Common use of Company Capital Structure Clause in Contracts

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 are issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a). All outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws of the Company or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Shareholders of the Company may vote. Except as set forth on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized share capital stock of the Company consists of (i) 10,000,000 shares an unlimited number of Common Shares (“Company Common StockShares”), $0.00001 par value per share (“Common Stock”) of which 8,000,000 5,430,007 Company Common Shares are issued and outstanding and (ii) an unlimited number of Preferred Shares, none of which such amounts include are issued and outstanding. Except as set out in the previous sentence, the Company does not have any other shares issuable upon exercise authorized, issued or outstanding. The shares in the capital of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is are held of record and to the knowledge of the Company, beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on in Schedule 3.4(a)2.4(a) of the Company Disclosure Schedules. All outstanding shares of the Company Common Stock (i) have been duly authorized and validly [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles articles of Incorporationamalgamation, the Byby-Laws of the Company laws or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state Canadian corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares in the capital of Company Common Stockthe Company. Except as set forth in this Section 3.4Schedule 2.4(a) of the Company Disclosure Schedules, since December 31, 2017, there have been no dividends or distributions with respect to any shares in the capital of the Company. Except for the 5,430,007 Company Common Shares outstanding, as of the date of this Agreement Agreement, no shares in the capital of Company Common Stockthe Company, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stockshares, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, are reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Shareholders of the Company may vote. Except as set forth on in Schedule 3.42.4(a), the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares in the capital of the Company Common Stock or other securities of the Company, and there . There are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares in the capital of the Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration Purchase Price except as set forth provided in Schedule 1.2 the Seller Allocation Spreadsheet by any current or former Shareholdershareholder, option holder or warrant holder of the Company, or any other Person.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 250,000,000 shares of Company authorized Class A Common Stock, $0.00001 par value per share (“Common Stock”) Stock of which 8,000,000 57,316,042 shares are issued and outstanding (which such amounts include the shares issuable upon exercise as of the Company Options on the Closing Date). The Company date hereof and 80,000,000 shares of authorized Class B Common Stock, including all of which 39,869,348 shares subject are issued and outstanding as of the date hereof. As of the Effective Time, the number of outstanding shares of Company Capital Stock shall not exceed 97,185,390 shares, except for such number of shares issued pursuant to Company Options after the date hereof and through to the Company’s right Effective Time. As of repurchasethe date hereof, the Company Capital Stock is held of record beneficially by the Persons with the addresses persons and in the amounts and represented by the certificates set forth on Schedule 3.4(a)in Section 2.3(a) of the Disclosure Schedule. All outstanding shares of Company Common Capital Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Amended and Restated Articles of Incorporation, the By-Laws Incorporation or Amended and Restated Bylaws of the Company or any agreement or document to which the Company is a party or by which it is bound, bound and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Lawslaws. There are no declared or accrued but unpaid dividends with respect to any shares of the Company's Capital Stock. The Company has no other capital stock authorized, issued or outstanding. (b) Except for the Company's Option Plans, the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. The Company has reserved 86,000,000 shares of Company Common Stock. Except as set forth in this Section 3.4, Stock for issuance to employees and consultants pursuant to the Option Plans of which options to purchase 18,639,114 shares of Company Capital Stock have been issued as of the date hereof of this Agreement no which 10,003,812 shares remain subject to options unexercised as of the date hereof. On June 13, 1998, the Company's Board of Directors granted options to purchase 1,084,450 shares of Company Class A Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities Stock to the individuals indicated on Section 2.3(b) of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstandingDisclosure Schedule. Except as set forth on Schedule 3.4(a)Section 2.3(b) of the Disclosure Schedule, there are is no bonds, debentures, notes outstanding Company Capital Stock which is subject to vesting or other indebtedness Company Options. Section 2.3(b) of the Company having Disclosure Schedule sets forth the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Shareholders name of the holder of any Company may vote. Except as set forth on Schedule 3.4Capital Stock subject to vesting, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition number of any shares of Company Common Capital Stock or other securities subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested as of the Companymost recent practicable date, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person.8

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 100,000 shares of Company Common Stock and 357.08 shares of Company Preferred Stock. As of the date hereof, $0.00001 par value per share (“there are 80,013 shares of Company Common Stock”) Stock and 357.08 shares of which 8,000,000 are Company Preferred Stock issued and outstanding (which such amounts include held by the persons, and in the amounts, set forth in Section 2.2 of the Disclosure Schedule. As of the date hereof, there are 356 shares issuable of Company Common Stock held in treasury. As of the date hereof, there are 16,912 shares of the Company Common Stock reserved for issuance upon the exercise of the Company Options Options. Section 2.2 of the Disclosure Schedule sets forth the following information with respect to each such Company Option: (i) the date on which each such Company Option was granted; (ii) the Closing Date)number of shares of Company Common Stock subject to each such Company Option; (iii) the exercise price for each such Company Option; and (vi) the name of the Option Holder. The Company Common Stock, including has made available to Parent accurate and complete copies of all shares subject to Company Option Agreements evidencing the Company’s right Company Options listed on Section 2.2 of repurchase, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates Disclosure Schedule. Except as set forth on Schedule 3.4(a). All in Section 2.2 of the Disclosure Schedule, all outstanding shares of Company Common Stock (i) and Company Preferred Stock have been duly authorized and validly issued issued, and are fully paid, paid and non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles Certificate of Incorporation, the By-Laws Incorporation or Bylaws of the Company or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as 2.2 of the date Disclosure Schedule, there are no other options, warrants, calls, rights, commitments or agreements of this Agreement no any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities the capital stock of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no bonds, debentures, notes or other indebtedness of obligating the Company having to grant, extend, accelerate the right to vote (or convertible intovesting of, change the price of, or exchangeable forotherwise amend or enter into any such option, securities having the right to vote) on any matters on which Shareholders of the Company may vote. Except as set forth on Schedule 3.4warrant, the Company has never repurchasedcall, redeemed right, commitment or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Personagreement.

Company Capital Structure. (a) Immediately prior to Other than the transactions contemplated hereunderInterests, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Company Common Stockdoes not have any other membership interests or other equity interests authorized, $0.00001 par value per share (“Common Stock”) of which 8,000,000 are issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date)or outstanding. The Company Common Stock, including all shares subject Interests are held of record and to the Company’s right of repurchaseKnowledge, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a2.4(a). All outstanding shares of Company Common Stock Interests (i) have been duly authorized and validly issued and are fully paid, non-non- assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles certificate of Incorporationorganization, the By-Laws of the Company operating agreement or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stockthe Interests. Except as set forth in this Section 3.4above, as of the date of this Agreement no shares of Company Common StockInterests, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into into, derivative of or exercisable for such capital stockInterests, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were are issued, reserved for issuance or outstanding, nor are there any Company Equity Rights or other outstanding rights or claims thereto. Except as set forth on Schedule 3.4(a), there There are no bonds, debentures, notes or other indebtedness Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Shareholders members of the Company may vote. Except as set forth on Schedule 3.42.4(a), the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock Interests or other securities of the Company, and there are no amounts owed or which may be owed to any Person person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock Interests or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 Final Purchase Price by any current or former Shareholdermember, option holder or warrant holder of the Company, or any other Person.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 are issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a). All outstanding 50,000 shares of Company Common Stock and 20,000 shares of Company Preferred Stock. As of the date hereof, (i) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws of the Company or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any 22,060.998 shares of Company Common StockStock are issued and outstanding, (ii) 1,918 shares of Company Common Stock are held in the treasury of the Company, (iii) 4,644.940 shares of Company Preferred Stock are issued and outstanding; and (iv) 100 shares of Company Preferred Stock are held in the treasury of the Company. Section 3.03(a) of the Company Disclosure Schedule shows the number of Company options and warrants and the number of shares of Company Common Stock reserved for future issuance pursuant to stock options and warrants granted and outstanding as of the date hereof and the Company Stock Option Plans, which are the Company's only stock option plans. Except as set forth in this Section 3.4, as 3.03(a) of the date of this Agreement Company Disclosure Schedule there are no unexercised Company Options or warrants exercisable to purchase Company Common Stock or Company Preferred Stock. All shares of Company Common StockStock subject to issuance as specified above are duly authorized and, other equity securitiesupon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were shall be validly issued, reserved for issuance or outstandingfully paid and nonassessable. Except as set forth on Schedule 3.4(a)Section 3.03(a) of the Company Disclosure Schedule, there are no bondsobligations, debenturescontingent or otherwise, notes or other indebtedness of the Company having the right to vote (or convertible intorepurchase, or exchangeable for, securities having the right to vote) on any matters on which Shareholders of the Company may vote. Except as set forth on Schedule 3.4, the Company has never repurchased, redeemed redeem or otherwise acquired acquire any shares or caused the repurchase, redemption other units of Company Common Stock or acquisition of any Company Preferred Stock. The shares of Company Common Stock or other securities and Company Preferred Stock issued and outstanding are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive rights. In the event of the Company, exercise of warrants and there are no amounts owed or which may be owed to any Person by stock options and the Company as a result conversion of any repurchase, redemption or acquisition of any shares of Company Common Preferred Stock or other securities of in accordance with their terms, the Company. There is no claim or basis for Company shall update this representation and warranty, it being agreed that such a claim to any portion of events shall not affect the aggregate Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other PersonConsideration.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunderEffective Time, ------------------------- the authorized capital stock of the Company consists of (i) 10,000,000 1,250,000 shares of Company Common Stock, $0.00001 0.01 par value per share (“value. There are 959,500 shares of the Company Common Stock”) of which 8,000,000 are Stock issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons with the addresses persons, and in the amounts and represented by the certificates amounts, set forth on Schedule 3.4(a)Exhibit G. At the time of the Closing, such list shall have been appropriately adjusted to reflect option exercises and stock repurchases since the date hereof. No shares of any holder were subject to repurchase upon termination of employment as of the Effective Time. All outstanding shares of Company Common Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-non- assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws Organization or Bylaws of the Company or any agreement or document to which the Company is a party or by which it is bound. The Company has reserved 50,000 shares of Common Stock for issuance to employees and consultants pursuant to the Company Stock Option Plan, of which zero (0) shares have been exercised, and 20,000 shares are subject to outstanding, unexercised options (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws"Options"). There The holders of the Options are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stocklisted on Exhibit G hereto. Except as set forth in this Section 3.4the Disclosure Schedule, as there are no other options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities capital stock of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no bonds, debentures, notes or other indebtedness of obligating the Company having to grant, extend, accelerate the right to vote (or convertible intovesting of, change the price of, or exchangeable forotherwise amend or enter into any such option, securities having the right to vote) on any matters on which Shareholders of the Company may vote. Except as set forth on Schedule 3.4warrant, the Company has never repurchasedcall, redeemed right, commitment or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Personagreement.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 197,500,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) 22,723,169 shares of which 8,000,000 are issued and outstanding (which such amounts include the shares issuable upon exercise as of the Company Options date of this Agreement, and 140,500,000 shares of Preferred Stock, all of which are designated Series AA Preferred Stock, 133,638,995 of which are issued and outstanding as of the date of this Agreement and owned of record by the holders and in the amounts set forth on the Closing DateSchedule 2.2(a)(i). The Company Common shall notify CS in writing promptly upon becoming aware of any changes arising after the date hereof in the holders of Company Capital Stock, including all and the number and class or series of shares subject to the Company’s right of repurchase, is Company Capital Stock held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a)any such holder. All outstanding shares of Company Common Capital Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of IncorporationCompany Charter Documents, the By-Laws of the Company or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in compliance in all material respects with applicable federal, state and foreign securities Laws. The Company has not repurchased any shares of Company Capital Stock except in compliance in all material respects with all applicable federal, state, foreign and local Laws, including federal federal, state and state corporate and foreign securities Laws, and any agreements applicable thereto. There The Company has no reasonable expectation that it will suffer or incur any other Liability or Loss relating to or arising out of the issuance or repurchase of any shares of Company Capital Stock, Company Options or Company Warrants, or out of any agreements or arrangements relating thereto. Except as set forth in Section 2.2(a) of the Schedule of Exceptions, there are no declared or accrued but unpaid dividends with respect to any shares of Company Common Capital Stock. Except as set forth in this Section 3.4The Company has no other capital stock authorized, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance issued or outstanding. Except as set forth on Schedule 3.4(a), there are no bonds, debentures, notes or other indebtedness in Section 2.2(a) of the Company having the right Schedule of Exceptions, no vesting provisions applicable to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Shareholders of the Company may vote. Except as set forth on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock Restricted Stock, Company Options, Company Warrants, or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the other rights to purchase Company Capital Stock will accelerate as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 transactions contemplated by any current or former Shareholder, option holder or warrant holder of the Company, or any other Personthis Agreement.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the authorized capital stock of the Company consists of (i1) 10,000,000 15,000,000 shares of Company Common Stockcommon stock, $0.00001 par value per share (the “Company Common Stock”) of which 8,000,000 5,758,942 are issued and outstanding (which such amounts include the shares issuable upon the exercise of the Company Options on the Closing Date)) and (2) 1,500,000 shares of Company founder FF preferred stock , $0.00001 par value per share (the “Founder Preferred Stock” and together with the Common Stock, the “Company Capital Stock”) 900,000 of which are issued and outstanding. The Company Common Stock, including all shares subject Capital Stock is held of record and to the Company’s right of repurchaseknowledge, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a2.4(a). All outstanding shares of Company Common Capital Stock (i) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles certificate of Incorporationincorporation, the Byby-Laws of the Company laws or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Capital Stock. Since January 1, 2019, there have been no dividends or distributions with respect to any shares of Company Capital Stock or otherwise to any officer or director of the Company. Except as set forth in this Section 3.4above, as of the date of this Agreement no shares of Company Common Capital Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stockinto, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a2.4(a), there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Shareholders Securityholders of the Company may vote. Except as set forth on Schedule 3.42.4(a), the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Capital Stock or other securities of the CompanyCompany (other than repurchases of stock from Employees and consultants at cost pursuant to the terms of the Company Option Plan, as defined below), and there are no amounts owed or which may be owed to any Person person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Capital Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration Purchase Price except as set forth provided in Schedule 1.2 the Securityholder Allocation Spreadsheet by any current or former ShareholderSecurityholder, option holder or warrant holder of the Company, or any other Person.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 55,000,000 shares of Company Common Stock, $0.00001 0.001 par value per share (“Company Common Stock”) ), of which 8,000,000 30,000,008 shares are issued and outstanding and 17,500,000 shares of Preferred Stock, $0.001 par value per share (which such amounts include the shares issuable upon exercise of the “Company Options on the Closing Date). The Preferred Stock” and together with Company Common Stock, including “Company Capital Stock”), all of which are designated as “Series 1 Convertible Preferred Stock,” of which 16,877,834 shares subject are issued and outstanding. The Company does not have any other shares of preferred stock or any other shares of capital stock authorized, issued or outstanding. The Company Capital Stock is held of record and to the Company’s right of repurchaseknowledge, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a). All outstanding shares of Company Common Capital Stock (i) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles certificate of Incorporationincorporation, the Byby-Laws of the Company laws or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Capital Stock, except as set forth in the Company’s Certificate of Incorporation. Except as set forth in this Section 3.4above, as of the date of this Agreement no shares of Company Common Capital Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Shareholders Stockholders of the Company may vote. Except as set forth on Schedule 3.43.4(a), the Company has never not since December 15, 2009, repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Capital Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Capital Stock or other [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth provided in Schedule 1.2 the Allocation Certificate by any current or former Shareholderstockholder, option holder or warrant holder of the Company, or any other Person.