Common use of Current Capitalization Clause in Contracts

Current Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of (1) 400,000 shares of Company Common Stock, of which 217,619.2176 shares are issued and outstanding and (2) 224,800 shares of Company Preferred Stock, of which 42,800 are designated Series A Preferred Stock (of which 42,750.0000 are issued and outstanding), 80,000 are designated Series A-1 Preferred Stock (of which 60,013.4506 are issued and outstanding), 57,000 are designated Series B Preferred Stock (of which 57,000.0000 are issued and outstanding) and 45,000 are designated Series C Convertible Preferred Stock (of which 16,802.4526 are issued and outstanding). As of the date hereof, the number of shares of Company Common Stock set forth on Section 5.06(a) of the Company Disclosure Letter are issuable pursuant to Company Options. The outstanding shares of capital stock or other equity interests of the Company have been duly authorized and validly issued and are fully paid and nonassessable. As of the date hereof, Company Warrants exercisable for 9,814.0220 shares of Company Common Stock are issued and outstanding. The Company’s Governing Documents, the “put rights” under subscription agreements in respect of Company Preferred Stock entered into between the Company and certain holders of Company Preferred Stock set forth on Section 5.06(b) of the Company Disclosure Letter, this Agreement and the Transaction Agreements are the only documents that set forth the entitlement of the holders of Company A and B Preferred Stock in respect of the Transactions. (b) Section 5.06(b) of the Company Disclosure Letter sets forth a complete and accurate list, as of March 1, 2021, (i) of holders of capital stock (including the number of shares owned by such person) and warrants (including the number of shares of Company Common Stock underlying such warrants and the exercise price thereof) and (ii) of holders of outstanding Company equity awards (including Company Options), including, on an award-by-award basis, the type of award, the name of the holder, the number of shares of Company Common Stock underlying the award, the vesting schedule, where applicable, and the exercise price, where applicable. Other than as set forth in Section 5.06(a) or (b) of the Company Disclosure Letter, there are (i) no subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Company Stock or, or other equity interests in, the Company, or any other Contracts to which the Company is a party or by which the Company or any of its assets or properties are bound obligating the Company to issue or sell any shares of capital stock of, other equity interests in or debt securities of, the Company, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company, (iii) (A) no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company and (B) no outstanding bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Company’s stockholders may vote, (iv) no shareholders agreements, voting agreements, proxies, registration rights agreements or other similar agreements relating to the Company’s equity interests to which the Company is a party and (v) no shares of common stock, preferred stock or other equity interests of the Company issued and outstanding.

Current Capitalization. (a) As of the date hereof, the The authorized capital stock of the Company consists of (1) 400,000 100,000,000 shares of Company Common Stock, of which 217,619.2176 7,931,602 shares are issued and outstanding and as of the date hereof (2) 224,800 250,000 shares of Series A Company Preferred Stock, of which 42,800 are designated Series A Preferred Stock (of which 42,750.0000 are issued and outstanding), 80,000 are designated Series A-1 Preferred Stock (of which 60,013.4506 are issued and outstanding), 57,000 are designated Series B Preferred Stock (of which 57,000.0000 are issued and outstanding) and 45,000 are designated Series C Convertible Preferred Stock (of which 16,802.4526 are issued and outstanding). As none is outstanding as of the date hereof, and (3) 515 shares of Series F Preferred Stock, of which 515 are outstanding and convertible into 3,960,043 shares of Company Common Stock as of the number date hereof. The outstanding shares of capital stock contemplated by the immediately preceding sentence (A) constitute, as of the date hereof, all of the outstanding shares of capital stock of the Company and (B) when combined with Interim Period issuances of shares of Company Common Stock set forth on Section 5.06(a) Stock, will constitute, as of the Company Disclosure Letter are issuable pursuant to Company OptionsClosing, all of the outstanding shares of capital stock of the Company. The All of the outstanding shares of capital stock or other equity interests of the Company have been duly authorized and validly issued and are fully paid and nonassessable. nonassessable and were issued in compliance in all material respects with applicable Securities Law. (b) As of the date hereof, Company Warrants exercisable for 9,814.0220 503,314 shares of Company Common Stock are issued and outstandingissuable pursuant to outstanding Company Options granted prior to the date of this Agreement. The Company’s Governing Documents, the “put rights” under subscription agreements in respect of Company Preferred Stock entered into between the Company and certain holders of Company Preferred Stock set forth on Section 5.06(b) of the Company Disclosure Letter, this Agreement and the Transaction Agreements are the only documents that set forth the entitlement of the holders of Company A and B Preferred Stock in respect of the Transactions. (b) Section 5.06(b) of the Company Disclosure Letter sets forth a complete and accurate list, as of March 1, 2021the date hereof, (i) of all the holders of capital stock (including the number of shares owned by such person) and ), warrants (including the number of shares of Company Common Stock underlying such warrants and the exercise price thereof) and equity awards of the Company and (ii) of all the holders of outstanding Company equity awards (including Company Options)awards, including, on an award-by-award basis, the type of award, the name of the holder, the number of shares of Company Common Stock underlying the award, including the cumulative number of shares underlying vested awards, the vesting schedule, where applicable, and the exercise price, where applicable. All Company Options are evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Company Option is subject to terms that are materially different from those set forth in such forms. Each Company Option was validly granted or issued and properly approved by the board of directors of the Company (or appropriate committee thereof). Other than as set forth in this Section 5.06(a) 5.06 or (b) on Section 5.06 of the Company Disclosure Letter, there are (i) no subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Company Stock or, or other equity interests in, the Company, or any other Contracts to which the Company is a party or by which the Company or any of its assets or properties are bound obligating the Company to issue or sell any shares of capital stock of, other equity interests in or debt securities of, the Company, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company, (iii) as of the date hereof, (A) no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company and (B) no outstanding bonds, debentures, notes or other Indebtedness indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Company’s stockholders may vote, (iv) no shareholders agreements, voting agreements, proxies, registration rights agreements or other similar agreements relating to the Company’s equity interests to which the Company is a party and (v) as of the date hereof, no shares of common stock, preferred stock or other equity interests of the Company issued and outstanding.

Current Capitalization. (a) As of the date hereofof this Agreement, the authorized capital stock of the Company consists of (1i) 400,000 140,830,491 shares of Company Class A Common StockStock of the Company, of which 217,619.2176 22,342,115 shares are issued and outstanding and outstanding, (2ii) 224,800 29,502,847 shares of Company Preferred StockClass B Common Stock of the Company, of which 42,800 1,019 shares are designated outstanding, (iii) 73,389,000 shares of Series A C Preferred Stock (of the Company, of which 42,750.0000 69,223,658 shares are issued outstanding, and outstanding), 80,000 are designated (iv) 29,502,847 shares of Series A-1 C-1 Preferred Stock (of the Company, of which 60,013.4506 29,502,847 shares are issued and outstanding). The outstanding shares of capital stock contemplated by the immediately preceding sentence (A) constitute, 57,000 are designated Series B Preferred Stock (of which 57,000.0000 are issued and outstanding) and 45,000 are designated Series C Convertible Preferred Stock (of which 16,802.4526 are issued and outstanding). As as of the date hereof, all of the number outstanding shares of capital stock of the Company and (B) when combined with Interim Period issuances of shares of Company Common Stock set forth on Section 5.06(a) of the Company Disclosure Letter are issuable pursuant to Company OptionsOptions or upon conversion of Company Convertible Notes included in any Permitted Interim Financing or any Permitted Repurchase, will constitute, as of the Closing, all of the outstanding shares of capital stock of the Company. The All of the outstanding shares of capital stock or other equity interests of the Company have been duly authorized and validly issued and are fully paid and nonassessable. . (b) As of the date hereofof this Agreement, warrants to purchase 10,952,096 shares of Class A Common Stock of the Company are authorized, all of which are issued and outstanding as of the date of this Agreement (the “Company Warrants”). All outstanding Company Warrants exercisable for 9,814.0220 have been duly authorized and validly issued and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions. (c) As of the date of this Agreement, 15,376,314 shares of Company Common Stock are issued and outstanding. The Company’s Governing Documents, issuable pursuant to outstanding Company Options granted prior to the “put rights” under subscription agreements in respect date of Company Preferred Stock entered into between the Company and certain holders of Company Preferred Stock set forth on Section 5.06(b) of the Company Disclosure Letter, this Agreement and the Transaction Agreements are the only documents that set forth the entitlement of the holders 5,841,961 shares of Company A and B Preferred Common Stock in respect are issuable pursuant to outstanding Company Restricted Stock Unit Awards granted prior to the date of the Transactions. (b) this Agreement. Section 5.06(b5.06(c) of the Company Disclosure Letter sets forth a complete and accurate list, as of March 1the date hereof, 2021, of (i) all of the holders of Company Stock and any other capital stock of the Company (including the number and class or series of shares owned by such person) and warrants ), Company Warrants (including the number and class or series of shares of Company Common Stock underlying such warrants and the exercise price thereof) and equity awards of the Company and (ii) all of the holders of outstanding Company equity awards (including Company Options, Company Restricted Shares and Company Restricted Stock Unit Awards), including, on an award-by-award basis, the type of award, the name of the holder, the number of shares of Company Common Stock underlying the award, including the cumulative number of shares underlying vested awards, the vesting schedule, where applicable, and the exercise price, where applicable. . (d) Other than as set forth in this Section 5.06(a) 5.06 or (bon Section 5.06(c) of the Company Disclosure Letter, there are (i) no subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Company Stock orStock, or other equity interests in, in the Company, or any other Contracts to which the Company is a party or by which the Company or any of its assets or properties are bound obligating the Company to issue or sell any shares of capital stock of, other equity interests in or debt securities of, the Company, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company, (iii) (A) no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company and (B) no outstanding bonds, debentures, notes or other Indebtedness indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Company’s stockholders may vote, (iv) no shareholders agreements, voting agreements, proxies, registration rights agreements or other similar agreements relating to the Company’s equity interests to which the Company is a party or by which the Company is bound and (v) no shares of common stock, preferred stock or other equity interests of the Company issued and outstanding. Since the date of its formation through the date hereof, the Company has had no assets, liabilities or operations, other than (i) those incidental to its formation or the Holding Company Merger and (ii) Equity Securities of Rigetti.

Current Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of of: (1i) 400,000 14,000,000 shares of Company Common Stock, of which 217,619.2176 shares are issued and outstanding Stock; and (2ii) 224,800 7,000,000 shares of Company Preferred Stock, of which 42,800 (A) 4,526,703 shares are designated Series A Preferred Stock (of which 42,750.0000 are issued and outstanding), 80,000 are designated as Company Series A-1 Preferred Stock Stock; (of which 60,013.4506 are issued and outstanding), 57,000 B) 55,135 shares are designated as Company Series B A-2 Preferred Stock Stock; and (of which 57,000.0000 are issued and outstandingC) and 45,000 2,004,043 shares are designated as Company Series C Convertible A-2 Preferred Stock Stock. (of which 16,802.4526 are issued and outstanding). b) As of one (1) Business Day prior to the date hereof, the number of there were: (i) 4,771,025 shares of Company Common Stock set forth on Section 5.06(aissued and outstanding; (ii) 4,526,703 shares of Company Series A-1 Preferred Stock issued and outstanding; (iii) 55,135 shares of Company Series A-2 Preferred Stock issued and outstanding; and (iv) 2,004,043 shares of Company Series A-3 Preferred Stock issued and outstanding. All of the Company Disclosure Letter are issuable pursuant to Company Options. The issued and outstanding shares of capital stock or other equity interests of the Company Stock have been duly authorized and validly issued and are fully paid and nonassessable. . (c) As of one (1) Business Day prior to the date hereof, there were outstanding (i) Company Options to purchase an aggregate of 1,127,377 shares of Company Common Stock (of which options to purchase an aggregate of 460,462 shares of Company Common Stock were vested and exercisable), and (ii) 293,097 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans. (d) Schedule 5.06(d) to the disclosure schedules of the Company sets forth a complete and correct list of each Company SAFE as of one (1) Business Day prior to the date of this Agreement. (e) As of the date hereof, other than the (x) Company Warrants exercisable for 9,814.0220 shares of Company Common Stock are issued and outstanding. The Company’s Governing DocumentsOptions, the “put rights” under subscription agreements in respect of (y) Company Preferred Stock entered into between the Company and certain holders of Company Preferred Stock set forth on Section 5.06(b) of the Company Disclosure Letter, this Agreement and the Transaction Agreements are the only documents that set forth the entitlement of the holders of Company A and B Preferred Stock in respect of the Transactions. (b) Section 5.06(b) of the Company Disclosure Letter sets forth a complete and accurate list, as of March 1, 2021, (i) of holders of capital stock (including the number of shares owned by such person) and warrants (including the number of shares of Company Common Stock underlying such warrants and the exercise price thereof) and (iiz) of holders of outstanding Company equity awards (including Company Options), including, on an award-by-award basis, the type of award, the name of the holder, the number of shares of Company Common Stock underlying the award, the vesting schedule, where applicable, and the exercise price, where applicable. Other than as set forth in Section 5.06(a) or (b) of the Company Disclosure LetterSAFEs, there are (i) no subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Company Common Stock or, or other the equity interests in, of the Company, or any other Contracts to which the Company is a party or by which the Company or any of its assets or properties are is bound obligating the Company to issue or sell any shares of capital stock of, other equity interests in or debt securities of, the Company, Company and (ii) no equity equivalents, stock or stock appreciation rights, phantom stock or stock ownership interests or similar rights in the Company. As of the date hereof, (iii) (A) there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company and (B) Company. There are no outstanding bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Company’s stockholders may vote. Other than the Company Stockholder Agreement and the Company Voting and Support Agreements, (iv) no shareholders agreementsthe Company is not party to any stockholders agreement, voting agreementsagreement, proxies, registration rights agreements agreement or other similar agreements relating to the Company’s its equity interests to which the Company is a party and (v) no shares of common stock, preferred stock or other equity interests of the Company issued and outstandinginterests.

Current Capitalization. (a) As of the date hereof, the authorized capital stock of the Company consists of (1) 400,000 114,092,838 shares of Company Common Stock, of which 217,619.2176 11,813,602 shares are issued and outstanding and (2) 224,800 84,389,164 shares of Company Preferred Stock, of which 42,800 83,395,815 are designated Series A Preferred Stock (of which 42,750.0000 are issued outstanding and outstanding), 80,000 are designated Series A-1 Preferred Stock (of which 60,013.4506 are issued and outstanding), 57,000 are designated Series B Preferred Stock (of which 57,000.0000 are issued and outstanding) and 45,000 are designated Series C Convertible Preferred Stock (of which 16,802.4526 are issued and outstanding). As of the date hereof, the number of convertible into 83,395,815 shares of Company Common Stock set forth on Section 5.06(a) of the Company Disclosure Letter are issuable pursuant to Company OptionsStock. The outstanding shares of capital stock or other equity interests of the Company have been duly authorized and validly issued and are fully paid and nonassessable. . (b) As of the date hereof, Company Warrants exercisable for 9,814.0220 18,097,815 shares of Company Common Stock are issued and outstandingissuable pursuant to outstanding Company Stock Options granted prior to the date of this Agreement. The Company’s Governing Documents, 744,656 shares of Company Common Stock are issuable pursuant to Company stock options that have been promised pursuant to contractual arrangements but not yet granted as of the date hereof (the “put rights” under subscription agreements in respect of Promised Company Preferred Stock entered into between the Company and certain holders of Company Preferred Stock set forth on Section 5.06(b) of the Company Disclosure Letter, this Agreement and the Transaction Agreements are the only documents that set forth the entitlement of the holders of Company A and B Preferred Stock in respect of the Transactions. (b) Options”). Section 5.06(b) of the Company Disclosure Letter sets forth a complete and accurate list, as of March 1January 8, 2021, (i) of holders of capital stock (including the number of shares owned by such person) and ), warrants (including the number of shares of Company Common Stock underlying such warrants and the exercise price thereof) and equity awards of the Company and (ii) of holders of outstanding Company equity awards (including Company Options)awards, including, on an award-by-award basis, the type of award, the name of the holder, the number of shares of Company Common Stock underlying the award, including the cumulative number of shares underlying vested awards, the vesting schedule, where applicable, and the exercise price, where applicable, which list shall include the Promised Company Stock Options and identifying them as such. Other than as set forth in this Section 5.06(a) 5.06 or (b) on Section 5.06 of the Company Disclosure Letter, there are (i) no subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Company Stock or, or other equity interests in, the Company, or any other Contracts to which the Company is a party or by which the Company or any of its assets or properties are bound obligating the Company to issue or sell any shares of capital stock of, other equity interests in or debt securities of, the Company, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company, (iii) as of the date hereof, (A) no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company and (B) no outstanding bonds, debentures, notes or other Indebtedness indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Company’s stockholders may vote, (iv) no shareholders agreements, voting agreements, proxies, registration rights agreements or other similar agreements relating to the Company’s equity interests to which the Company is a party and (v) as of the date hereof, no shares of common stock, preferred stock or other equity interests of the Company issued and outstanding.

Current Capitalization. (a) As of the date hereofof this Agreement, the authorized capital stock of the Company consists of (1i) 400,000 34,077,034 shares of Company Common Stock, of which 217,619.2176 7,845,959 shares are issued and outstanding and outstanding, (2ii) 224,800 1,447,693 shares of Company Series A-1 Preferred Stock, of which 42,800 1,447,693 shares are designated outstanding, (iii) 1,104,818 shares of Series A-2 Preferred Stock, of which 1,104,818 shares are outstanding, (iv) 2,789,225 shares of Series A Preferred Stock (Stock, of which 42,750.0000 2,775,484 shares are issued and outstanding), 80,000 are designated Series A-1 Preferred Stock (v) 7,751,457 shares of which 60,013.4506 are issued and outstanding), 57,000 are designated Series B Preferred Stock (Stock, of which 57,000.0000 7,751,457 shares are issued outstanding, and outstanding(vi) and 45,000 are designated 7,529,210 shares of Series C Convertible Preferred Stock (Stock, of which 16,802.4526 5,308,093 shares are issued and outstanding). As The outstanding shares of capital stock contemplated by the immediately preceding sentence (A) constitute, as of the date hereof, all of the number outstanding shares of capital stock of the Company and (B) when combined with Interim Period issuances of shares of Company Common Stock set forth on Section 5.06(a) of the Company Disclosure Letter are issuable pursuant to Company Options, will constitute, as of the Closing, all of the outstanding shares of capital stock of the Company. The All of the outstanding shares of capital stock or other equity interests of the Company have been duly authorized and validly issued and are fully paid and nonassessable. . (b) As of the date hereofof this Agreement, Company Warrants exercisable for 9,814.0220 3,705,610 shares of Company Common Stock are issued and outstandingissuable pursuant to outstanding Company Options granted prior to the date of this Agreement. The Company’s Governing Documents, the “put rights” under subscription agreements in respect of Company Preferred Stock entered into between the Company and certain holders of Company Preferred Stock set forth on Section 5.06(b) of the Company Disclosure Letter, this Agreement and the Transaction Agreements are the only documents that set forth the entitlement of the holders of Company A and B Preferred Stock in respect of the Transactions. (b) Section 5.06(b) of the Company Disclosure Letter sets forth a complete and accurate list, as of March 117, 2021, (i) all of the holders of capital stock (including the number of shares owned by such person) and ), warrants (including the number of shares of Company Common Stock underlying such warrants and the exercise price thereof) and equity awards of the Company and (ii) all of the holders of outstanding Company equity awards (including Company Options), including, on an award-by-award basis, the type of award, the name of the holder, the number of shares of Company Common Stock underlying the award, including the cumulative number of shares underlying vested awards, the vesting schedule, where applicable, and the exercise price, where applicable. Other than as set forth in this Section 5.06(a) 5.06 or (b) on Section 5.06 of the Company Disclosure Letter, there are (i) no subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Company Stock orStock, or other equity interests in, in the Company, or any other Contracts to which the Company is a party or by which the Company or any of its assets or properties are bound obligating the Company to issue or sell any shares of capital stock of, other equity interests in or debt securities of, the Company, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company, (iii) (A) no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company and (B) no outstanding bonds, debentures, notes or other Indebtedness indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Company’s stockholders may vote, (iv) no shareholders agreements, voting agreements, proxies, registration rights agreements or other similar agreements relating to the Company’s equity interests to which the Company is a party or by which the Company is bound and (v) no shares of common stock, preferred stock or other equity interests of the Company issued and outstanding.

Current Capitalization. (a) As of the date hereof, (i) the authorized capital stock of the Company consists solely of (1A) 400,000 55,000,000 shares of Company Common Stock, of which 217,619.2176 shares 10,405,997 are issued and outstanding outstanding, and (2B) 224,800 26,668,190 shares of Company Preferred Stock, (1) 12,671,911 of which 42,800 are designated as Series A Preferred Stock (Stock, all of which 42,750.0000 are issued and outstanding), 80,000 (2) 4,869,754 of which are designated as Series A-1 B Preferred Stock (Stock, all of which 60,013.4506 are issued and outstanding), 57,000 and (3) 9,126,525 of which are designated as Series B C Preferred Stock (Stock, 7,506,273 of which 57,000.0000 are issued and outstanding. Schedule 4.06(a) and 45,000 are designated Series C Convertible Preferred Stock (sets forth the record owners of which 16,802.4526 are all of the issued and outstanding). As outstanding Company Capital Stock as of the date hereof, showing for each such owner the number and class of shares of Company Common Capital Stock set forth on Section 5.06(a) of the Company Disclosure Letter are issuable pursuant to Company Optionsheld by such owner. The issued and outstanding shares of capital stock or other equity interests of the Company Capital Stock (w) have been duly authorized and validly issued and are fully paid and nonassessable, (x) were issued in compliance in all material respects with the Company Organizational Documents and applicable Securities Laws, and (y) were not issued in material breach or violation of any preemptive rights or Contract. (b) Except for the Stock Option Plan, the Company does not maintain any equity incentive plan or other plan providing for equity compensation of any Person. As of the date hereof, the Company Warrants exercisable for 9,814.0220 has reserved 14,431,692 shares of Company Common Stock for issuance to officers, directors, employees and consultants of the Group Companies pursuant to the Stock Option Plan. Of such reserved shares of Company Common Stock, Company Options to purchase 12,277,283 shares have been granted and are issued currently outstanding and outstanding701,657 shares of Company Common Stock remain available for issuance pursuant to the Stock Option Plan. The Company’s Governing Documents, the “put rights” under subscription agreements in respect of Company Preferred Stock entered into between the Company and certain holders of Company Preferred Stock set forth on Section 5.06(b) of the Company Disclosure Letter, this Agreement and the Transaction Agreements are the only documents that set forth the entitlement of the holders of Company A and B Preferred Stock in respect of the Transactions. (b) Section 5.06(b) of the Company Disclosure Letter sets forth a has furnished to SPAC complete and accurate listcopies of the Stock Option Plan and forms of agreements used thereunder. Schedule 4.06(b) sets forth, as of March 1, 2021the date hereof, (i) the name of holders of capital stock each Optionholder, (including ii) the number of shares owned Company Options held by such personOptionholder, (iii) the exercise price of each such Company Option, (iv) and warrants the vesting schedule of each such Company Option. All of the Company Options (including A) have been issued in compliance in all material respects with all applicable Laws, the Stock Option Plan, and the Company Organizational Documents and (B) were not issued in material breach or violation of any preemptive rights or Contract. No Company Option is subject to Section 409A of the Code and each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, except, in either case, as would not reasonably be expected to be material to the Group Companies. (c) Schedule 4.06(c) sets forth, as of the date hereof, (i) the name of each Warrantholder, (ii) the class, series, and number of shares of Company Common Capital Stock underlying issuable upon exercise of each Company Warrant held by such warrants Warrantholder, and (iii) the exercise price thereofof each such Company Warrant. All of the Company Warrants (A) have been issued in compliance in all material respects with all applicable Laws and the Company Organizational Documents and (B) were not issued in material breach or violation of any preemptive rights or Contract. (d) Schedule 4.06(d) sets forth, as of the date hereof, (i) the name of each Noteholder, (ii) the interest rate and maturity date of holders of each Company Note held by such Noteholder, and (iii) the aggregate principal, accrued but unpaid interest, and other charges outstanding under each such Company equity awards (including Company Options), including, on an award-by-award basis, the type of award, the name Note. All of the holder, the number of shares of Company Common Stock underlying the award, the vesting schedule, where applicable, Notes (A) have been issued in compliance in all material respects with all applicable Laws and the exercise price, where applicable. Other than Company Organizational Documents and (B) were not issued in material breach or violation of any preemptive rights or Contract. (e) Except as set forth in Section 5.06(a) or (b) on Schedule 4.06(a), Schedule 4.06(b), Schedule 4.06(c), and Schedule 4.06(d), as of the Company Disclosure Letterdate hereof, there are no (i) no subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Company Stock or, or other equity interests in, securities of the Company, or any other Contracts to which the Company is a party or by which the Company or any of its assets or properties are is bound obligating the Company to issue or sell any shares of capital stock of, other its equity interests in or debt securities of, the Companysecurities, (ii) no equity equivalents, stock equity appreciation rights, phantom stock equity ownership interests or similar rights in the Company, (iii) (A) no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities of its equity securities, or equity interests of the Company and (Biv) no outstanding bonds, debentures, notes or other Indebtedness indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, equity securities having the right to vote) on any matter for which the Company’s stockholders equityholders may vote. Except as set forth on Schedule 4.06(e), (iv) no shareholders agreementsthe Company is not party to any stockholders’ agreement, voting agreementsagreement, proxies, proxy or registration rights agreements agreement, or other similar agreements agreement relating to the Company’s its equity interests to which the Company is a party and (v) no shares of common stock, preferred stock or other equity interests of the Company issued and outstandingsecurities.