represented by this Agreement book entry positions or any other events (including a complete description of any such acceleration provisions) 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 Stockphysical stock certificates. (c) Except for the Plan, neither the Company nor any of its Subsidiaries has ever never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity equity-related compensation to any personPerson (whether payable in shares, cash or otherwise). The Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Stockholders and is in full force and effect. The Company has reserved 7,750,000 24,704,815 shares of Company Ordinary Shares Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares stock or the exercise of options granted under the Plan, of which (i) 1,858,077 14,506,904 shares are issuable, as of the date hereofAgreement Date, upon the exercise of outstanding, unexercised Company Options options granted under the Plan, (ii) 3,303,612 3,854,460 shares have been issued upon the exercise of Company Options options or Company Unvested Common Stock purchase of restricted stock granted under the Plan and remain outstanding as of the date hereof Agreement Date and (iii) 2,588,311 6,343,451 shares remain available for future grant. As of the date hereof, no Company Ordinary Shares are issuable upon the exercise of outstanding Company Options that have not been issued under the Plan. Section 2.2(c3.5(c) of the Disclosure Schedule sets forth forth, as of the Agreement Date, for each outstanding Company Option, the (1) name of the holder of Optionholder thereof, (2) whether such optionOptionholder is an Employee, (3) the type of entity of grant date and expiration date thereof, (4) whether such holder Company Option was granted pursuant to the Plan, (5) the vesting schedule (including all acceleration provisions) applicable to such Company Option and any ultimate parent entity of the extent to which such holderCompany Option is vested to date, if not an individual(6) the exercise price per share and the number, the domicile address of such holder, the number class and series of shares of Company Share Capital issuable upon the exercise of Stock underlying such optionCompany Option to date, the exercise price of such option, the date of grant of such option, 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 transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions), 7) whether such option was issued under the Plan and whether such option Company 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 Company Option is, to the Knowledge of the Company, subject to Section 409A of the Code. The terms of the Plan and the applicable agreements for each Company Option permit the assumption or substitution of options to purchase Company Common Stock 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. True and complete copies of all agreements and instruments standard forms of Contracts relating to to, or issued under under, the Plan have been provided to Purchaser Made Available and such agreements and instruments Contracts have not been amended, modified or supplemented, and there are no agreements Contracts to amend, modify or supplement such agreements or instruments Contracts from the forms thereof provided Made Available. No holder of Company Options has the ability to Purchaserearly exercise any Company Options for shares of restricted stock under the Plan or any other Contract relating to such Company Options. (d) Except for the shares of Company OptionsCapital Stock, the Company Options and the Company Warrants, as of the Agreement Date, there are no options, warrants, calls, outstanding Company Securities. There are no rights, convertible promissory notesagreements, other convertible securities, arrangements or commitments or agreements of any kind or character, written or oral, to which the Company or any of its Subsidiaries is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the share capital stock of the Company or obligating otherwise acquire any Company Securities. As of the Company to grantAgreement Date, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There there are no outstanding or authorized authorized, and the Company has no unfilled promises or commitments (whether or not binding) to issue, grant, or enter into any, stock appreciation, phantom stock, profit participation, or other similar rights with respect to the equity of the Company or any of its Subsidiaries (whether payable in equityCompany Securities, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings Contracts with respect to the voting stock of the Company or any of its Subsidiaries. There Company, and there are no agreements Contracts to which the Company or any of its Subsidiaries is a party relating to the registration, sale or transfer (including agreements Contracts relating to rights of first refusal, right of first offer, co-sale rights or “drag-along” rights) of any Company Share CapitalCapital Stock. As a result of the AcquisitionFirst Merger, and assuming the effectiveness of the Scheme of Arrangement, Purchaser Acquiror will be the sole record and beneficial holder of all issued and outstanding Company Share Capital Stock and all rights to acquire or receive any shares of Company Share Capital, whether or not such shares of Company Share Capital are outstandingSecurities. (e) No Shareholder Section 3.5(e) of the Disclosure Schedule (i) identifies each Person with an offer letter or other Contract that contemplates a grant of Company Options or the issuance of other Company Securities, or who has any outstanding loans from otherwise been promised Company Options or other Company Securities, which Company Options have not been granted, or other Company Securities have not been issued, as of the CompanyAgreement Date (each, a “Specified Person”) and (ii) for each Specified Person, sets forth the number and type (including class and series, if applicable) of Company Options or Company Securities so contemplated or promised to be granted or issued. (f) The allocation Section 3.5(f) of the Acquisition Consideration Disclosure Schedule sets forth, as of the Agreement Date, all Indebtedness of the Company, including (i) the amount of such Indebtedness, (ii) a breakdown of the components of such Indebtedness, including any prepayment premiums, penalties, breakage costs, “make whole amounts,” costs, expenses and other payment obligations that would arise if any or all of such Indebtedness were prepaid, extinguished, unwound and settled in full prior to maturity and (iii) any assets securing such Indebtedness. Other than as set forth herein on Section 3.5(f) of the Disclosure Schedule, the Company has no outstanding Indebtedness. The Company has Made Available a true, correct and complete copy of each Contract or other instrument evidencing Indebtedness of the Company. With respect to each such item of Indebtedness, the Company is consistent with not in default and no payments are past due. There are no outstanding loans or Indebtedness involving, on the memorandum one hand, the Company and articles on the other hand, any of association the Securityholders. After giving effect to the Closing and the payment of all Closing Indebtedness set forth in Payoff Letters delivered to Acquiror prior to the Closing, the Company will have no Indebtedness, and each holder of any Indebtedness of the Company as amended as will have no rights in respect of immediately prior to the Effective Timesuch Indebtedness. (g) The information contained in the Spreadsheet will be Company has no PPP Indebtedness. The Company has Made Available, complete and correct copies of the Company’s application for PPP Indebtedness, and evidence of repayment in full of such PPP Indebtedness. The Company’s prior PPP Indebtedness constituted one or more “covered loans” as defined in Section 1102(a)(2)(A) of the CARES Act. The Company at all applicable times met the eligibility requirements for application and receipt of any PPP Indebtedness and at all applicable times has been in compliance with the CARES Act with respect to any PPP Indebtedness. (h) There is not any issued or outstanding 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 right), or (ii) the value of which is in any way based upon or derived from capital or voting stock of the Company. (i) The allocation of the Merger Consideration set forth in Article I is consistent with, and does not violate any of the Charter Documents, the Plan, or any Contract applicable to any Company Securities or Indebtedness of the Company, as amended immediately prior to the First Effective Time. (j) To the Knowledge of the Company (without any inquiry), as of the Closing Agreement Date, no Person that is not recognized by the Company to be a holder of any Company Securities has alleged, or has a reasonable basis to allege that it is such a holder, whether related to the Mergers or otherwise.

Company Capital Structure. (a) The authorized share capital stock of the Company consists as of 48,480,000 Ordinary Sharesthe date of this Agreement of (i) 200,000,000 shares of IM Common Stock, of which 9,506,736 17,288,521 shares are issued and outstanding; 4,000,000 Series A Preference Shares(ii) 87,291,733 shares of MW Common Stock, all of which 7,081,531 shares are issued and outstanding; 4,000,000 (iii) 3,000,000 shares of Series A-1 Preference SharesA Preferred Stock, of which 3,893,750 3,000,000 shares are issued and outstanding; 2,000,000 (iv) 2,371,925 shares of Series A-2 Preference SharesA-1 Preferred Stock, all of which 2,371,925 shares are issued and outstanding; 6,500,000 (v) 5,652,601 shares of Series A-3 Preference SharesB Preferred Stock, all of which 5,652,601 shares are issued and outstanding; (vi) 16,644,277 shares of Series B-1 Preferred Stock, of which 15,923,727 shares are issued and outstanding; (vii) 30,692,240 shares of Series C Preferred Stock, of which 28,107,293 shares are issued and outstanding; (viii) 28,037,824 shares of Series C-1 Preferred Stock, of which 27,525,513 shares are issued and outstanding; (ix) 17,203,445 shares of Series D Preferred Stock, of which 17,203,445 shares are issued and outstanding; and 10,250,000 (x) 21,930,638 shares of Series B Preference SharesD-1 Preferred Stock, of which 10,236,018 21,930,638 shares are issued and outstanding. The Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible on a one-share for one-share basis into Company Ordinary Shares. As of the date hereof, the capitalization of the Company as of the date of this Agreement is as set forth in Section 2.2(a3.2(a) of the Disclosure Schedule. The Company Share Capital Stock is held by the persons with the domicile addresses and in the amounts set forth in Section 2.2(a3.2(a) of the Disclosure Schedule 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 sharesSchedule. All outstanding shares of Company Share Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter DocumentsCertificate of Incorporation or bylaws of the Company, or any agreement to which the Company is a party or by which it is bound. All outstanding shares of Company Share Capital , and all outstanding Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws, and were issued, transferred and repurchased (. Except as set forth in the case of shares that were outstanding and repurchased by the Company or any Shareholder Section 3.2(a) of the Company) in accordance with any right of first refusal or similar right or limitationDisclosure Schedule, including those in the Charter Documents. The Company has not suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Share Capital, Company Options, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rights. There there are no declared or accrued but unpaid dividends with respect to any shares of Company Share CapitalCapital Stock. The Company has no other share capital stock authorized, issued or outstanding. No vesting provisions applicable to Company Options or to any other rights to purchase Company Common Stock will accelerate as a result of the Merger. (b) Section 2.2(b) As 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 repurchase price of such Company Unvested Common Stock, the date of purchase of such Company Unvested Common Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested to 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 (including a complete description of any such acceleration provisions) 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 there are no Unvested Common StockShares outstanding. (c) Except for the PlanPlans, neither the Company nor any of its Subsidiaries has ever adopted, sponsored never adopted or maintained any stock option plan or any other plan or agreement providing for equity compensation to of any person. The Company has reserved 7,750,000 Company Ordinary Shares (i) 1,888,604 shares of IM Common Stock for issuance to employees Employees and directors of, and consultants to, the Company upon the issuance of shares or the exercise of options granted under the PlanCompany Options, of which (i) 1,858,077 10,057,213 shares are issuable, as of the date hereofof this Agreement, upon the exercise of outstanding, unexercised Company Options granted under the PlanOptions, and (ii) 3,303,612 4,045,049 shares have been issued of MW Common Stock for issuance to Employees and directors of, and consultants to, the Company upon the exercise of Company Options or Company Unvested Common Stock granted under the Plan and remain outstanding Options, of which 7,378,149 shares are issuable, as of the date hereof and (iii) 2,588,311 shares remain available for future grantof this Agreement, upon the exercise of outstanding, unexercised Company Options. As of the date hereofof this Agreement, no Company Ordinary Shares an aggregate of (i) 169,000 shares of IM Common Stock, (ii) 798,454 shares of MW Common Stock, (iii) 720,548 shares of Series B-1 Preferred Stock, (iv) 2,584,947 shares of Series C Preferred Stock and (v) 512,311 shares of Series C-1 Preferred Stock are issuable upon the exercise of outstanding Company Options that have not been issued under the PlanWarrants. Section 2.2(c3.2(c) of the Disclosure Schedule sets forth as of the date of this Agreement for each outstanding Company OptionOption and Company Warrant, the name of the holder of such option, the type of entity of such holder and any ultimate parent entity of such holder, if not an individualCompany Option or Company Warrant, the domicile address of such holder, the number of shares of Company Share Capital IM Common Stock, MW Common Stock, Series B Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Stock, as applicable, issuable upon the exercise of such optionCompany Option or Company Warrant, the exercise price of such option, the date of grant of such optionCompany Option or Company Warrant, the vesting schedule for such optionCompany Option or Company Warrant, including the extent vested to date and whether the vesting of such option is subject to acceleration as a result of Company Option or Company Warrant will be accelerated by the transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions)Transactions, whether such option was issued under the Plan and whether such option Company Option is a nonstatutory option or intended to qualify as an incentive stock option as defined in Section 422 of the CodeIRC. True and complete copies of all agreements and instruments relating to or issued under the Plan have been provided to Purchaser 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 Purchaser. (d) Except for the Company Options, Company Warrants and Company Preferred Stock listed in Section 3.2(a) or Section 3.2(c) as described in Section 3.2 of the Disclosure Schedule, and except for the exercise after the date of this Agreement of Company Options and Company Warrants and the granting of Company Options as permitted by Section 5.1, there are no options, warrants, calls, rights, convertible promissory notes, other 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 the Company 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 share capital stock of the Company or any of its Subsidiaries 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 equity of the Company or any of its Subsidiaries (whether payable in equity, cash or otherwise)Company. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company 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 Share CapitalCompany. As a result of the AcquisitionMerger, and assuming the effectiveness of the Scheme of Arrangement, Purchaser Parent will be the sole record and beneficial holder of all issued and outstanding Company Share Capital Stock and all rights to acquire or receive any shares of Company Share CapitalCapital Stock, whether or not such shares of Company Share Capital Stock are outstanding. (e) No Shareholder has any outstanding loans from the Company. (fd) The allocation of the Acquisition Merger Consideration set forth herein is consistent with in Section 2.6(a) and in the memorandum Spreadsheet accurately reflects, and articles of association will reflect as of the Closing Date, the amounts payable with respect to the Company as amended Capital Stock pursuant to the Certificate of Incorporation, in effect as of immediately prior to the Effective Time. (g) The information contained in , and the Spreadsheet Spreadsheet, when delivered pursuant to Section 6.17, will be complete true and correct as of the Closing Datein all respects.

Company Capital Structure. (a) The As of the date hereof, the authorized share capital stock of the Company consists of 48,480,000 Ordinary Shares200,785,577 shares of Company Common Stock, of which 9,506,736 33,795,473 shares are issued and outstanding on the date hereof; 39,405,799 shares of Company Series A Preferred Stock, of which 39,078,906 shares are issued and outstanding; 4,000,000 21,950,017 shares of Company Series A Preference SharesB Preferred Stock, all of which 21,950,017 shares are issued and outstanding; 4,000,000 16,263,732 shares of Company Series A-1 Preference SharesC Preferred Stock, of which 3,893,750 16,263,732 shares are issued and outstanding; 2,000,000 2,903,027 shares of Company Series A-2 Preference SharesC-1 Preferred Stock, all of which no shares are issued and outstanding; 6,500,000 18,249,022 shares of Company Series A-3 Preference SharesD Preferred Stock, all of which 18,249,022 shares are issued and outstanding; 5,393,740 shares of Company Series E Preferred Stock, of which 5,393,740 shares are issued and outstanding; and 10,250,000 10,039,279 shares of Company Series B Preference SharesF Preferred Stock, of which 10,236,018 10,039,279 shares are issued and outstanding. The Company Series A Preference Shares, the Company Series A-1 Preference Shares, the Company Series A-2 Preference Shares, the Company Series A-3 Preference Shares and the Company Series B Preference Shares are convertible on a one-share for one-share basis into Company Ordinary Shares. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. The Company Share Capital Stock is held by the persons with the domicile addresses Persons and in the amounts set forth in Section 2.2(a2.5(a) of the Disclosure Schedule which further sets forth for each such person 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 Share Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents, or any agreement to which the Company is a party or by which it is bound. Table of Contents (b) All outstanding shares of Company Share Capital Stock and all outstanding Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder stockholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities lawsLegal Requirements, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any Shareholder stockholder of the Company) in accordance with any right of first refusal or similar right or limitationlimitation Known to the Company. No Stockholder has exercised any right of redemption, including those if any, provided in the Charter DocumentsDocuments 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 has does not suffered or incurred 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 Share Capital, Company OptionsCapital Stock, or out of any agreements or arrangements arrangement relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, provided in the Articles with respect to the Company Preference Shares, and the Company has not received notice that any Shareholder intends to exercise such rights. There are no declared or accrued but unpaid dividends with respect to any shares of Company Share CapitalCapital Stock. The Other than the Company Capital Stock set forth in Section 2.5(a) of the Disclosure Schedule, the Company has no other share shares of capital stock authorized, issued or outstanding. (bc) Section 2.2(b) of There is no Company Restricted Stock outstanding on the Disclosure Schedule sets forth for all holders date hereof. No prior holder of Company Unvested Common Stock, 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 Restricted Stock and the vesting schedule for such Company Unvested Common Stock, including the extent vested failed to 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 (including a complete description of any such acceleration provisions) and whether, to the Knowledge of the Company, the holder has made a timely make an election with the Internal Revenue Service IRS under Section 83(b) of the Code with respect to such Company Unvested Common Restricted Stock. Other than Company Restricted Stock, the Company has never issued any Company Capital Stock subject to a repurchase option at less than the fair market value of such stock, risk of forfeiture or other vesting condition under any applicable stock restriction agreement or other agreement with the Company. (cd) Except for the PlanPlans, neither the Company nor any of its Subsidiaries Subsidiary has ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity or equity-related compensation to any personperson (whether payable in shares, cash or otherwise). The Company has reserved 7,750,000 61,933,640 shares of Company Ordinary Shares Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of shares stock or the exercise of options or the granting or purchase of restricted stock granted under the 2017 Plan, of which (i) 1,858,077 25,337,848 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised Company Options options granted under the 2017 Plan, (ii) 3,303,612 179,870 shares have been issued upon the exercise of Company Options or Company Unvested Common Stock options granted under the 2017 Plan and remain outstanding as of the date hereof and hereof, (iii) 2,588,311 no shares have been issued as restricted stock awards under the 2017 Plan and remain outstanding as of the date hereof, and (iv) 4,051,485 shares remain available for future grantgrant under the 2017 Plan. As 18,935,959 shares of Company Common Stock are issuable, as of the date hereof, no Company Ordinary Shares are issuable upon the exercise of outstanding outstanding, unexercised options granted under the 2008 Plan. The terms of the Plans and the applicable agreements for each Company Option permit the treatment of Company Options that have not been as provided in this Agreement, including without the consent or approval of the holders of such securities, the Stockholders or otherwise and, other than as set forth on in Section 2.5(d) of the Disclosure Schedule. True and complete copies of the forms of all agreements and instruments relating to or issued under the PlanPlans, as well as all agreements and instruments relating to or issued under the Plans that are not on such forms, have been Made Available. All holders of Company Options are current or former employees, non-employee directors or service providers of the Company. No Company Option or other stock right (as defined in U.S. Treasury Department regulation 1.409A-1(l)) (w) has an exercise price that was less than the fair market value of the underlying equity as of the date such option or right was granted (as determined in accordance with Section 2.2(c409A of the Code or, in the case of incentive stock options, in accordance with Section 422 of the Code), (x) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option or rights, (y) has been granted after December 31, 2004, with respect to any class of stock of the Company that is not “service recipient stock” (within the meaning of applicable regulations under Section 409A), or (z) has ever been accounted for other than fully in accordance with GAAP in the Company’s audited financial statements provided to Parent. (e) Section 2.5(e) of the Disclosure Schedule sets forth for each outstanding Company Option, Company RSU and Company Warrant, the name of the holder of such optionholder, the type of entity of such holder and any ultimate parent entity of such holder, if not whether such holder is an individual, employee of the domicile address of such holderCompany or any Subsidiary, the number of shares of Company Share Capital Stock issuable upon the exercise or settlement of such optionaward, the date of grant, the exercise price of such option(if any), the date of grant of such option, the vesting schedule for such option, including the extent vested to date and whether the vesting Table of such option is subject to acceleration as a result of the transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions), whether such option was issued under the Plan and whether Contents such option is a nonstatutory option or intended to qualify as an incentive stock option as defined in Section 422 of the Code. True Code and, in the case of Company Options and complete copies of all agreements and instruments relating Company RSUs, to the extent such Company Option or issued under the Plan have been provided to Purchaser and such agreements and instruments have Company RSU has not been amendedcancelled immediately prior to the Effective Time, modified whether (and to what extent) such Company Option or supplemented, and there are no agreements Company RSU is or has ever been subject to amend, modify Section 409A (whether or supplement such agreements not subsequently amended to comply with or instruments be exempt from the forms thereof provided requirements of Section 409A and any action taken to Purchaseramend such Company Option or Company RSUs to comply with or be exempt from the requirements of Section 409A). The Company has made available, together with information corresponding to the holder’s name and other identifying information hereunder, the domicile address of record of such holders. (df) 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 hereof. (g) Except for the Company Options, Company RSUs and the Company Warrants, there are no options, warrants, calls, rights, convertible promissory notes, other convertible securities, commitments or agreements of any character, written or oral, to which the Company or any of its Subsidiaries Subsidiary is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any of the share capital 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, restricted stock unit, 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 equity of the Company or any of its Subsidiaries Subsidiary (whether payable in equityshares, cash or otherwise). Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company or any of its Subsidiaries. There Subsidiary, and there are no agreements to which the Company or any of its Subsidiaries 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 Share CapitalCapital Stock. As a result of the AcquisitionMerger, and assuming the effectiveness of the Scheme of Arrangement, Purchaser Parent will be the sole record and beneficial holder of all issued and outstanding Company Share Capital Stock and all rights to acquire or receive any shares of Company Share CapitalCapital Stock, whether or not such shares of Company Share Capital Stock are outstanding. (eh) No Shareholder has any Section 2.5(h) of the Disclosure Schedule sets forth the outstanding loans principal, accrued interest and applicable rate of interest of all outstanding Indebtedness from the CompanyCompany (as lender) to Stockholders (as borrowers). (fi) The allocation of the Acquisition Consideration set forth herein is consistent with the memorandum No event has occurred, and articles of association no circumstance or condition exists, that has resulted in, or that would reasonably be expected to result in any liability of the Company or any Subsidiary to any current, former or alleged holder of securities of the Company in such Person’s capacity (or alleged capacity) as amended a holder of such securities, whether related to the Merger or otherwise. (j) The Company is its own Ultimate Parent Entity as that term is defined in 16 C.F.R. 801.1, and the total assets of immediately the Company stated on its last regularly prepared balance sheet prior to the Effective TimeClosing, prepared in accordance with 16 C.F.R. 801.11, will be less than $16,900,000 at the time of the Closing. (gk) The information contained allocation, distribution and payment of Merger Consideration pursuant to this Agreement is in accordance in all respects with the Spreadsheet will be complete and correct as Company’s Certificate of the Closing DateIncorporation.