Common use of Company Capital Structure Clause in Contracts

Company Capital Structure. 2.3.1. The authorized capital stock of the Company consists of (i) 11,000,000 shares of Company Common Stock, of which 2,297,096 shares were outstanding as of March 31, 1999; (ii) 1,307,693 shares of Series A Preferred Stock, of which 1,202,046 shares are outstanding; (iii) 1,860,672 shares of Series B Preferred Stock, of which 1,693,884 shares are outstanding; and (iv) 2,500,000 shares of Series C Preferred Stock, of which 2,000,000 shares are outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Common Stock and 22,000 shares of Series C Preferred Stock. The Company Capital Stock is held by the persons, with the domicile addresses and in the amounts set forth in Section 2.3.1 of the Disclosure Schedule. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities laws. There are no declared or accrued unpaid dividends with respect to any shares of the Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. 2.3.2. Except for the Company Option Plan, the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. The Company has reserved 2,261,500 shares of Company Capital Stock for issuance to employees and consultants pursuant to the Company Option Plan. Of such shares, as of March 31, 1999, 537,958 have been issued upon exercise of Company Options and 893,608 shares are subject to outstanding unexercised options. Section 2.3.2.1 of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, the number and class or series of shares of Company Capital Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to date and whether the exercisability of such option will be accelerated by the transactions contemplated by this Agreement, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. Except for the Company Options as set forth in Section 2.3.2.2 of the Disclosure Schedule, there are no options, warrants, calls, convertible securities (other than the Company Preferred Stock), exchangeable securities, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, convertible security, exchangeable security, right, commitment or agreement. Except as set forth on Section 2.3.2.3 of the Disclosure Schedule, there is no outstanding Company Capital Stock which is subject to vesting. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested to date and whether the vesting of such shares of Company Capital Stock will be accelerated by the transactions contemplated by this Agreement. 2.3.3. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. The Company is not a party to and, to the Company's knowledge, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. 2.3.4. As a result of the Merger, Buyer will be the record and sole beneficial owner of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstanding.

Company Capital Structure. 2.3.1. (a) The authorized capital stock of the Company consists of of: (i) 11,000,000 27,000,000 shares of Company Common Stock, of which 2,297,096 10,834,620 shares were are issued and outstanding as of March 31, 1999on the date hereof; and (ii) 1,307,693 7,670,583 shares of Company Preferred Stock, of which (1) 5,000,000 shares have been designated Series A Preferred Stock, 5,000,000 of which 1,202,046 are issued and outstanding on the date hereof and (2) 2,670,583 shares are outstanding; (iii) 1,860,672 shares of have been designated Series B A1 Preferred Stock, of which 1,693,884 2,670,583 shares are outstanding; issued and (iv) 2,500,000 shares outstanding on the date hereof. Each share of Series C Company Preferred Stock, Stock is convertible into one share of which 2,000,000 shares are outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Company Common Stock and 22,000 shares of Series C Preferred Stock. The Company has provided to Parent a table setting forth the Company Capital Stock is held by the persons, Persons with the domicile addresses and in the amounts numbers of shares set forth in Section 2.3.1 of the Disclosure Scheduletherein. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws Charter Documents of the Company Company, or any agreement to which the Company is a party or by which it is bound bound, and together with all Company Options have been issued in compliance with all applicable Laws, including federal and state securities lawsLaws. There are no declared or accrued but unpaid dividends with respect to any shares of the Company Capital Stock. The Company has no other capital stock other than the Company Capital Stock authorized, issued or outstanding. The Company has no Company Capital Stock that is unvested. 2.3.2. (b) Except for the Company Option Plan, the Company has never adopted adopted, sponsored or maintained maintained, or reserved shares for issuance under, any stock option plan or any other plan or agreement (whether written or oral, formal or informal) providing for equity compensation of to any personPerson. The Company has reserved 2,261,500 7,514,636 shares of Company Capital Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options granted under the Plan, of which 6,334,778 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan. Company has provided to Parent a table setting forth a list of Company Options issued pursuant to the Company Option Plan. Of such shares, as of March 31, 1999, 537,958 have been issued upon exercise of Company Options and 893,608 shares are subject to outstanding unexercised options. Section 2.3.2.1 of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, the number and class or series of shares of Company Capital Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to date and whether the exercisability of such option will be accelerated by the transactions contemplated by this Agreement, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. Except for the Company Options as set forth in Section 2.3.2.2 of options granted under the Disclosure SchedulePlan, there are no options, warrants, calls, rights, convertible securities (other than the Company Preferred Stock), exchangeable securities, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, convertible security, exchangeable security, right, commitment or agreement. Except as set forth on Section 2.3.2.3 of the Disclosure Schedule, there is no outstanding Company Capital Stock which is subject to vesting. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested to date and whether the vesting of such shares of Company Capital Stock will be accelerated by the transactions contemplated by this Agreement. 2.3.3. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights, rights of any type, the value of which is determined by reference in whole or in part to the value of Company Capital Stock or any other securities of the Company (whether payable in cash, property or otherwise) with respect to the Company. The Company is not a party to and, to the Company's knowledge, there There are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock securities of the Company. 2.3.4. As a result Except as set forth in Section 2.2(a) of the MergerDisclosure Schedule, Buyer will be there are no agreements to which the record and sole beneficial owner Company is a party relating to the registration, sale or transfer (including agreements relating to rights of all outstanding Company Capital Stock and all first refusal, co-sale rights to acquire or receive “drag-along” rights) of any Company Capital Stock, whether or not such Company Capital Stock . The Payment Schedule is outstandingcomplete and correct.

Company Capital Structure. 2.3.1. (a) The authorized capital stock of the Company consists of 1,000 shares of Company Stock. (i) 11,000,000 400 shares of Company Common StockStock are issued and outstanding, of which 2,297,096 shares were outstanding as of March 31, 1999; and (ii) 1,307,693 there is no other issued and outstanding capital stock or other securities of the Company and no commitments or agreements to issue any Company Stock or other securities of the Company. There are no shares of Series A Preferred Stock, of which 1,202,046 shares are outstanding; (iii) 1,860,672 shares of Series B Preferred Stock, of which 1,693,884 shares are outstanding; and (iv) 2,500,000 shares of Series C Preferred Stock, of which 2,000,000 shares are outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Common Stock and 22,000 shares of Series C Preferred Stock. The Company Capital Stock is held by the persons, with the domicile addresses and in the amounts set forth in Section 2.3.1 treasury of the Disclosure ScheduleCompany. All of the issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to are free and clear of any Liens, preemptive rights, rights of first refusal or “put” or “call” rights created by statute, the Certificate of Incorporation or Bylaws of the Company Charter Documents, or any agreement to which the Company is a party or by which it is bound bound. The Stockholder is the sole legal and have been beneficial owner of, and has good and marketable title, free and clear of all Liens, to, all of the outstanding Company Stock and such interest constitutes the entire interest of the Stockholder in the issued and outstanding share capital or voting securities of the Company and no other Person has any right, title or interest in compliance with federal and state securities lawsor to the Company Stock. There are no declared or accrued unpaid dividends with respect to any shares of the Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. 2.3.2. Except for the Company Option Plan, the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. The Company has reserved 2,261,500 shares of Company Capital Stock for issuance to employees and consultants pursuant to the Company Option Plan. Of such shares, as of March 31, 1999, 537,958 have been issued upon exercise of Company Options and 893,608 shares are subject to outstanding unexercised options. Section 2.3.2.1 of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, the number and class or series of shares of Company Capital Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to date and whether the exercisability of such option will be accelerated by the transactions contemplated by this Agreement, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. Except for the Company Options as set forth in Section 2.3.2.2 of the Disclosure Schedule, there are no options, warrants, calls, rights, convertible securities (other than the Company Preferred Stock), exchangeable securities, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it the Company is bound obligating the Company to reduce its capital or issue, deliver, sell, repurchase repurchase, cancel or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, grant or otherwise amend or enter into any such option, warrant, call, convertible security, exchangeable security, right, commitment or agreement. Except as set forth on Section 2.3.2.3 of the Disclosure Schedule, there is The Company has no outstanding options, restricted stock units, restricted shares, stock appreciation right, profit participation, “phantom equity” or any other type of equity instrument or any plan or similar arrangement pursuant to which it has reserved Company Capital Stock which is subject for issuance; the Company has never promised (in writing or otherwise) any such equity instrument to vestingany Person. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of The Company has never adopted, sponsored or maintained any Company Capital Stock subject stock option plan or any other plan or agreement providing for equity or equity related compensation to vesting, the number of any Person. There have been no (interim) dividends or other distributions with respect to any shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested and there are no declared or accrued but unpaid (interim) dividends or other distributions with respect to date and whether the vesting of such any shares of Company Capital Stock will be accelerated by the transactions contemplated by this Agreement. 2.3.3Stock. There are no outstanding or authorized stock appreciationbonds, phantom stockdebentures, profit participation, notes or other similar obligations, granting its holder the right to vote on any matters on which stockholders of the Company may vote (or which are convertible into or exercisable for securities having the right to vote). (b) All outstanding shares of Company Stock have been issued in compliance with all applicable federal, state, local or foreign statutes, Laws, including federal securities Laws and any applicable state securities or “blue sky” Laws. (c) As a result of the Share Purchase, as of the Closing, the Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Stock and all rights with respect to the Company. The acquire or receive any shares of Company is Stock, whether or not a party to and, to the Company's knowledgesuch shares of Company Stock are outstanding. (d) 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 (ii) agreements to which the Company is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co sale rights or “drag along” rights) of any Company Stock. 2.3.4. As a result (e) Section 3.2(e) of the Merger, Buyer will be Disclosure Schedule lists all of the record and sole beneficial owner former owners of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital StockStock or other equity of the Company, whether or not and the approximate date on which such Company Capital Stock is outstandingor other equity was sold or otherwise disposed of by such owners.

Company Capital Structure. 2.3.1. (a) The authorized capital stock of the Company consists of (i) 11,000,000 250,000,000 shares of Company authorized Class A Common Stock of which 57,316,042 shares are issued and outstanding as of the date hereof and 80,000,000 shares of authorized Class B Common Stock, of which 2,297,096 39,869,348 shares were are issued and outstanding as of March 31the date hereof. As of the Effective Time, 1999; (ii) 1,307,693 the number of outstanding shares of Series A Preferred StockCompany Capital Stock shall not exceed 97,185,390 shares, except for such number of which 1,202,046 shares are outstanding; (iii) 1,860,672 shares issued pursuant to Company Options after the date hereof and through to the Effective Time. As of Series B Preferred Stockthe date hereof, of which 1,693,884 shares are outstanding; and (iv) 2,500,000 shares of Series C Preferred Stock, of which 2,000,000 shares are outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Common Stock and 22,000 shares of Series C Preferred Stock. The the Company Capital Stock is held by the persons, with the domicile addresses persons and in the amounts set forth in Section 2.3.1 2.3(a) of the Disclosure Schedule. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights created by statute, the Certificate Amended and Restated Articles of Incorporation or Amended and Restated Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities laws. There are no declared or accrued unpaid dividends with respect to any shares of the Company Company's Capital Stock. The Company has no other capital stock authorized, issued or outstanding. 2.3.2. (b) Except for the Company Company's Option PlanPlans, 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 2,261,500 86,000,000 shares of Company Capital Common Stock for issuance to employees and consultants pursuant to the Company Option Plan. Of such shares, as Plans of March 31, 1999, 537,958 have been issued upon exercise of Company Options and 893,608 shares are subject which options to outstanding unexercised options. Section 2.3.2.1 of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, the number and class or series of purchase 18,639,114 shares of Company Capital Stock have been issued as of the date hereof of which 10,003,812 shares remain subject to such optionoptions unexercised as of the date hereof. On June 13, 1998, the exercise price Company's Board of such option, Directors granted options to purchase 1,084,450 shares of Class A Common Stock to the vesting schedule for such option, including the extent vested to date and whether the exercisability of such option will be accelerated by the transactions contemplated by this Agreement, and whether such option is intended to qualify as an incentive stock option as defined in individuals indicated on Section 422 of the Code. Except for the Company Options as set forth in Section 2.3.2.2 2.3(b) of the Disclosure Schedule, there are no options, warrants, calls, convertible securities (other than the Company Preferred Stock), exchangeable securities, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, convertible security, exchangeable security, right, commitment or agreement. Except as set forth on Section 2.3.2.3 2.3(b) of the Disclosure Schedule, there is no outstanding Company Capital Stock which is subject to vestingvesting or Company Options. Section 2.3.2.3 2.3(b) of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested to date and whether the vesting of such shares of Company Capital Stock will be accelerated by the transactions contemplated by this Agreement. 2.3.3. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. The Company is not a party to and, to the Company's knowledge, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock as of the Company. 2.3.4. As a result of the Mergermost recent practicable date, Buyer will be the record and sole beneficial owner of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstanding.8

Company Capital Structure. 2.3.1. (a) The authorized capital stock of the Company consists of (i) 11,000,000 250,000,000 shares of Company Common Stock, of which 2,297,096 shares were outstanding as of March 31, 1999; Stock and (ii) 1,307,693 20,000,000 shares of Series A Company Preferred Stock, of which 1,202,046 no shares are issued and outstanding; (iii) 1,860,672 . At the close of business on July 29, 2009, 175,503,568 shares of Series B Preferred Stock, of which 1,693,884 shares are outstanding; and (iv) 2,500,000 shares of Series C Preferred Stock, of which 2,000,000 shares are outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Company Common Stock were issued and 22,000 outstanding and no shares of Series C Preferred Stock. The Company Capital Stock is were held by the persons, with the domicile addresses and in the amounts set forth in Section 2.3.1 of the Disclosure ScheduleCompany as treasury shares. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company Charter Documents, or any agreement to which the Company is a party or by which it is bound bound. Except for the Company Restricted Stock and have been issued the Company Options, or except as set forth in compliance with federal and state securities lawsSection 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 the Company Capital Stock. The Except as set forth in Section 2.2(a) and Section 2.2(b) hereof or in Section 2.2(a) and Section 2.2(b) of the Disclosure Schedule, as of the date hereof, the Company has no other capital stock authorized, issued or outstanding. 2.3.2. (b) Except for the Company Option PlanPlans or as set forth in Section 2.2(b) of the Disclosure Schedule, the Company has never adopted adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation of to any personPerson. The Company has reserved 2,261,500 30,500,000 shares of Company Capital Common Stock for issuance to employees and directors of, and consultants pursuant to to, the Company Option Plan. Of such sharesupon the issuance of stock or the exercise of options granted under the Plans, of which at the close of business on July 29, 2009, (i) 12,366,520 shares are issuable upon the exercise of outstanding, unexercised options granted under the Plans, (ii) 9,684,240 shares underlying options granted under the Plans have been exercised as of March 31the date hereof, 1999, 537,958 (iii) 7,247,643 shares have been issued upon exercise granted in the form of Company Options restricted stock under the Plans, and 893,608 (iv) 1,474,674 shares are subject to outstanding unexercised optionsremain available for future grant. Section 2.3.2.1 2.2(b) of the Disclosure Schedule sets forth forth, as of the date hereof, for each outstanding Company Option, Company Restricted Stock, Company Restricted Stock Unit and Company Warrant, the name of the holder of such option, the domicile address of such holderrestricted stock, restricted stock unit or warrant, the type and number and class or series of shares of Company Capital Stock subject to issuable upon the exercise of such option, restricted stock, restricted stock unit or warrant, the exercise price of such option, option or warrant and the vesting schedule for date of grant of such option, including the extent vested to date restricted stock, restricted stock unit or warrant. True and whether the exercisability of such option will be accelerated by the transactions contemplated by this Agreement, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 complete copies of the CodePlans as in effect on the date hereof have been provided to Parent, and, as of the date hereof, there are no agreements to amend, modify or supplement such Plans from the forms thereof provided to Parent. (c) As of the date hereof, no shares of Company Capital Stock are issuable upon the exercise of outstanding Company Options that have not been issued under the Plans. Except for the Company Options as set forth in Section 2.3.2.2 2.2(b) of the Disclosure Schedule, as of the date hereof, there are no options, warrants, calls, rights, convertible securities (other than the Company Preferred Stock), exchangeable securities, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of 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, convertible security, exchangeable security, right, commitment or agreement. Except as set forth on in Section 2.3.2.3 2.2(b) of the Disclosure Schedule, there is no outstanding Company Capital Stock which is subject to vesting. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested to date and whether the vesting of such shares of Company Capital Stock will be accelerated by the transactions contemplated by this Agreement. 2.3.3. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. The . (d) All outstanding shares of Company is not a party to andCapital Stock, Company Options and Company Warrants have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any stockholder of the Company) in material compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any stockholder of the Company) in accordance with any right of first refusal or similar right or limitation Known to the Company's knowledge, including those in the Charter Documents. (e) As of the date hereof, except as contemplated by this Agreement, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. 2.3.4Company to which the Company is a party. As a result Except as set forth in Section 2.2(e) of the MergerDisclosure Schedule, Buyer will be there are no agreements to which the record and sole beneficial owner Company is a party relating to the registration, sale or transfer (including agreements relating to rights of all outstanding Company Capital Stock and all first refusal, co-sale rights to acquire or receive “drag along” rights) of any Company Capital Stock, whether or not such Company Capital Stock is outstanding.

Company Capital Structure. 2.3.1. (a) The authorized capital stock of the Company consists of of: (i) 11,000,000 40,000,000 shares of Company Common Stock, of which 2,297,096 9,423,967 shares were outstanding as are outstanding, net of March 31treasury shares, 1999on the date hereof; and (ii) 1,307,693 21,500,000 shares of Company Preferred Stock, of which (A) 14,300,000 shares have been designated Series A Preferred Stock, 14,000,000 of which 1,202,046 are issued and outstanding on the date hereof and (B) 7,200,000 shares are outstanding; (iii) 1,860,672 shares of have been designated Series B Preferred Stock, of which 1,693,884 7,011,875 shares are outstanding; issued and (iv) 2,500,000 shares outstanding on the date hereof. Each share of Series C Company Preferred Stock, Stock is convertible into one share of which 2,000,000 shares are outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Company Common Stock and 22,000 shares of Series C Preferred Stock. The Company Capital Stock is held by the persons, with the domicile addresses Persons and in the amounts numbers of shares set forth in Section 2.3.1 2.2(a) of the Disclosure Schedule. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws Charter Documents of the Company Company, or any agreement to which the Company is a party or by which it is bound bound, and together with all Company Options have been issued in compliance with all applicable Laws, including federal and state securities lawsLaws. There are no declared or accrued but unpaid dividends with respect to any shares of the Company Capital Stock. The Company has no other capital stock other than the Company Capital Stock authorized, issued or outstanding. There is no Company Debt outstanding on the date hereof. 2.3.2. (b) Except for the Company Option Plan, the Company has never adopted adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity equity-based compensation of (whether payable in shares, cash or otherwise) to any personPerson. The Company has reserved 2,261,500 8,200,000 shares of Company Capital Common Stock for issuance to employees and directors of, and consultants pursuant to to, the Company Option Plan. Of such sharesupon the issuance of stock or the exercise of options granted under the Plan (and has not reserved any shares for issuance under any other plan, agreement or arrangement), of which 3,776,002 shares are issuable, as of March 31the date hereof, 1999, 537,958 have been issued upon the exercise of outstanding, unexercised options granted under the Plan. Except for the Company Options and 893,608 shares are subject to outstanding unexercised options. identified in Section 2.3.2.1 2.2(b) of the Disclosure Schedule sets forth (such schedule to contain, for each outstanding holder of Company OptionOptions, the name of the holder of such option, the domicile address of such holder, the number and class or series of shares of Company Capital Common Stock subject to issuable upon exercise of such optionCompany Options held by such holder, the vesting schedule, if applicable, and exercise price of such optionCompany Options, the vesting schedule for dates on which such option, including the extent vested to date and whether the exercisability of such option will be accelerated by the transactions contemplated by this AgreementCompany Options were granted, and whether such option is any Company Options are intended to qualify as an be incentive stock option as defined in Section 422 of options under the Code. Except for the Company Options as set forth in Section 2.3.2.2 of the Disclosure Schedule), there are no options, warrants, calls, rights, convertible securities (other than the Company Preferred Stock), exchangeable securities, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it 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 Company Capital Stock or capital stock of 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, convertible security, exchangeable security, right, commitment or agreement. Except as set forth on Section 2.3.2.3 of the Disclosure Schedule, there is no outstanding Company Capital Stock which is subject to vesting. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested to date and whether the vesting of such shares of Company Capital Stock will be accelerated by the transactions contemplated by this Agreement.000000000 x00 2.3.3. (x) There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights, rights of any type, the value of which is determined by reference in whole or in part to the value of Company Capital Stock or any other securities of the Company (whether payable in cash, property or otherwise) with respect to the Company. The Company is not a party to and, to the Company's knowledge, there There are no voting trusts, proxies, or other agreements or understandings to which the Company is a party with respect to the voting stock securities of the Company. There are no agreements to which the Company is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Company Capital Stock. The Payment Schedule is complete and correct. (d) All shares of Company Capital Stock, Company Options and Company Restricted Stock Awards have been issued and granted in compliance with all applicable securities Laws and other applicable Laws, and any requirements with respect to the issue or grant of Company Capital Stock, Company Options and Company Restricted Stock Awards set forth in any Material Contracts. None of the outstanding shares of Company Common Stock were issued in violation of any preemptive rights or other rights to subscribe for or purchase securities of the Company. 2.3.4. As a result of the Merger, Buyer will be the record and sole beneficial owner of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstanding.

Company Capital Structure. 2.3.1. (a) The authorized capital stock of the Company consists of (i) 11,000,000 shares of of: 1,400,000 Company Common Stock, of which 2,297,096 1,230,380 shares were are issued and outstanding as of March 31, 1999; (ii) 1,307,693 shares of Series A the Agreement Date and 10,800 Company Preferred StockShares, of which 1,202,046 9,694 shares are outstanding; (iii) 1,860,672 shares issued and outstanding as of Series B Preferred the Agreement Date. The outstanding Company Capital Stock, as of which 1,693,884 the Agreement Date, including all shares subject to the Company’s right of repurchase, are outstanding; held of record and (iv) 2,500,000 shares of Series C Preferred Stock, of which 2,000,000 shares are outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Common Stock and 22,000 shares of Series C Preferred Stock. The Company Capital Stock is held beneficially by the persons, Persons with the domicile addresses on record with the Company and in the amounts set forth in Section 2.3.1 of the Disclosure Scheduleon Schedule 2.6(a). All outstanding shares of Company Capital Stock (i) have been duly authorized and validly issued and are duly authorizedfully paid, validly issuednon-assessable and, fully paid and nonassessable and except for the Company Preferred Stock, not subject to preemptive rights or similar rights created by statute, the Certificate of Incorporation or Bylaws of the Company Charter Documents or any agreement Contract to which the Company is a party or by which it the Company is bound bound, and (ii) have been offered, sold, issued and delivered by the Company in compliance with all applicable Laws, including federal and state securities lawsLaws. There Except as set forth on Schedule 2.6(a), there are no declared or accrued but unpaid dividends with respect to any shares of the Company Capital Stock. The There is no Company has no other capital stock authorized, issued or outstandingCapital Stock held in the treasury of the Company. 2.3.2. (b) (i) Except for the Company’s 2011 Stock Incentive Plan, as amended (the “Company Option Equity Incentive Plan”), the Company has never adopted adopted, sponsored or maintained any stock option plan or any other plan providing for issuance of equity compensation of to any personPerson. The Company Equity Incentive Plan has been duly authorized, approved and adopted by the Company Board and the Company Stockholders and is in full force and effect. The Company has reserved 2,261,500 for issuance to Company Personnel 19,620 shares of Company Capital Common Stock for issuance to employees and consultants pursuant to under the Company Option Equity Incentive Plan. Of such shares, of which, as of March 31the Agreement Date, 1999, 537,958 have been issued (i) no shares of Company Common Stock are issuable upon the exercise of Company Options and 893,608 shares are subject to outstanding unexercised optionsCompany Options, (ii) no shares of Company Common Stock are available for grant but have not yet been granted, and (iii) 19,620 shares of Company Common Stock are issued and outstanding as Company Restricted Stock. Section 2.3.2.1 All outstanding Company Restricted Stock has been offered, issued and delivered by the Company in compliance with all applicable Laws and in compliance with the terms and conditions of the Disclosure Company Equity Incentive Plan. Schedule 2.6(b) sets forth for each outstanding share of Company OptionRestricted Stock, the name of the holder of such optionCompany Restricted Stock, the domicile address of such holderholder on record with the Company, an indication of whether such holder is a current consultant, director or employee of the Company (and if not a current consultant, director or employee of the Company, the number and class or series Final Allocation Schedule will indicate the date of shares of Company Capital Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to date and whether the exercisability of such option will be accelerated by the transactions contemplated by this Agreement, and whether such option is intended to qualify as an incentive stock option Termination (as defined in Section 422 of the Code. Except for the Company Options as set forth in Section 2.3.2.2 Equity Incentive Plan) of the Disclosure Schedule, there are no options, warrants, calls, convertible securities (other than the Company Preferred Stocksuch holder), exchangeable securities, rights, commitments the date of grant or agreements issuance of any character, written or oral, to which the such Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, convertible security, exchangeable security, right, commitment or agreement. Except as set forth on Section 2.3.2.3 of the Disclosure Schedule, there is no outstanding Company Capital Stock which is subject to vesting. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vestingRestricted Stock, the number of shares of Company Capital Common Stock subject to vesting and such restricted stock grant, the vesting schedule for such Company Capital Restricted Stock, including the extent to which such Company Restricted Stock is vested to date as of the Agreement Date and whether and to what extent the vesting of such shares of Company Capital Restricted Stock will be accelerated by the transactions contemplated by this Agreement. 2.3.3. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. The Company is not a party to and, to the Company's knowledge, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. 2.3.4. As and become vested as a result of the Merger, Buyer will be the record and sole beneficial owner of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstanding.

Company Capital Structure. 2.3.1. (a) The authorized capital stock of the Company consists of (i) 11,000,000 19,000,000 shares of Company Common Stock, of which 2,297,096 shares were 2,660,000 are issued and outstanding as of March 31, 1999; and (ii) 1,307,693 16,000,000 shares of preferred stock, par value $0.0001 per share, all of which have been designated as Series A Preferred Stock, Stock and 10,002,091 of which 1,202,046 shares are outstanding; issued and outstanding immediately prior to giving effect to the exercise of the Company Warrants on a net basis immediately prior to the Closing (iiithe “Net Exercise”) 1,860,672 and 12,932,631 of which are issued and outstanding after giving effect to the Net Exercise. The Company does not have any other shares of Series B Preferred Stockcapital stock authorized, of which 1,693,884 shares are issued or outstanding; and (iv) 2,500,000 shares of Series C Preferred Stock, of which 2,000,000 shares are outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Common Stock and 22,000 shares of Series C Preferred Stock. The Company Capital Stock is held of record and beneficially by the persons, Persons with the domicile addresses and in the amounts and represented by the certificates set forth in Section 2.3.1 of the Disclosure Scheduleon Schedule 3.6(a). All outstanding shares of Company Capital Stock (i) have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights or similar rights created by statute, the Certificate of Incorporation or Bylaws Company Charter, the bylaws of the Company or any agreement to which the Company is a party or by which it is bound party, 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 securities laws. There are no declared or accrued but unpaid dividends with respect to any shares of the Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. 2.3.2. Except for the Company Option Plan, the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. The Company has reserved 2,261,500 (b) (i) Options to purchase 470,000 shares of Company Capital Common Stock for issuance to employees have been granted and consultants are outstanding (each, a “Company Option”). An aggregate of 310,000 shares of Company Restricted Stock have been granted and are outstanding. All outstanding Company Options and Company Restricted Stock were issued pursuant to the Company Option Plan. Of such shares, as of March 31, 1999, 537,958 Incentive Plan and have been offered, issued upon exercise of and delivered by the Company Options in all material respects in compliance with all applicable Laws, including federal and 893,608 shares are subject to outstanding unexercised optionsstate securities Laws. Section 2.3.2.1 of the Disclosure Schedule 3.6(b) sets forth for each outstanding Company Option and grant of Company Restricted Stock, as applicable, the name of the holder thereof, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance, the number of shares of Company Common Stock subject thereto, the exercise price of any such Company Option, the vesting schedule, including the extent vested to the date of this Agreement and whether and to what extent the exercisability will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. None of the Company Options provide for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events. The Company has never adjusted or amended the exercise price of any Company Options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. (ii) The Company has outstanding Company Warrants for the purchase of an aggregate of 2,930,540 shares of Series A Preferred Stock immediately prior to giving effect to the Net Exercise and no outstanding Company Warrants immediately after giving effect to the Net Exercise. All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state securities Laws. Schedule 3.6(b) sets forth for each outstanding Company Warrant, the name of the holder of such optionCompany Warrant, the domicile address of such holder, the number and class or series of shares of Company Capital Series A Preferred Stock subject to such option, Company Warrant and the exercise price of such option, Company Warrant. No Company Warrant is subject to vesting as of the vesting schedule for such option, including the extent vested to date and whether the exercisability of such option will be accelerated by the transactions contemplated by this Agreement, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. . (iii) Except for the Company Options Options, Company Warrants and as set forth in Section 2.3.2.2 3.6(b) of the Company Disclosure Schedule, there are no options, warrants, calls, convertible securities (other than the Company Preferred Stock), exchangeable securities, rights, commitments Stock Rights or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or other equity or ownership interest 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, convertible security, exchangeable security, right, commitment or agreement. Except as set forth on Section 2.3.2.3 of the Disclosure Schedule, there is no outstanding Company Capital Stock which is subject to vesting. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested to date and whether the vesting of such shares of Company Capital Stock will be accelerated by the transactions contemplated by this AgreementRight. 2.3.3. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. The Company is not a party to and, to the Company's knowledge, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. 2.3.4. As a result of the Merger, Buyer will be the record and sole beneficial owner of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstanding.

Company Capital Structure. 2.3.1. (a) The authorized capital stock of the Company consists of (i) 11,000,000 29,000,000 shares of Company Common Stock, of which 2,297,096 11,156,682 shares were are issued and outstanding as of March 31the Agreement Date, 1999; and (ii) 1,307,693 9,742,653 shares of Company Preferred Stock, consisting of (A) 4,595,854 shares of Series Seed Preferred Stock (the “Series Seed Preferred Stock”), of which 4,595,854 shares are issued and outstanding as of the Agreement Date, and (B) 5,146,799 shares of Series A Preferred Stock (the “Series A Preferred Stock”), of which 1,202,046 5,146,799 shares are outstanding; (iii) 1,860,672 issued and outstanding as of the Agreement Date. The Company does not have any other shares of Series B Preferred Stock, of which 1,693,884 shares are outstanding; and (iv) 2,500,000 preferred stock or any other shares of Series C Preferred Stockcapital stock or any other equity or ownership interests of any kind authorized, of which 2,000,000 shares are designated, issued or outstanding. In addition, there are outstanding warrants exercisable for 120,000 No shares of Common Company Capital Stock and 22,000 shares of Series C Preferred Stockare held in the Company’s treasury. The Company Capital Stock Stock, including all shares subject to the Company’s right of repurchase, is held of record and, to the Company’s Knowledge, beneficially by the persons, Persons with the domicile addresses and in the amounts and represented by the certificates set forth in on Section 2.3.1 (viii) of the Disclosure ScheduleAllocation Certificate. All outstanding shares of Company Capital Stock (i) have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights or similar rights created by statute, the Certificate of Incorporation or Bylaws of the Company Company’s Organizational Documents or any agreement to which the Company is a party (other than rights and restrictions contained in the Investor Agreements, the Company Option Plan or by which it is bound stock grant or option agreements expressly subject to the Company Option Plan), and (ii) have been offered, sold, issued and delivered by the Company in compliance with federal the terms of any applicable agreement to which the Company is a party, the Organizational Documents of the Company and state securities lawsall applicable Laws. There are no declared No dividends or accrued unpaid dividends other Distributions with respect to any shares of the Company Capital Stock or any Subsidiary Securities have ever been made, deemed to have occurred or declared, and none have accrued. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. The Company has no other capital stock authorized, issued or outstanding. 2.3.2. (b) (i) Except for the Company’s 2010 Stock Plan (the “Company Option Plan”), the Company has never adopted adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation of to any personPerson. The Company Option Plan has been duly authorized, approved and adopted by the Company Board and the Company’s stockholders and is in full force and effect. The Company has reserved 2,261,500 for issuance to Employees of and consultants to the Company and the Subsidiaries 5,991,340 shares of Company Capital Common Stock for issuance to employees and consultants pursuant to under the Company Option Plan. Of such sharesPlans, of which options to purchase 4,006,413 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”) as of March 31the Agreement Date, 1999, 537,958 148,438 options to purchase shares of Company Common Stock have been issued upon exercise exercised and 1,008,244 shares of Company Options and 893,608 shares are subject to outstanding unexercised optionsCommon Stock have been granted. Section 2.3.2.1 (viii) of the Disclosure Schedule Allocation Certificate sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company or any of the Subsidiaries, the date of grant or issuance of such option, the number and class or series of shares of Company Capital Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to date as of the Agreement Date and whether and to what extent the exercisability of such option will be accelerated by and become exercisable as a result of the transactions contemplated by this AgreementTransactions, and whether such option Company Option is intended to qualify as or is not an incentive stock option as defined in Section 422 of the Code. Except for the Company Options as set forth in Section 2.3.2.2 of the Disclosure Schedule, there are no options, warrants, calls, convertible securities (other than the Company Preferred Stock), exchangeable securities, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, convertible security, exchangeable security, right, commitment or agreement. Except as set forth on Section 2.3.2.3 of the Disclosure Schedule, there is no outstanding Company Capital Stock which is subject to vesting. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested to date and whether the vesting of such shares of Company Capital Stock will be accelerated by the transactions contemplated by this Agreement. 2.3.3. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. The Company is not a party to and, to the Company's knowledge, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. 2.3.4. As a result of the Merger, Buyer will be the record and sole beneficial owner of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstanding.

Company Capital Structure. 2.3.1. (a) The authorized capital stock of the Company consists of (i) 11,000,000 20,000,000 shares of Company Common Capital Stock, of which 2,297,096 (i) 2,000,000 shares were outstanding are authorized as Company Class A Stock (of March 31which 1,524,684 shares are issued and outstanding), 1999; and (ii) 1,307,693 18,000,000 shares of Series A Preferred Stock, are authorized as Company Class B Stock (of which 1,202,046 9,440,916 shares are issued and outstanding; (iii) 1,860,672 ). There are no shares of Series B Preferred Stock, of which 1,693,884 shares are outstanding; and (iv) 2,500,000 shares of Series C Preferred Stock, of which 2,000,000 shares are outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Common Stock and 22,000 shares of Series C Preferred Stock. The Company Capital Stock is held by the persons, with the domicile addresses and in the amounts set forth in Section 2.3.1 treasury of the Disclosure ScheduleCompany. All of the issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to any Liens, preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company Charter Documents, or any agreement to which the Company or any Subsidiary of the Company is a party or by which it is bound. All of the issued and outstanding equity securities of each Subsidiary of the Company are duly authorized, validly issued, fully paid and non-assessable and are not subject to any Liens, preemptive rights created by statute, organizational documents, or any agreement to which the Company or any Subsidiary of the Company is a party or by which it is bound and have not been cancelled or redeemed. As of the date hereof, the Company Capital Stock is held by the Persons with the domicile addresses and in the amounts of each class as set forth on Section 3.2(a) of the Company Disclosure Schedule, which further sets forth for each such Person the number, class and series of shares held by such Person, the percentage held by such Person relative to each class or series of shares such Person owns and the total issued in compliance with federal and state securities lawsoutstanding shares of Company Capital Stock as of the date hereof, and the number of the applicable stock certificates representing such shares. There Except as set forth on Section 3.2(a) of the Company Disclosure Schedule (which provides an accurate and complete description of the vesting schedule (including any acceleration terms), the number of vested and unvested shares as of the date hereof, and each repurchase and redemption right held by the Company to which any shares of Company Capital Stock are subject), there are no declared outstanding shares of Company Capital Stock or accrued unpaid any equity securities of any Subsidiary of the Company that constitute restricted stock or that are otherwise subject to a repurchase or redemption right. Except as set forth on Section 3.2(a) of the Company Disclosure Schedule, there have been no (interim) dividends or other distributions with respect to any shares of the Company Capital StockStock or any equity securities of any Subsidiary of the Company, and there are no declared or accrued but unpaid (interim) dividends or other distributions with respect to any shares of Company Capital Stock or any equity securities of any Subsidiary of the Company. The Except as set forth in this Section 3.2(a), the Company has no other capital stock authorized, issued or outstanding. 2.3.2. Except for (b) All outstanding shares of Company Capital Stock, equity securities of each Subsidiary of the Company, Company Options, and other equity or equity based awards of the Company Option Plan, or any Subsidiary of the Company have been issued in compliance with all applicable federal, state, local or foreign statutes, Laws, including federal securities Laws and any applicable state securities or “blue sky” Laws. (c) Except as set forth in Section 3.2(c) of the Company Disclosure Schedule, neither the Company nor its Subsidiaries has never adopted adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity or equity related compensation of to any personPerson. There are no outstanding stock options or other awards under the Company’s 2007 Equity Incentive Plan (as amended, the “Stock Plan”). The Company has reserved 2,261,500 shares of Company Capital Stock for issuance to employees and consultants pursuant to the Plan expired on May 11, 2017. No Company Option Planwill by its terms require an adjustment in connection with the Merger. Of such shares, as All of March 31, 1999, 537,958 have been issued upon exercise of Company Options and 893,608 shares are subject to outstanding unexercised options. Section 2.3.2.1 of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, the number and class or series of shares of Company Capital Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to date and whether the exercisability of such option will be accelerated by the transactions contemplated by this Agreement, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. Except for the Company Options granted under the Stock Plan were validly granted and qualified as incentive stock options at the time of exercise of all such Company Options. (d) Except as set forth in Section 2.3.2.2 3.2(d) of the Company Disclosure Schedule, there are no options, warrants, calls, rights, convertible securities (other than the Company Preferred Stock), exchangeable securities, rights, commitments or agreements of any character, written or oral, to which the Company or any Subsidiary of the Company is a party or by which it the Company or any Subsidiary of the Company is bound obligating the Company or any Subsidiary of the Company to reduce its capital or issue, deliver, sell, repurchase repurchase, cancel or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or any equity securities of any Subsidiary of the Company or obligating the Company or any Subsidiary of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, convertible security, exchangeable security, right, commitment or agreement. Except as set forth on Section 2.3.2.3 of the Disclosure Schedule, there is no outstanding Company Capital Stock which is subject to vesting. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested to date and whether the vesting of such shares of Company Capital Stock will be accelerated by the transactions contemplated by this Agreement. 2.3.3. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company or any Subsidiary of the Company. The As a result of the Merger, upon the Effective Time, Parent will be the sole record and beneficial holder of all issued and outstanding Company is Capital Stock and all rights to acquire or receive any shares of Company Capital Stock, whether or not a party to and, to such shares of Company Capital Stock are outstanding. (e) Except as set forth in Section 3.2(e) of the Company's knowledgeCompany 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 Subsidiary of the Company or (ii) agreements to which the Company or any Subsidiary of the Company is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co sale rights or “drag along” rights) of any Company Capital Stock or any equity securities of any Subsidiary of the Company. 2.3.4. As a result (f) The Spreadsheet is accurate, correct and complete in all respects, and it reflects an allocation of the MergerMerger Consideration that is in all respects consistent with, Buyer will be and determined in accordance with, the record and sole beneficial owner applicable provisions of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstandingthe Charter Documents.

Company Capital Structure. 2.3.1. (a) The authorized share capital stock of the Company consists of (i) 11,000,000 shares 129,540 registered common shares, CHF 1.00 par value per share, 74,025 registered series B preferred shares, CHF 1.00 par value per share, and 143,457 registered series C preferred shares, CHF 1.00 par value per share. As of the date hereof, the capitalization of the Company Common Stock, of which 2,297,096 shares were outstanding is as of March 31, 1999; (ii) 1,307,693 shares of Series A Preferred Stock, of which 1,202,046 shares are outstanding; (iii) 1,860,672 shares of Series B Preferred Stock, of which 1,693,884 shares are outstanding; and (iv) 2,500,000 shares of Series C Preferred Stock, of which 2,000,000 shares are outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Common Stock and 22,000 shares of Series C Preferred Stockset forth in Annex 9.1.2(a)(1). The Company Capital Stock is Shares are held by the persons, with the domicile addresses Persons and in the amounts numbers of Shares set forth in Section 2.3.1 of the Disclosure ScheduleAnnex 9.1.2 (a) (1). All outstanding shares of Company Capital Stock Shares are duly authorized, validly issued, issued and fully paid and nonassessable and and, except as set forth in Annex 9.1.2(a)(2), are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws Charter Documents of the Company Company, or any agreement to which the Company or a Seller is a party or by which it is bound bound, and have been issued in compliance with federal all applicable Laws. The Company has not, and state securities lawswill not have, suffered or incurred any Loss relating to or arising out of the issuance or repurchase of any Shares, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). There are no declared or accrued but unpaid dividends with respect to any shares of the Company Capital StockShares. The Company has no share capital other capital stock authorized, issued or outstandingthan the Company Shares. 2.3.2. (b) Except for the Company Option Planas set forth in Annex 9.1.2(b)(1), the Company has never adopted adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation of to any personPerson. The Company has reserved 2,261,500 shares of 20,400 Company Capital Stock Shares under the Company’s conditional share capital for issuance to employees and directors of, and consultants pursuant to to, the Company Option Plan. Of such shares, as upon the issuance of March 31, 1999, 537,958 have been issued upon stock or the exercise of Company Options and 893,608 shares are subject to outstanding unexercised options. Section 2.3.2.1 of the Disclosure Schedule sets forth for each outstanding Company Optionoptions granted under any plan, the name of the holder of such optionagreement or arrangement (whether written or oral, the domicile address of such holder, the number and class formal or series of shares of Company Capital Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to date and whether the exercisability of such option will be accelerated by the transactions contemplated by this Agreement, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Codeinformal). Except for the Company Options as set forth in Section 2.3.2.2 Annex 9.1.2(b)(2) (such schedule to contain, for each holder of Company Options, the Disclosure Schedulename of such holder, and the number of Shares issuable upon exercise of such Company Options held by such holder), there are no options, warrants, calls, rights, convertible securities (other than the Company Preferred Stock), exchangeable securities, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock Shares 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, convertible security, exchangeable security, right, commitment or agreement. Except as contemplated hereby or as set forth on Section 2.3.2.3 of the Disclosure Schedulein Annex 9.1.2(b)(3), there is no outstanding Company Capital Stock which is subject to vesting. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested to date and whether the vesting of such shares of Company Capital Stock will be accelerated by the transactions contemplated by this Agreement. 2.3.3. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. The Company is not a party to and, to the Company's knowledgeExcept as contemplated hereby or as set forth in Annex 9.1.2(b)(4), there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock securities of the Company. Except as set forth in Annex 9.1.2(b)(5), there are no agreements to which the Company is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Shares. 2.3.4(c) Upon Closing, there will be no Company Options outstanding, except for the Company Options held by holders who will have not executed a letter in the form as set forth in Annex 5.5. As a result of the MergerClosing, Annex 9.1.2(c) lists all Company Options held by holders who have not executed a letter in the form as set forth in Annex 5.5 (such schedule to contain, for each holder of Company Options, the name and address of such holder, the number of Shares issuable upon exercise of such Company Options held by such holder, the vesting schedule and exercise price of such Company Options, the dates on which such Company Options were granted and will expire, and whether any Company Options are intended to be incentive stock options). Buyer will be the record sole legal and sole beneficial owner holder of all outstanding Company Capital Stock any and all rights to acquire or receive any Company Capital StockShares, whether or not such Company Capital Stock is Shares are outstanding, except for the Company Shares underlying the Company Options held by holders who will have not executed a letter in the form as set forth in Annex 5.5.

Company Capital Structure. 2.3.1. (a) The authorized capital stock of the Company consists of (i) 11,000,000 4,830,000 shares of Company Common Stock, of which 2,297,096 shares were outstanding as of March 31, 1999; (ii) 1,307,693 shares of Series A Preferred Stock, of which 1,202,046 3,137,000 shares are issued and outstanding; (iii) 1,860,672 shares of Series B Preferred Stock, of which 1,693,884 shares are outstanding; and (iv) 2,500,000 shares of Series C Preferred Stock, of which 2,000,000 shares are outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Common Stock and 22,000 shares of Series C Preferred Stock. The Company Capital Stock is held by the personsShareholders, with the domicile addresses and in the amounts set forth in Section 2.3.1 2.2(a) of the Disclosure Schedule. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company Charter Documents, or any agreement to which the Company is a party or by which it is bound bound. No shares of the Company Capital Stock are subject to any Lien suffered or permitted by the Company. Other than as contemplated herein, the Company has not, and have will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense which has not been issued in compliance with federal paid or satisfied prior to the date hereof relating to or arising out of the issuance or repurchase of any Company Capital Stock or options or warrants to purchase Company Capital Stock, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). No Shareholder has exercised any right of redemption, if any, and state securities lawsthe 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 the Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. Except as set forth in Section 2.2(a) of the Disclosure Schedule, there are no shares of Company Unvested Capital Stock. All Shareholders who received Company Capital Stock subject to repurchase or divestiture subject to Section 83(b) of the Code made a timely election with the Internal Revenue Service under Section 83(b) of the Code and any analogous provisions of applicable state tax laws with respect to such unvested Company Capital Stock. 2.3.2. (b) Except for the Company Option Plan, the Company has never adopted adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for the issuance of equity compensation of (including as compensation) to any personPerson. The Company has reserved 2,261,500 630,000 shares of Company Capital Common Stock for issuance to employees and directors of, and consultants pursuant to, the Company upon the issuance of stock or the exercise of options granted under the Plan or any other plan, agreement or arrangement (whether written or oral, formal or informal), of which 485,671 shares were fully vested and issuable, immediately prior to the Company Option date hereof, upon the exercise of outstanding, unexercised options granted under the Plan. Of such shares, as of March 31, 1999, 537,958 have been issued upon exercise of Company Options and 893,608 shares are subject to outstanding unexercised options. Section 2.3.2.1 2.2(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, if not an individual, the domicile address of such holder, the number and class or series of shares of Company Capital Stock subject to issuable upon the exercise of such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to date and whether the exercisability of such option will be accelerated by the transactions contemplated by this Agreement, and whether such option is a nonstatutory option or intended to qualify as an incentive stock option as defined in Section 422 of the Code. . (c) Except for the Company Options (which shall terminate pursuant to Section 1.6(b)) and except as set forth in Section 2.3.2.2 2.2(c) of the Disclosure Schedule, there are no options, warrants, calls, convertible securities rights (including any stock appreciation, phantom stock, profit participation or other than the Company Preferred Stocksimilar rights), exchangeable convertible securities, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, convertible security, exchangeable security, right, commitment or agreement. There are no outstanding debt securities of the Company. There are no securities or instruments containing anti-dilution or similar provisions by which the Company is or may become bound. Except as contemplated hereby or as set forth on in Section 2.3.2.3 2.2(c) of the Disclosure Schedule, there is no outstanding Company Capital Stock which is subject to vesting. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested to date and whether the vesting of such shares of Company Capital Stock will be accelerated by the transactions contemplated by this Agreement. 2.3.3. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. The Company is not a party to and, to the Company's knowledge, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. 2.3.4. As Company or voting by a result director of the MergerCompany. There are no agreements to which the Company is a party relating to the registration, Buyer will be the record and sole beneficial owner sale or transfer (including agreements relating to rights of all outstanding Company Capital Stock and all first refusal, co-sale rights to acquire or receive “drag-along” rights) of any Company Capital Stock, whether or not such Company Capital Stock . (d) The allocation of the Total Consideration set forth in Section 1.6 hereof is outstandingconsistent with the Articles of Incorporation.

Company Capital Structure. 2.3.1. The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, no par value, of which there were 3,815,431 shares issued and outstanding as of December 2, 1999, and 5,000,000 shares of Preferred Stock, no par value (i) 11,000,000 the "COMPANY PREFERRED STOCK"). No shares of Company Common Stock, of which 2,297,096 shares were Preferred Stock are issued and outstanding as of March 31, 1999; (ii) 1,307,693 the date hereof and there will be no such shares of Series A Preferred Stock, of which 1,202,046 shares are outstanding; (iii) 1,860,672 shares of Series B Preferred Stock, of which 1,693,884 shares are outstanding; and (iv) 2,500,000 shares of Series C Preferred Stock, of which 2,000,000 shares are outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Common Stock and 22,000 shares of Series C Preferred Stock. The Company Capital Stock is held by the persons, with the domicile addresses and in the amounts set forth in Section 2.3.1 as of the Disclosure ScheduleEffective Time. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation Company Articles or Company Bylaws of the Company or any agreement or document to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities lawsbound. There are no declared or accrued unpaid dividends with respect to any shares As of the Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. 2.3.2. Except for the Company Option Plandate hereof, the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. The Company has had reserved 2,261,500 (i) 835,595 shares of Company Capital Stock for issuance to employees and consultants pursuant to the Company Company's 1992 Stock Option Plan. Of such sharesPlan (the "1992 PLAN"), as of March 31, 1999, 537,958 have been issued upon exercise under which options are outstanding for 237,080 shares of Company Options Capital Stock minus any options exercised on the date hereof, (ii) 240,000 shares of Company Capital Stock for issuances to directors pursuant to the Company's 1997 Directors' Non-Qualified Stock Option Plan (the "1997 PLAN"), under which options are outstanding for 240,000 shares of Company Capital Stock minus any option of exercised on the date hereof and 893,608 (iii) 300,000 shares of Company Capital Stock for issuances to employees pursuant to the Company's 1998 Stock Option Plan (the "1998 PLAN"), under which options are subject outstanding for 156,000 shares of Company Capital Stock minus options exercised on the date hereof. The 1992 Plan, 1997 Plan and 1998 Plan are collectively referred to outstanding unexercised options. Section 2.3.2.1 of herein as the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, the number and class or series of "COMPANY OPTION PLANS." All shares of Company Capital Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested issuance pursuant to date and whether the exercisability of such option will be accelerated by the transactions contemplated by this Agreement, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. Except for the Company Options as set forth Option Plans, upon issuance on the terms and conditions specified in Section 2.3.2.2 of the Disclosure Schedule, there are no options, warrants, calls, convertible securities (other than the Company Preferred Stock), exchangeable securities, rights, commitments or agreements of any character, written or oral, instruments pursuant to which the Company is a party or by which it is bound obligating the Company to issuethey are issuable, delivershall be duly authorized, sell, repurchase or redeem, or cause to be validly issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, convertible security, exchangeable security, right, commitment or agreement. Except as set forth on Section 2.3.2.3 of the Disclosure Schedule, there is no outstanding Company Capital Stock which is subject to vesting. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting fully paid and the vesting schedule for such Company Capital Stock, including the extent vested to date and whether the vesting of such shares of Company Capital Stock will be accelerated by the transactions contemplated by this Agreementnonassessable. 2.3.3. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. The Company is not a party to and, to the Company's knowledge, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. 2.3.4. As a result of the Merger, Buyer will be the record and sole beneficial owner of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstanding.

Company Capital Structure. 2.3.1. (a) The authorized capital stock of the Company consists of (i) 11,000,000 22,386,440 shares of Company Common Stock, of which 2,297,096 6,176,159 shares are issued and outstanding, and 12,859,071 shares of preferred stock, of which 12,724,801 shares are issued and outstanding. As of the date hereof, (i) 6,176,159 shares of Company Common Stock were outstanding as of March 31issued and outstanding, 1999; (ii) 1,307,693 no shares of Company Common Stock are held by the Company in its treasury, (iii) 7,287,178 shares of Series A Preferred StockStock are issued and outstanding, (iv) 1,454,964 shares of which 1,202,046 shares Series A-1 Preferred Stock are issued and outstanding; , (iiiv) 1,860,672 3,982,659 shares of Series B Preferred StockStock are issued and outstanding, and a sufficient number of which 1,693,884 shares are outstanding; and (iv) 2,500,000 shares of Series C Preferred Stock, of which 2,000,000 shares are outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Company Common Stock are reserved for issuance upon conversion of all outstanding preferred stock. As of the date of this Agreement, the capitalization of the Company, including the legal and 22,000 shares beneficial owners of Series C Preferred Stock. The all outstanding Company Capital Stock is held by the persons, with the domicile addresses and in the amounts as set forth in Section 2.3.1 2.2(a)(1) of the Disclosure Schedule. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company Charter Documents, or any agreement to which the Company is a party or or, to the Company’s Knowledge, by which it is bound bound, and have been issued in compliance with federal and state securities laws. All outstanding shares of Company Capital Stock, Company Options and Company Warrants have been issued by the Company in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company Capital Stock or Company Options or Company Warrants, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). There are no declared or accrued but unpaid dividends with respect to any shares of the Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding, other than as set forth above. Section 2.2(a)(2) of the Disclosure Schedule sets forth for all holders of Company Unvested Common Stock, if any, the name of the holder of such Company Unvested Common Stock, the repurchase price of such Company Unvested Common Stock, and the vesting schedule for such Company Unvested Common Stock, including the extent vested to date and whether the vesting of such Company Unvested Common Stock will be accelerated by the transaction contemplated by this Agreement. 2.3.2. (b) Except for the Company Option Plan, the Company has never adopted adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation of to any person. The Company has cumulative authorized and reserved 2,261,500 5,497,073 shares of Company Capital Common Stock for issuance to employees and directors of, and consultants pursuant to to, the Company upon the issuance of stock or the exercise of options granted under the Company Option Plan or any other plan, agreement or arrangement (whether written or oral, formal or informal), of which (i) 2,596,401 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Company Option Plan. Of such shares, as of March 31, 1999, 537,958 and (ii) 1,659,987 shares have been issued upon the exercise of options granted under the Company Options Option Plan and 893,608 1,659,987 such shares remain outstanding as of the date hereof. As of the date hereof, an aggregate of 225,570 shares of Company Common Stock are subject to issuable upon the exercise of outstanding unexercised optionsCompany Warrants. Section 2.3.2.1 2.2(b)(1) of the Disclosure Schedule sets forth 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, if not an individual, the domicile address of such holder, the number and class or series of shares of Company Capital Stock subject to issuable upon the exercise of such optionoption or warrant, the exercise price of such optionoption or warrant, the vesting schedule for such optionoption or warrant, including the extent vested to date and whether by its terms the exercisability vesting of such option will or warrant would be accelerated by the transactions contemplated by this Agreement, and whether such option is a nonstatutory option or intended to qualify as an incentive stock option as defined in Section 422 of the Code. Section 2.2(b)(2) of the Disclosure Schedule sets forth the outstanding principal, accrued interest and applicable rate of interest of all outstanding Stockholder loans described in Section 1.6(j) hereto. Except for the Company Options as set forth in Section 2.3.2.2 of the Disclosure Scheduleand Company Warrants, there are no options, warrants, calls, rights, convertible securities (other than the Company Preferred Stock), exchangeable securities, rights, commitments or agreements of any characterother agreements, written or oral, to which the Company is a party or by which it the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, convertible security, exchangeable security, right, commitment or agreement. Except as set forth on Section 2.3.2.3 of the Disclosure Schedule, there is no outstanding Company Capital Stock which is subject to vesting. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested to date and whether the vesting of such shares of Company Capital Stock will be accelerated by the transactions contemplated by this Agreement. 2.3.3. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. The Company is not a party to and, to Except as contemplated hereby or as set forth on Section 2.2(b)(3) of the Company's knowledgeDisclosure Schedule, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. 2.3.4. There are no agreements to which the Company is a party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Company Capital Stock. As a result of the Merger, Buyer Parent will be the sole record and sole beneficial owner holder of all issued and outstanding Company Capital Stock and all rights to acquire or receive any shares of Company Capital Stock, whether or not such shares of Company Capital Stock is are outstanding. (c) The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar ownership interest in, any corporation, partnership, joint venture or other business association or entity. (d) The allocation of the Total Merger Consideration set forth in the Closing Allocation Schedule is in accordance with the Certificate of Incorporation and the DGCL.

Company Capital Structure. 2.3.1. (a) The authorized capital stock of the Company consists of (i) 11,000,000 50,000,000 shares of Company Common Stock, of which 2,297,096 8,215,318 shares were are issued and outstanding as of March 31the date hereof, 1999; (ii) 1,307,693 and 10,000,000 shares of Company Preferred Stock, of which (i) 1,777,224 are designated Company Series A Preferred Stock, of which 1,202,046 1,732,857 shares are outstanding; issued and outstanding as of the date hereof, and (iiiii) 1,860,672 965,517 shares of are designated Company Series B Preferred Stock, of which 1,693,884 902,055 shares are outstanding; issued and (iv) 2,500,000 shares outstanding as of Series C Preferred the date hereof. The preference payable upon liquidation of the Company with respect to each share of Company Common Stock, of which 2,000,000 shares are outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Common Company Series A Preferred Stock and 22,000 shares Company Series B Preferred Stock is $1.125, $2.25 and $7.25, respectively. As of Series C Preferred Stock. The the date hereof, the Company Capital Stock is held by the persons, persons with the domicile addresses and in the amounts set forth in Section 2.3.1 3.3(a) of the Company Disclosure Schedule. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights created by statute, the Certificate articles of Incorporation incorporation or Bylaws bylaws of the Company Company, or any agreement to which the Company is a party or by which it is bound bound, and have been issued in compliance with federal applicable federal, state and state foreign securities laws. There are no declared or accrued but unpaid dividends with respect to any shares of the Company Capital Stock. The As of the date of this Agreement, the Company has no other capital stock authorized, issued or outstandingoutstanding other than as set forth in Section 3.3(a) of the Company Disclosure Schedule. 2.3.2. (b) Except for the Company Option PlanPlans, the Company has never adopted or maintained any other Company stock option plan or other plan providing for equity compensation of any personPerson. The Company has not granted any options or other compensation rights to purchase or acquire Company Capital Stock other than pursuant to the Company Option Plans. The Company has reserved 2,261,500 3,705,000 shares of Company Capital Common Stock for issuance to employees and directors of, and consultants pursuant to to, the Company upon the exercise of options granted and the grant of restricted stock awards under the Company Option Plan. Of such sharesPlans, of which (i) 2,871,694 shares are issuable, as of March 31the date hereof, 1999upon the exercise of outstanding, 537,958 unexercised options (whether vested or unvested) granted under the Company Option Plans, (ii) 621,915 shares have been issued, as of the date hereof, upon the exercise of options granted under the Company Option Plans and (iii) no shares of Company Common Stock have been issued upon exercise of pursuant to restricted stock agreements under the Company Options Option Plans and 893,608 shares are subject to issued and outstanding unexercised optionson the date hereof and are included in the Company Common Stock outstanding as reflected in Section 3.3(a) above. Section 2.3.2.1 3.3(b)(i) of the Company Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, the number and class or series of shares of Company Capital Stock subject to issuable upon the exercise of such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to date and whether the exercisability of such option will be accelerated by the transactions contemplated by this Agreementdate, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. All Company Options have been issued in compliance with all applicable federal, state and foreign securities laws. Section 3.3(b)(ii) of the Company Disclosure Schedule sets forth for each outstanding Company Warrant, the name of the holder of such warrant, the domicile address of such holder, the number of shares of Company Capital Stock issuable upon exercise of such warrant, the exercise price of such warrant, and a description of any other material terms of such warrant. Except for the Company Options as set forth in Section 2.3.2.2 3.3(b)(i) of the Company Disclosure Schedule and the Company Warrants set forth in Section 3.3(b)(ii) of the Company Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, calls, convertible securities (other than the Company Preferred Stock), exchangeable securities, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, convertible security, exchangeable security, right, commitment or agreement. Except as set forth on Section 2.3.2.3 The forms of the Disclosure Schedule, there is no outstanding Company Capital Stock agreement pursuant to which is subject to vesting. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested Options have been issued have been provided to date and whether the vesting Parent or its advisors. The forms of such shares of agreement pursuant to which Company Capital Stock will be accelerated by the transactions contemplated by this Agreement. 2.3.3Warrants have been issued have been provided to Parent or its advisors. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, participation or other similar rights with respect to the Company. The Company is not a party to and, to Except as contemplated by the Company's knowledgeVoting Agreements, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. All holders of Company Options are current or former employees or directors of the Company. 2.3.4. As a result (c) Section 3.3(c) of the MergerCompany Disclosure Schedule sets forth the outstanding principal, Buyer will be accrued interest, applicable rate of interest, term, and any applicable prepayment penalties, fees or expenses in excess of $25,000 individually or $100,000 in the record aggregate on all Indebtedness of the Company outstanding on the date hereof, except as described in Section 3.3(d) of the Company Disclosure Schedule. (d) Section 3.3(d) of the Company Disclosure Schedule sets forth the outstanding principal, accrued interest and sole beneficial owner applicable rate of interest on all loans outstanding Company Capital Stock and all rights to acquire or receive on the date hereof from any Company Capital Stock, whether or not such Company Capital Stock is outstandingaffiliate of the Company.

Company Capital Structure. 2.3.1. (a) The authorized capital stock of the Company consists of (i) 11,000,000 10,000,000 shares of Company Common Stock, of which 2,297,096 shares were outstanding as of March 31, 1999; (ii) 1,307,693 Stock and 3,350,000 shares of Series A Preferred Stock, of which 1,202,046 shares 2,600,000 are outstanding; (iii) 1,860,672 shares of designated Series A Preferred Stock and 750,000 are designated Series B Preferred Stock. As of the date hereof, the capitalization of which 1,693,884 shares are outstanding; and (ivthe Company is as set forth in Section 3.5(a) 2,500,000 of the Disclosure Schedule. The total number of shares of Series C Preferred StockCompany Capital Stock outstanding as of immediately prior to the Effective Time (assuming the conversion, exercise or exchange of which 2,000,000 shares are outstanding. In additionall securities convertible into, there are outstanding warrants or exercisable for 120,000 or exchangeable for, shares of Common Company Capital Stock and 22,000 shares the exercise of Series C Preferred Stockall Company Options) will be as set forth in Section 3.5(a) of the Company Disclosure Schedule. The Company Capital Stock is held by the persons, persons with the domicile addresses and in the amounts set forth in Section 2.3.1 3.5(a) of the Disclosure Schedule. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound bound. All outstanding shares of Company 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 Stockholder) in compliance with all applicable federal, state, foreign or local statutes, laws, rules and regulations, including federal and state securities laws. The Company has not, and will not have, suffered or incurred any Liability relating to, or arising out of, the issuance or repurchase of any shares of Company Capital Stock or Company Options or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of the Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. 2.3.2. (b) Except for the Company Stock Option Plan, the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. The Company has reserved 2,261,500 shares Section 3.5(a) of Company Capital Stock for issuance to employees and consultants pursuant to the Company Option Plan. Of such shares, as of March 31, 1999, 537,958 have been issued upon exercise of Company Options and 893,608 shares are subject to outstanding unexercised options. Section 2.3.2.1 of the Disclosure Schedule sets forth forth, (i) for each outstanding Company Option, the name of the holder of such option, the domicile address of such holderCompany Option, the number and class or series type of shares of Company Capital Stock subject to issuable upon the exercise of such option, Company Option and the exercise price of such optionCompany Option and (ii) for each outstanding Company Warrant, the vesting schedule for such option, including name of the extent vested to date and whether the exercisability holder of such option will be accelerated by Company Warrant, the transactions contemplated by this Agreement, number and whether type of shares of Company Capital Stock issuable upon the exercise of such option is intended to qualify as an incentive stock option as defined in Section 422 Company Warrant and the exercise price of the Codesuch Company Warrant. Except for the Company Options as set forth in Section 2.3.2.2 of and the Disclosure ScheduleCompany Warrants, there are no options, warrants, calls, convertible securities (other than the Company Preferred Stock), exchangeable securities, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound bound, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, or change the price of, of or otherwise amend or enter into into, any such option, warrant, call, convertible security, exchangeable security, right, commitment or agreement. Except as set forth on Section 2.3.2.3 of the Disclosure Schedule, there is no outstanding Company Capital Stock which is subject to vesting. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested to date and whether the vesting of such shares of Company Capital Stock will be accelerated by the transactions contemplated by this Agreement. 2.3.3. There are no outstanding or authorized stock appreciation, phantom stock, stock or profit participationparticipation rights, or other similar rights rights, with respect to the Company. The Company is not a party to and, to the Company's knowledgeExcept as contemplated hereby, there are no voting trusts, trusts or proxies, or other agreements or understandings understandings, with respect to the voting stock of the Company. 2.3.4. As a result of the Merger, Buyer Parent will be the sole holder of record and the sole beneficial owner holder of all issued and outstanding shares of Company Capital Stock and all rights to acquire or receive any shares of Company Capital Stock, whether or not such shares of Company Capital Stock is are outstanding.

Company Capital Structure. 2.3.1. (a) The authorized capital stock of the Company consists of (i) 11,000,000 9,900,000 shares of Company Common Stock, of which 2,297,096 of which 1,000 shares were are issued and outstanding as of March 31, 1999; (ii) 1,307,693 the Effective Date and 100,000 shares of Series A Company Preferred Stock, of which 1,202,046 of which 97,780 shares are outstanding; (iii) 1,860,672 issued and outstanding as of the Effective Date. The Company does not have any other shares of Series B capital stock or any other equity or ownership interests of any kind authorized, designated, issued or outstanding. The Company Common Stock and Company Preferred Stock, including all shares subject to the Company’s right of which 1,693,884 shares are outstanding; and (iv) 2,500,000 shares of Series C Preferred Stockrepurchase, of which 2,000,000 shares are outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Common Stock and 22,000 shares of Series C Preferred Stock. The Company Capital Stock is held of record and beneficially by the persons, with the domicile addresses and in the amounts set forth in Section 2.3.1 of the Disclosure ScheduleSeller. All outstanding shares of Company Capital Common Stock and Company Preferred Stock: (i) have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights or similar rights created by statuteapplicable Law, the Certificate of Incorporation or Bylaws of the Company Company’s Organizational Documents or any agreement Contract to which the Company is a party or by which it is bound party; and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with the terms of any applicable Contract to which the Company is a party, the Organizational Documents of the Company and all applicable Laws. Except as provided on Section 3.6(a) of the Disclosure Schedules, there are no restrictions of any kind on the transfer of the outstanding shares of Company Common Stock except those imposed by applicable foreign, federal and state securities lawsLaws. There No shares of Company Common Stock are no declared subject to vesting, reverse vesting, forfeiture or accrued unpaid a right of repurchase. No dividends or other distributions with respect to any shares of the Company Capital Stock. Common Stock have ever been made or declared, and none have accrued. (b) The Company has no other capital stock authorizednot ever adopted, issued or outstanding. 2.3.2. Except for the Company Option Plan, the Company has never adopted sponsored or maintained any stock option plan or any other plan or Contract providing for equity compensation of to any person. The Person. (c) There are no outstanding Security Rights for or related to any Company Security, whether or not currently exercisable, and the Company has reserved 2,261,500 shares of Company Capital Stock for issuance to employees not and consultants pursuant to the Company Option Plan. Of such shares, as of March 31, 1999, 537,958 have been issued upon exercise of Company Options and 893,608 shares are subject to outstanding unexercised options. Section 2.3.2.1 of the Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, the number and class is not bound by any: (i) promise or series of shares of Company Capital Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to date and whether the exercisability of such option will be accelerated by the transactions contemplated by this Agreement, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code. Except for the Company Options as set forth in Section 2.3.2.2 of the Disclosure Schedule, there are no options, warrants, calls, convertible securities (other than the Company Preferred Stock), exchangeable securities, 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 commitment to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock Security; or obligating the Company (ii) obligation to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, convertible security, exchangeable security, right, commitment Security Right for or agreementrelated to any Company Security. Except as set forth on Section 2.3.2.3 Without limiting the generality of the Disclosure Scheduleforegoing, there is no outstanding Company Capital Stock which is subject to vesting. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested to date and whether the vesting of such shares of Company Capital Stock will be accelerated by the transactions contemplated by this Agreement. 2.3.3. There are no other outstanding or authorized stock appreciationoptions, stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to the Company. The Company is not a party to and, to the Company's knowledge, there . (d) There are no no: (i) voting trusts, proxies, proxies or other agreements Contracts or understandings with respect to any Company Securities to which the voting stock of Company is a party, by which the Company is bound, or which exist to the Company. 2.3.4. As ’s Knowledge; or (ii) Contracts or understandings to which the Company is a result party, by which the Company is bound, or which exist to the Company’s Knowledge relating to the voting, registration, sale or transfer (including Contracts relating to rights of the Mergerfirst refusal, Buyer will be the record and sole beneficial owner “co-sale” rights or “drag-along” rights) of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstandingSecurities.

Company Capital Structure. 2.3.1. (a) The authorized capital stock of the Company consists of of: (i) 11,000,000 20,200,000 shares of Company Common Stock, of which 2,297,096 3,218,245 shares were outstanding as of March 31, 1999are issued and outstanding; and (ii) 1,307,693 7,300,000 shares of Series A Company Preferred Stock, of which 1,202,046 7,150,000 shares are outstanding; (iii) 1,860,672 shares of have been designated Series B A-1 Preferred Stock, of which 1,693,884 6,856,221 shares are issued and outstanding; and (iv) 2,500,000 . Each share of Series A-1 Preferred Stock is convertible into one share of Company Common Stock. No other shares of Series C Company Preferred Stock, of which 2,000,000 shares Stock are issued or outstanding. In addition, there are outstanding warrants exercisable for 120,000 shares of Common Stock and 22,000 shares of Series C Preferred Stock. The Company Capital Stock Stock, including all shares subject to the Company's right of repurchase, is held of record and beneficially by the persons, Persons with the domicile addresses and in the amounts set forth in Section 2.3.1 of the Disclosure Scheduleon Schedule 2.6(a). All outstanding shares of Company Capital Stock (i) have been duly authorized and validly issued and are duly authorizedfully paid, validly issued, fully paid and nonassessable non-assessable and not subject to preemptive rights or similar rights created by statute, the Company Certificate of Incorporation or Bylaws Incorporation, the By-laws of the Company or any agreement to which Company Contract, and (ii) have been offered, sold and delivered by the Company is a party or by which it is bound and have been issued in compliance with all applicable Laws, including federal and state securities laws. There All preferential rights of the Company Preferred Stock in connection with the sale of substantially all of the assets of the Company or a merger involving the Company are set forth in the Company Certificate of Incorporation. Except as set forth on Schedule 2.6(a), there are no declared or accrued but unpaid dividends with respect to any shares of the Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. 2.3.2. (i) Except for the Company's 2003 Stock Option Plan, as amended (the "Company Option Plan"), neither the Company nor the Subsidiary has never adopted ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company Board and the Stockholders and is in full force and effect. With respect to the Company Options, (i) each Company Option intended to qualify as an "incentive stock option" under Section 422 of the Code so qualifies, (ii) each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the "Grant Date") by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof), or a duly authorized delegate thereof, and any personrequired stockholder approval by the necessary number of votes or written consents, (iii) each such grant was made in accordance with the terms of the applicable Company Option Plan and under all applicable Laws, including federal and state securities Laws, and (iv) the per share exercise price of each Company Option was not less than the fair market value of a share of Company Common Stock on the applicable Grant Date. The Company has reserved 2,261,500 for issuance to Employees and directors of, and consultants to, the Company 570,000 shares of Company Capital Common Stock for issuance to employees and consultants pursuant to under the Company Option Plan. Of such shares, as of March 31, 1999, 537,958 which options to purchase 409,500 shares of Company Common Stock have been issued upon exercise of Company Options granted and 893,608 shares are subject to outstanding unexercised optionsoutstanding. Section 2.3.2.1 of the Disclosure Schedule 2.6(b) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number and class or series of shares of Company Capital Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated by and become exercisable as a result of the transactions contemplated by this Agreement, and whether such option is intended to qualify as a Nonstatutory Option or an incentive stock option as defined in Section 422 of the Code. (ii) The Company has issued warrants (each a "Company Warrant") for the purchase of an aggregate of 240,000 shares of Company Common Stock. All Company Warrants have been 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, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Capital Stock (and the class and series thereof) subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement 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 Options as set forth in Section 2.3.2.2 of the Disclosure Scheduleand Company Warrants, there are no options, warrants, calls, convertible securities (other than the Company Preferred Stock), exchangeable securities, rights, commitments Stock Rights or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company or the Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock or any capital stock or equity or other ownership interest of the Subsidiary or obligating the Company or the Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, convertible security, exchangeable security, right, commitment or agreement. Except as set forth on Section 2.3.2.3 of the Disclosure Schedule, there is no outstanding Company Capital Stock which is subject to vesting. Section 2.3.2.3 of the Disclosure Schedule sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested to date and whether the vesting of such shares of Company Capital Stock will be accelerated by the transactions contemplated by this Agreement. 2.3.3Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. The Company is not a party or the Subsidiary. (A) Each Company Warrant, by its terms, will be automatically exercised or will be cancelled and extinguished at, or prior to, the Effective Time and the payment, if any, required to and, be paid to the Company's knowledgeholder thereof at the Effective Time is equal to the amount determined in accordance with Section 1.6(e)(i); or (B) each holder of a Company Warrant has agreed in writing that such Company Warrant shall be exercised or cancelled and extinguished at, or prior to, the Effective Time and the payment, if any, required to be paid to the holder thereof at the Effective Time shall be equal to the amount determined in accordance with Section 1.6(e). (c) Except for the Investors Rights Agreement, dated as of March 1, 2005 (the "Investors Rights Agreement"), the Stockholders Agreement, dated as of March 1, 2005 (the "Stockholders Agreement"), and the Right of First Refusal and Co-Sale Agreement, dated as of March 1, 2005 (the "Right of First Refusal"), there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. 2.3.4Company or the Subsidiary to which the Company or the Subsidiary is a party, by which the Company or the Subsidiary is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company or the Subsidiary is a party, by which the Company or the Subsidiary 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" rights or "drag-along" rights) of any Company Capital Stock. As a result The execution and delivery of this Agreement, the Related Agreements and the consummation of the Mergertransactions contemplated hereby and thereby does not implicate any rights or obligations under the Investors Rights Agreement, Buyer will be the record and sole beneficial owner Stockholders Agreement or Right of all outstanding First Refusal that have not been complied with or waived. The holders of Company Capital Stock and all rights Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstandingthe Merger.