Common use of Issued Securities Clause in Contracts

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 1,300,000,000 shares of Common Stock, of which 172,464,420 shares are issued and outstanding, (B) 111,556,618 shares of New Series A Convertible Participating Preferred Stock, of which 111,556,618 shares are issued and outstanding and are convertible into an aggregate of 111,556,618 shares of Common Stock at $0.237 per share, (C) 114,541,708 shares of New Series A-1 Convertible Participating Preferred Stock, of which 114,541,708 shares are issued and outstanding and are convertible into an aggregate of 114,541,708 shares of Common Stock at $0.237 per share, (D) 252,791,726 shares of New Series B Convertible Participating Preferred Stock, of which 252,791,726 shares are issued and outstanding and are convertible into an aggregate of 252,791,726 shares of Common Stock at $0.2247 per share; (E) 289,274,585 shares of New Series B-1 Convertible Participating Preferred Stock, of which 231,419,667 shares are issued and outstanding and are convertible into an aggregate of 231,419,667 shares of Common Stock at $0.2247 per share; (F) 112,533,204 shares of New Series C Convertible Participating Preferred Stock, of which 14,043 shares are issued and outstanding and are convertible into an aggregate of 14,043 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 per share. (ii) The Company has reserved 153,909,611 shares of Common Stock for issuance under its Stock Option Plan(s), under which options to purchase 2,263,096 shares of Common Stock are outstanding. There are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities of the Company. (iii) No stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreement.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock preferred stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock preferred stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 1,300,000,000 134,000,000 shares of Common Stock, of which 172,464,420 9,152,544 shares are issued and outstanding, ; (B) 111,556,618 11,398,694 shares of New Series A Convertible Participating Preferred Stockpreferred stock, $0.001 par value per share, of which 111,556,618 11,302,758 shares are issued and outstanding and are convertible into an aggregate of 111,556,618 11,302,758 shares of Common Stock at $0.237 0.886 per share; (C) 32,526,878 shares of Series B preferred stock, $0.001 par value per share, (C) 114,541,708 shares of New Series A-1 Convertible Participating Preferred Stock, of which 114,541,708 32,526,878 shares are issued and outstanding and are convertible into an aggregate of 114,541,708 32,526,878 shares of Common Stock at $0.237 0.93 per share; (D) 35,806,451 shares of Series C preferred stock, $0.001 par value per share, (D) 252,791,726 shares of New Series B Convertible Participating Preferred Stock, of which 252,791,726 35,806,451 shares are issued and outstanding and are convertible into an aggregate of 252,791,726 35,806,451 shares of Common Stock at $0.2247 1.55 per share; and (E) 289,274,585 24,500,000 shares of New Series B-1 Convertible Participating Preferred StockD preferred stock, $0.001 par value per share, of which 231,419,667 24,493,615 shares are issued and outstanding and are convertible into an aggregate of 231,419,667 24,493,615 shares of Common Stock at $0.2247 per share; (F) 112,533,204 shares of New Series C Convertible Participating Preferred Stock, of which 14,043 shares are issued and outstanding and are convertible into an aggregate of 14,043 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 2.35 per share. (ii) The Company issued a warrant dated August 9, 2013 exercisable for 95,936 shares of Series A preferred stock. (iii) The Company has reserved 153,909,611 18,040,000 shares of Common Stock for issuance under its Stock Option Plan(sstock option plan(s), under which options to purchase 2,263,096 14,115,728 shares of Common Stock are outstanding. There Except as noted in clause (i) above, there are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities of the Company. (iiiiv) No stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock under stock, other than pursuant to the Charter. Certain stockholders of Investor Rights Agreement (as defined below) and the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Loan Agreement.

Issued Securities. 3 All issued and outstanding shares of Common Stock, Preferred Stock preferred stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock preferred stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 1,300,000,000 [134,000,000] shares of Common Stock, of which 172,464,420 [9,152,544] shares are issued and outstanding, ; (B) 111,556,618 [11,398,694] shares of New Series A Convertible Participating Preferred Stockpreferred stock, $0.001 par value per share, of which 111,556,618 [11,302,758] shares are issued and outstanding and are convertible into an aggregate of 111,556,618 [11,302,758] shares of Common Stock at [$0.237 0.886] per share; (C) [32,526,878] shares of 3 Note: To be updated with each warrant issuance. Series B preferred stock, $0.001 par value per share, (C) 114,541,708 shares of New Series A-1 Convertible Participating Preferred Stock, of which 114,541,708 [32,526,878] shares are issued and outstanding and are convertible into an aggregate of 114,541,708 [32,526,878] shares of Common Stock at [$0.237 0.93] per share; (D) [35,806,451] shares of Series C preferred stock, $0.001 par value per share, (D) 252,791,726 shares of New Series B Convertible Participating Preferred Stock, of which 252,791,726 [35,806,451] shares are issued and outstanding and are convertible into an aggregate of 252,791,726 [35,806,451] shares of Common Stock at [$0.2247 1.55] per share; and (E) 289,274,585 [24,500,000] shares of New Series B-1 Convertible Participating Preferred StockD preferred stock, $0.001 par value per share, of which 231,419,667 [24,493,615] shares are issued and outstanding and are convertible into an aggregate of 231,419,667 [24,493,615] shares of Common Stock at [$0.2247 per share; (F) 112,533,204 shares of New Series C Convertible Participating Preferred Stock, of which 14,043 shares are issued and outstanding and are convertible into an aggregate of 14,043 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 2.35] per share. (ii) The Company issued a warrant dated August 9, 2013 exercisable for 95,936 shares of Series A preferred stock. (iii) The Company has reserved 153,909,611 [18,040,000] shares of Common Stock for issuance under its Stock Option Plan(sstock option plan(s), under which options to purchase 2,263,096 [14,115,728] shares of Common Stock are outstanding. There Except as noted in clause (i) above, there are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities of the Company. (iiiiv) No stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock under stock, other than pursuant to the Charter. Certain stockholders of Investor Rights Agreement (as defined below) and the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Loan Agreement.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal Federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 1,300,000,000 11,000,000 shares of Common Stock, of which 172,464,420 3,862,163 shares are issued and outstanding, and (B) 111,556,618 7,071,046 shares of New preferred stock, of which 816,169 shares are designated Series A Convertible Participating Preferred Stock, all of which are issued and outstanding and are convertible into 816,169 shares of Common Stock; and 2,315,625 shares are designated Series B Convertible Preferred Stock, of which 111,556,618 2,265,625 shares are issued and outstanding and are convertible into an aggregate of 111,556,618 2,265,625 shares of Common Stock at $0.237 per share, (C) 114,541,708 Stock; and 3,939,252 shares of New are designated Series A-1 C Convertible Participating Preferred Stock, 3,913,551 of which 114,541,708 shares are issued and outstanding and are convertible into an aggregate of 114,541,708 3,913,551 shares of Common Stock at $0.237 per share, (D) 252,791,726 shares of New Series B Convertible Participating Preferred Stock, of which 252,791,726 shares are issued and outstanding and are convertible into an aggregate of 252,791,726 shares of Common Stock at $0.2247 per share; (E) 289,274,585 shares of New Series B-1 Convertible Participating Preferred Stock, of which 231,419,667 shares are issued and outstanding and are convertible into an aggregate of 231,419,667 shares of Common Stock at $0.2247 per share; (F) 112,533,204 shares of New Series C Convertible Participating Preferred Stock, of which 14,043 shares are issued and outstanding and are convertible into an aggregate of 14,043 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 per share. (ii) The Company has reserved 153,909,611 1,426,346 shares of Common Stock for issuance under its 1994 Stock Option Plan(s)Plan, under which 879,883 shares or options to purchase 2,263,096 shares have been granted 978,228 shares at an average price of Common Stock are outstanding$0.15 per share. There Except for this Warrant Agreement and the Warrant Agreement dated as of May 1, 1995 and August 5, 1996 between Comdisco, Inc. and the Company, and except as set forth in this paragraph (d), there are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. (iii) No stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreement.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 1,300,000,000 353,272,950 shares of Common Stock, of which 172,464,420 222,394 shares are issued and outstanding, (B) 111,556,618 4,856,947 shares of New Series A 1 Convertible Participating Preferred Stock, of which 111,556,618 4,856,947 shares are issued and outstanding and are convertible into an aggregate of 111,556,618 4,856,947 shares of Common Stock at $0.237 1.15 per share, (C) 114,541,708 32,172,860 shares of New Series A-1 2 Convertible Participating Preferred Stock, of which 114,541,708 29,272,426 shares are issued and outstanding and are convertible into an aggregate of 114,541,708 29,272,426 shares of Common Stock at $0.237 1.15 per share, (D) 252,791,726 63,500,000 shares of New Series B 3 Convertible Participating Preferred Stock, of which 252,791,726 60,996,836 shares are issued and outstanding and are convertible into an aggregate of 252,791,726 60,996,836 shares of Common Stock at $0.2247 1.15 per share; share and (E) 289,274,585 197,175,000 shares of New Series B-1 4 Convertible Participating Preferred Stock, of which 231,419,667 no shares are issued and outstanding and are convertible into an aggregate of 231,419,667 no shares of Common Stock at $0.2247 per share; (F) 112,533,204 shares of New Series C Convertible Participating Preferred Stock, of which 14,043 shares are issued and outstanding and are convertible into an aggregate of 14,043 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 0.38 per share. (ii) The Company has reserved 153,909,611 46,079,080 shares of Common Stock for issuance under its Stock Option Plan(s), under which options to purchase 2,263,096 3,317,422 shares of Common Stock are outstanding. There are warrants outstanding to purchase an aggregate of 2,900,434 shares of Series 2 Convertible Participating Preferred Stock. There are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities of the Company. (iii) No stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreement. (iv) The lowest issue price per share of Series 4 Convertible Preferred Stock purchased for new money investments in the initial closing of the transactions under the Series 4 Preferred Stock Purchase Agreement dated December 29, 2017 was $0.38 per share, and the Company has no side letters or other arrangements with any investor providing for any discounts or reductions to such per share price.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal Federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 1,300,000,000 5,352,140 shares of Common Stock, of which 172,464,420 5,352,140 shares are issued and outstanding, (B) 111,556,618 856,600 shares of New Series A Convertible Participating Preferred Stock, of which 111,556,618 856,600 shares are issued and outstanding and convertible into 856,600 shares of Common Stock, (C) 660,000 shares of Series B Preferred Stock, of which 660,000 shares are issued and outstanding and convertible into 660,000 shares of Common Stock, (D) 1,454,544 shares of Series C Preferred Stock, of which 1,454,544 shares are issued and outstanding and are convertible into an aggregate of 111,556,618 1,454,544 shares of Common Stock at $0.237 per shareStock, (CE) 114,541,708 2,720,000 shares of New Series A-1 Convertible Participating D Preferred Stock, of which 114,541,708 2,720,000 shares are issued and outstanding and are convertible into an aggregate of 114,541,708 2,720,000 shares of Common Stock at $0.237 per shareStock, (DF) 252,791,726 4,444,444 shares of New Series B Convertible Participating E Preferred Stock, of which 252,791,726 4,444,444 shares are issued and outstanding and are convertible into an aggregate of 252,791,726 4,444,444 shares of Common Stock at $0.2247 per share; Stock, (EG) 289,274,585 2,120,476 shares of New Series B-1 Convertible Participating F Preferred Stock, of which 231,419,667 shares are issued and outstanding and are convertible into an aggregate of 231,419,667 (H) 652,569 shares of Common Stock at $0.2247 per share; (F) 112,533,204 shares of New Series C Convertible Participating G Preferred Stock, of which 14,043 shares are issued and outstanding and are convertible into an aggregate of 14,043 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 per share. (ii) The Company has reserved 153,909,611 4,608,760 shares of Common Stock for issuance under its Qualified Stock Option Plan(s)Plan, under which 4,283,233 options to purchase 2,263,096 shares are outstanding at an average price of Common Stock are outstanding$0.57 per share. There are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. (iii) No stockholder In accordance with the Company's Articles of Incorporation, no shareholder of the Company has preemptive rights to purchase new issuances of the Company’s 's capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreementstock.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal Federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 1,300,000,000 4,969,453 shares of Common Stock, of which 172,464,420 4,969,453 shares are issued and outstanding, (B) 111,556,618 856,600 shares of New Series A Convertible Participating Preferred Stock, of which 111,556,618 856,600 shares are issued and outstanding and convertible into 856,600 shares of Common Stock, (C) 660,000 shares of Series B Preferred Stock, of which 660,000 shares are issued and outstanding and convertible into 660,000 shares of Common Stock, (D) 1,454,544 shares of Series C Preferred Stock, of which 1,454,544 shares are issued and outstanding and are convertible into an aggregate of 111,556,618 1,454,544 shares of Common Stock at $0.237 per shareStock, (CE) 114,541,708 2,720,000 shares of New Series A-1 Convertible Participating D Preferred Stock, of which 114,541,708 2,720,000 shares are issued and outstanding and are convertible into an aggregate of 114,541,708 2,720,000 shares of Common Stock at $0.237 per shareStock, (DF) 252,791,726 4,444,444 shares of New Series B Convertible Participating E Preferred Stock, of which 252,791,726 4,444,444 shares are issued and outstanding and are convertible into an aggregate of 252,791,726 4,444,444 shares of Common Stock at $0.2247 per share; Stock, (EG) 289,274,585 2,092,234 shares of New Series B-1 Convertible Participating F Preferred Stock, of which 231,419,667 2,092,234 shares are issued and outstanding and are convertible into an aggregate of 231,419,667 2,092,234 shares of Common Stock at $0.2247 per share; (F) 112,533,204 shares of New Series C Convertible Participating Preferred Stock, of which 14,043 shares are issued and outstanding and are convertible into an aggregate of 14,043 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 per share. (ii) The Company has reserved 153,909,611 3,725,067 shares of Common Stock for issuance under its Qualified Stock Option Plan(s)Plan, under which 3,263,370 options to purchase 2,263,096 shares are outstanding at an average price of Common Stock are outstanding$0.174 per share. There are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. (iii) No stockholder In accordance with the Company's Articles of Incorporation, no shareholder of the Company has preemptive rights to purchase new issuances of the Company’s 's capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreementstock.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any preferred stock and other securities of the Company have been duly authorized and validly issued issued, and all outstanding shares of capital stock of the Company are fully paid and nonassessablenon-assessable. All outstanding shares of Common Stock, Preferred Stock preferred stock and any other securities were issued in full compliance in all material respects with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:Warrant (i) The authorized capital of the Company consists of (A) 1,300,000,000 48,000,000 shares of Common Stock, of which 172,464,420 4,223,740 shares are issued and outstanding, and (B) 111,556,618 37,853,821 shares of New preferred stock of all series, of which (1) 13,332 shares have been designated as Series A Convertible Participating A-1 Preferred Stock, of which 111,556,618 all shares are issued and outstanding and are each such share is convertible into an aggregate of 111,556,618 shares approximately 0.25826 share of Common Stock at $0.237 per share, Stock; (C2) 114,541,708 3,771,020 shares of New have been designated as Series A-1 Convertible Participating B Preferred Stock, of which 114,541,708 3,624,650 shares are issued and outstanding and are each such share is convertible into an aggregate of 114,541,708 shares approximately 0.27626 share of Common Stock at $0.237 per share, Stock; (D3) 252,791,726 2,560,245 shares of New have been designated as Series B Convertible Participating B-1 Preferred Stock, of which 252,791,726 all shares are issued and outstanding and are each such share is convertible into an aggregate of 252,791,726 shares approximately 0.27626 share of Common Stock at $0.2247 per shareStock; (E4) 289,274,585 6,198,057 shares of New have been designated as Series B-1 Convertible Participating C Preferred Stock, of which 231,419,667 all shares are issued and outstanding and are each such share is convertible into an aggregate of 231,419,667 shares one (1) share of Common Stock at $0.2247 per shareStock; (F5) 112,533,204 14,740,000 shares of New have been designated as Series C Convertible Participating D Preferred Stock, of which 14,043 14,565,000 shares are issued and outstanding and are each such share is convertible into an aggregate of 14,043 shares one (1) share of Common Stock at $0.2696 per shareStock; and (G6) 54,380,742 6,562,232 shares of New have been designated as Series C-1 Convertible Participating E Preferred Stock, of which 21,496,661 all shares are issued and outstanding and are each such share is convertible into an aggregate of 21,496,661 shares one (1) share of Common Stock at $0.2696 per shareStock; (7) 4,008,935 shares have been designated as Series F Preferred Stock, of which 4,008,934 shares are issued and outstanding and each such share is convertible into one (1) share of Common Stock. (ii) The Company has reserved 153,909,611 6,672,151 shares of Common Stock in the aggregate for issuance under its 2004 Stock Option Plan(s)Incentive Plan and 2014 Stock Incentive Plan, under which options to purchase 2,263,096 4,648,362 shares of Common Stock are outstanding. There The Company has outstanding warrants to purchase an aggregate of 146,370 shares of its Series B Preferred Stock and warrants to purchase an aggregate of 175,000 shares of its Series D Preferred Stock. Other than as described in these clauses (i) and (ii), there are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities of the Company. Company (iii) No stockholder except for the Warrantholder’s rights pursuant to Section 8 of the Company has preemptive rights Loan Agreement and pursuant to purchase new issuances of the Company’s capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreementthis Warrant).

Issued Securities. All issued and outstanding shares of Common Stock, Series D Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this AgreementEffective Date: (i) The authorized capital of the Company consists of (A) 1,300,000,000 43,500,000 shares of Common Stock, of which 172,464,420 6,128,855 shares are issued and outstanding, (B) 111,556,618 2,461,600 shares of New Series A Convertible Participating Preferred Stock, of which 111,556,618 2,461,600 shares are issued and outstanding and are convertible into an aggregate of 111,556,618 2,461,600 shares of Common Stock at $0.237 per shareStock, (C) 114,541,708 6,458,000 shares of New Series A-1 B Convertible Participating Preferred Stock, of which 114,541,708 6,450,000 shares are issued and outstanding and are convertible into an aggregate of 114,541,708 6,450,000 shares of Common Stock at $0.237 per shareStock, (D) 252,791,726 3,520,000 shares of New Series B C Convertible Participating Preferred Stock, of which 252,791,726 3,520,000 shares are issued and outstanding and are convertible into an aggregate of 252,791,726 3,520,000 shares of Common Stock at $0.2247 per share; Stock, (E) 289,274,585 5,255,238 shares of New Series B-1 C-1 Convertible Participating Preferred Stock, of which 231,419,667 3,105,238 shares are issued and outstanding and are convertible into an aggregate of 231,419,667 3,105,238 shares of Common Stock at $0.2247 per share; Stock, (F) 112,533,204 7,249,412 shares of New Series C D Convertible Participating Preferred Stock, of which 14,043 6,773,640 shares are issued and outstanding and are convertible into an aggregate of 14,043 6,773,640 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 3,291,667 shares of New Series C-1 BRN Convertible Participating Preferred Stock, of which 21,496,661 583,333 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 729,167 shares of Common Stock at $0.2696 per shareStock. (ii) The Company has reserved 153,909,611 8,000,000 shares of Common Stock for issuance under its 2006 Stock Option Plan(s)Incentive Plan, under which options to purchase 2,263,096 an aggregate of 5,785,369 shares of Common Stock are outstanding. There Other than under the 2006 Stock Incentive Plan, a warrant to purchase an aggregate of 8,000 shares of Series B Convertible Preferred Stock, the Series C-1 Warrant and the preferred stock described in clause (i) above, there are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities of the Company. (iii) No Except as set forth in the Rights Agreement, no stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreementstock.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal Federal and state securities laws. In addition, addition as of the date immediately preceding the date of this AgreementEffective Date: (i) The authorized capital of the Company consists of (A) 1,300,000,000 17,000,000 shares of Common Stock, of which 172,464,420 2,564,561 shares are issued and outstanding, and (B) 111,556,618 11,843,801 shares of New preferred stock, of which 816,169 shares are designated Series A Convertible Participating Preferred Stock, all of which are issued and outstanding and are convertible into 816,169 shares of Common Stock; and 2,315,625 shares are designated Series B Convertible Preferred Stock, of which 111,556,618 2,265,625 shares are issued and outstanding and are convertible into an aggregate of 111,556,618 2,265,625 shares of Common Stock at $0.237 per share, (C) 114,541,708 Stock; 3,980,140 shares of New are designated Series A-1 C Convertible Participating Preferred Stock, 3,913,551 of which 114,541,708 shares are issued and outstanding and are convertible into an aggregate of 114,541,708 3,913,551 shares of Common Stock at $0.237 per share, (D) 252,791,726 Stock; 3,498,882 shares of New are designated Series B D Convertible Participating Preferred Stock, 3,405,624 of which 252,791,726 shares are issued and outstanding and are convertible into an aggregate of 252,791,726 3,405,624 -5- 6 shares of Common Stock at $0.2247 per share; (E) 289,274,585 Stock., and 1,232,985 shares of New are designated as Series B-1 E Convertible Participating Preferred Stockstock, 757,577 of which 231,419,667 shares are issued and outstanding and are convertible into an aggregate of 231,419,667 shares of Common Stock at $0.2247 per share; (F) 112,533,204 shares of New Series C Convertible Participating Preferred Stock, of which 14,043 shares are issued and outstanding and are convertible into an aggregate of 14,043 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 per shareoutstanding. (ii) The Company has reserved 153,909,611 1,985,458 shares of Common Stock for issuance Issuance under its 1994 Stock Option Plan(s)Plan, under which options to purchase 2,263,096 1,427,635 stares have been granted, of which 147,992 shares have been issued and of Common Stock which options to purchase 1,240,134 shares are outstandingoutstanding at an average price of $21 per share. There Except for this Warrant Agreement and the Warrant Agreements dated as of May 1, 1995 (and reissued as of August 19,1998), August 21, 1996 (and reissued as of August 19, 1998), June 6, 1997, February 26, 1998, October 16, 1999 and October 19, 1998 between Comdisco, Inc. and the Company and the Warrant Agreements originally dated as of August 21, 1996 (and reissued as of August 19,1998) and dated as of May 1, 1995 (and reissued as of August 19, 1998) between Grexxxx Xxxxxx xxd the Company, and except as set forth in this paragraph (d), there are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. (iii) No stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreement.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal Federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 1,300,000,000 17,000,000 shares of Common Stock, of which 172,464,420 2,470,180 shares are issued and outstanding, and (B) 111,556,618 11,793,801 shares of New preferred stock, of which 816,169 shares are designated Series A Convertible Participating Preferred Stock, all of which are issued and outstanding and are convertible into 816,169 shares of Common Stock; and 2,315,625 shares are designated Series B Convertible Preferred Stock, of which 111,556,618 2,265,625 shares are issued and outstanding and are convertible into an aggregate of 111,556,618 2,265,625 shares of Common Stock at $0.237 per share, (C) 114,541,708 Stock; and 3,980,140 shares of New are designated Series A-1 C Convertible Participating Preferred Stock, 3,913,551 of which 114,541,708 shares are issued and outstanding and are convertible into an aggregate of 114,541,708 3,913,551 shares of Common Stock at $0.237 per share, (D) 252,791,726 Stock; 3,498,882 shares of New are designated Series B D Convertible Participating Preferred Stock, 3,405,624 of which 252,791,726 shares are issued and outstanding and are convertible into an aggregate of 252,791,726 3,405,624 shares of Common Stock at $0.2247 per share; (E) 289,274,585 Stock, and 1,182,985 shares of New are designated as Series B-1 E Convertible Participating Preferred Stock, 757,577 of which 231,419,667 shares are issued and outstanding and are convertible into an aggregate of 231,419,667 shares of Common Stock at $0.2247 per share; (F) 112,533,204 shares of New Series C Convertible Participating Preferred Stock, of which 14,043 shares are issued and outstanding and are convertible into an aggregate of 14,043 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 per shareoutstanding. (ii) The Company has reserved 153,909,611 1,385,458 shares of Common Stock for issuance under its 1994 Stock Option Plan(s)Plan, under which options to purchase 2,263,096 1,376,935 shares have been granted, of Common Stock which 136,801 shares have been issued and of which 1,240,134 shares are outstandingoutstanding at an average price of $.21 per share. There Except for this Warrant Agreement and the Warrant Agreements dated as of May 1, 1995 (and reissued as of August 19, 1998), August 21, 1996 (and reissued as of August 19, 1998), June 6, 1997 and February 28, 1998 between Comdisco, Inc. and the Company and the Warrant Agreements originally dated as of August 21, 1996 (and reissued as of August 19, 1998) and dated as of May 1, 1995 (and reissued as of August 19, 1998) between Gregory Stento and Comdisco, Inc., and except as set forth in this pxxxxxxxx (x), there are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. (iii) No stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreement.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal Federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 1,300,000,000 17,000,000 shares of Common Stock, of which 172,464,420 2,470,180 shares are issued and outstanding, and (B) 111,556,618 11,793,801 shares of New preferred stock, of which 816,169 shares are designated Series A Convertible Participating Preferred Stock, all of which are issued and outstanding and are convertible into 816,169 shares of Common Stock; and 2,315,625 shares are designated Series B Convertible Preferred Stock, of which 111,556,618 2,265,625 shares are issued and outstanding and are convertible into an aggregate of 111,556,618 2,265,625 shares of Common Stock at $0.237 per share, (C) 114,541,708 Stock; 3,980,140 shares of New are designated Series A-1 C Convertible Participating Preferred Stock, 3,913,551 of which 114,541,708 shares are issued and outstanding and are convertible into an aggregate of 114,541,708 3,913,551 shares of Common Stock at $0.237 per share, (D) 252,791,726 Stock; 3,498,882 shares of New are designated Series B D Convertible Participating Preferred Stock, 3,405,624 of which 252,791,726 shares are issued and outstanding and are convertible into an aggregate of 252,791,726 3,405,624 shares of Common Stock at $0.2247 per shareStock; (E) 289,274,585 and 1,182,985 shares of New are designated as Series B-1 E Convertible Participating Preferred Stock, 757,577 of which 231,419,667 shares are issued and outstanding and are convertible into an aggregate of 231,419,667 shares of Common Stock at $0.2247 per share; (F) 112,533,204 shares of New Series C Convertible Participating Preferred Stock, of which 14,043 shares are issued and outstanding and are convertible into an aggregate of 14,043 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 per shareoutstanding. (ii) The Company has reserved 153,909,611 1,385,458 shares of Common Stock for issuance under its 1994 Stock Option Plan(s)Plan, under which options to purchase 2,263,096 1,376,935 shares have been granted, of Common Stock which 136,801 shares have been issued and of which 1,240,134 shares are outstandingoutstanding at an average price of $.21 per share. There Except for this Warrant Agreement and the Warrant Agreements dated as of May 1, 1995 (and reissued as of August 19, 1998), August 21, 1996 (and reissued as of August 19, 1998), June 6, 1997, and February 28, 1998 between Comdisco, Inc. and the Company and the Warrant Agreements originally dated as of August 21, 1996 (and reissued as of August 19, 1998) and dated as of May 1, 1995 (and reissued as of August 19, 1998) between Gregory Stento and Comdisco, Inc., and except as set forth in this pxxxxxxxx (x), there are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. (iii) No stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreement.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any preferred stock and other securities of the Company have been duly authorized and validly issued issued, and all outstanding shares of capital stock of the Company are fully paid and nonassessablenon-assessable. All outstanding shares of Common Stock, Preferred Stock preferred stock and any other securities were issued in full compliance in all material respects with all federal and state securities laws. In addition, as of the date immediately preceding the date of this AgreementWarrant: (i) The authorized capital of the Company consists of (A) 1,300,000,000 60,000,000 shares of Common Stock, of which 172,464,420 4,449,990 shares are issued and outstanding, and (B) 111,556,618 50,776,054 shares of New preferred stock of all series, of which (1) 13,332 shares have been designated as Series A Convertible Participating A-l Preferred Stock, of which 111,556,618 all shares are issued and outstanding and are each such share is convertible into an aggregate of 111,556,618 shares approximately 0.25826 share of Common Stock at $0.237 per share, Stock; (C2) 114,541,708 3,771,020 shares of New have been designated as Series A-1 Convertible Participating B Preferred Stock, of which 114,541,708 3,624,650 shares are issued and outstanding and are each such share is convertible into an aggregate of 114,541,708 shares approximately 0.27626 share of Common Stock at $0.237 per share, Stock; (D3) 252,791,726 2,560,245 shares of New have been designated as Series B Convertible Participating X-x Preferred Stock, of which 252,791,726 all shares are issued and outstanding and are each such share is convertible into an aggregate of 252,791,726 shares approximately 0.27626 share of Common Stock at $0.2247 per shareStock; (E4) 289,274,585 6,198,057 shares of New have been designated as Series B-1 Convertible Participating C Preferred Stock, of which 231,419,667 all shares are issued and outstanding and are each such share is convertible into an aggregate of 231,419,667 shares one (1) share of Common Stock at $0.2247 per shareStock; (F5) 112,533,204 14,740,000 shares of New have been designated as Series C Convertible Participating D Preferred Stock, of which 14,043 14,565,000 shares are issued and outstanding and are each such share is convertible into an aggregate of 14,043 shares one (1) share of Common Stock at $0.2696 per shareStock; and (G6) 54,380,742 6,562,232 shares of New have been designated as Series C-1 Convertible Participating E Preferred Stock, of which 21,496,661 all shares are issued and outstanding and are each such share is convertible into an aggregate of 21,496,661 shares one (1) share of Common Stock at $0.2696 per shareStock; (7) 16,931,168 shares have been designated as Series F Preferred Stock, of which 16,880,624 shares are issued and outstanding and each such share is convertible into one (1) share of Common Stock. (ii) The Company has reserved 153,909,611 6,672,151 shares of Common Stock in the aggregate for issuance under its 2014 Stock Option Plan(sIncentive Plan. Options to purchase 4,624,455 shares are outstanding under the Company’s 2004 Stock Incentive Plan and 2014 Stock Incentive Plan. No additional shares are issuable under the Company’s 2004 Stock Incentive Plan. The Company has outstanding warrants to purchase an aggregate of 146,370 shares of its Series B Preferred Stock, warrants to purchase an aggregate of 175,000 shares of its Series D Preferred Stock and warrants to purchase an aggregate of 16,476 shares of its Series F Preferred Stock. The Company also has one option outstanding to purchase 30,000 shares of its Common Stock which was issued outside the 2014 Stock Incentive Plan. Other than as described in these clauses (i) and (ii), under which options to purchase 2,263,096 shares of Common Stock are outstanding. There there are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities of the Company. Company (iii) No stockholder except for the Warrantholder’s rights pursuant to Section 8 of the Company has preemptive rights Loan Agreement and pursuant to purchase new issuances of the Company’s capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreementthis Warrant).

Issued Securities. All issued and outstanding shares of Common Stock, . ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued Issued and are fully paid and nonassessable. All outstanding shares of Common Stocktock, Preferred Stock and any other securities were issued Issued in full compliance with all federal Federal and state securities laws. In addition, as of the date immediately preceding the date of this AgreementAugust 10. 1999: (i) The authorized capital of the Company consists of (A) 1,300,000,000 20,500,000 shares of Common Stock, of which 172,464,420 5,320,246 shares are issued and outstanding, (B) 111,556,618 2,042,000 shares of New Series A Convertible Participating Preferred Stock, of which 111,556,618 2,000,000 are issued and outstanding and are convertible into 2,000,000 shares of Common Stock at a price of $0.50 per share, (C) 2,272,854 shares of Series B Preferred Stock, of which 2,202,854 shares are issued and outstanding and are convertible Into 2,202.854 shares of Common Stock at a price of $0.70 per share, (D) 2,957,B43 shares of Series C Preferred Stock, of which 2,944,460 shares are issued and outstanding and are convertible into an aggregate of 111,556,618 2,944,460 shares of Common Stock at a price of $0.237 1.87 per share, (CE) 114,541,708 2,936,960 shares of New Series A-1 Convertible Participating D Preferred Stock, of which 114,541,708 2,782,244 shares are issued and outstanding and are convertible into an aggregate of 114,541,708 2,782,244 shares of Common Stock at a price of $0.237 3.49 per share, and (DF) 252,791,726 3,000,000 shares of New Series B Convertible Participating E Preferred Stock, of which 252,791,726 3,000,000 shares are issued and outstanding and are convertible into an aggregate of 252,791,726 3,000,000 shares of Common Stock at a price of $0.2247 per share; (E) 289,274,585 shares of New Series B-1 Convertible Participating Preferred Stock, of which 231,419,667 shares are issued and outstanding and are convertible into an aggregate of 231,419,667 shares of Common Stock at $0.2247 per share; (F) 112,533,204 shares of New Series C Convertible Participating Preferred Stock, of which 14,043 shares are issued and outstanding and are convertible into an aggregate of 14,043 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 4.00 per share. (ii) The As of August 10. 1999, the Company has reserved 153,909,611 5.775,292 shares of Common Stock for issuance Issuance under its 1998 Stock Option Plan(s), Plan. under which 1,618,772 options to purchase 2,263,096 shares are outstanding at an average price of Common Stock are outstanding$1.82 per share. There are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company., except for Warrants A, B, C and D. (iii) No stockholder In accordance with the Company's certified Articles of Incorporation, no shareholder of the Company has preemptive rights to purchase new issuances of the Company’s 's capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreementstock.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any and other securities of the Company have been duly authorized and validly issued issued, and all outstanding shares of capital stock of the Company are fully paid and nonassessablenon-assessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance in all material respects with all federal and state securities laws. In addition, as of the date immediately preceding the date of this AgreementWarrant: (i) The authorized capital stock of the Company immediately prior to the Closing consists of (Ai) 1,300,000,000 33,000,000 shares of Common Stock, 3,386,640 of which 172,464,420 shares are issued and outstandingoutstanding as of immediately prior to the Closing and (ii) 28,282,654 shares of Preferred Stock, $0.0001 par value per share (the “Preferred Stock”‘), of which (A) 13,332 shares have been designated as Series A-l Preferred Stock, $0.0001 par value per share (“Series A Preferred”), all of which are issued and outstanding as of immediately prior to the Closing, (B) 111,556,618 3,771,020 shares of New have been designated as Series A Convertible Participating Preferred StockB Preferred, 3,624,650 of which 111,556,618 shares are issued and outstanding and are convertible into an aggregate as of 111,556,618 shares of Common Stock at $0.237 per shareimmediately prior to the Closing, (C) 114,541,708 2,560,245 shares of New have been designated as Series A-1 Convertible Participating Preferred StockX-x Preferred, all of which 114,541,708 shares are issued and outstanding and are convertible into an aggregate as of 114,541,708 shares of Common Stock at $0.237 per shareimmediately prior to the Closing, (D) 252,791,726 6,198,057 shares of New have been designated as Series B Convertible Participating Preferred StockC Preferred, all of which 252,791,726 shares are issued and outstanding as of immediately prior to the Closing and are convertible into an aggregate of 252,791,726 shares of Common Stock at $0.2247 per share; (E) 289,274,585 15,740,000 shares of New have been designated as Series B-1 Convertible Participating Preferred StockD Preferred, none of which 231,419,667 shares are issued and or outstanding and are convertible into an aggregate as of 231,419,667 shares of Common Stock at $0.2247 per share; (F) 112,533,204 shares of New Series C Convertible Participating Preferred Stock, of which 14,043 shares are issued and outstanding and are convertible into an aggregate of 14,043 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 per shareimmediately prior to the Closing. (ii) The Company has reserved 153,909,611 4,158,868 shares of Common Stock in the aggregate for issuance under its Stock Option Plan(s)2004 stock incentive plan collectively, under which options to purchase 2,263,096 2,331,446 shares are outstanding. The Company has outstanding warrants to purchase an aggregate of 30,000 shares of Common Stock are outstandingand warrants to purchase an aggregate of 146,370 shares of its Series B Preferred Stock. There Other than as described in this clause (ii) and this Agreement, there are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities of the Company. (iii) No stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreement.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this AgreementEffective Date: (i) The authorized capital of the Company consists of (A) 1,300,000,000 85,000,000 shares of Common Stock, of which 172,464,420 3,278,375 shares are issued and outstanding, outstanding and (B) 111,556,618 140,285,871 shares of New Series A Convertible Participating Preferred Stock, of which 111,556,618 (a) 1,995,411 shares are designated Series A Preferred Stock, of which 1,969,010 shares are issued and outstanding and are convertible into an aggregate of 111,556,618 14,815,608 shares of Common Stock at $0.237 0.9941 per share, (Cb) 114,541,708 27,886,160 shares of New are designated Series A-1 B Convertible Participating Preferred Stock, including 14,648,570 shares which are further designated Series B-2 Convertible Preferred Stock, of which 114,541,708 an aggregate of 25,446,430 shares are issued and outstanding and are convertible into an aggregate of 114,541,708 39,390,212 shares of Common Stock at $0.237 0.56 per share, (Dc) 252,791,726 16,180,666 shares of New are designated Series B C Convertible Participating Preferred Stock, including 12,693,013 shares which are further designated Series C-2 Convertible Preferred Stock, of which 252,791,726 an aggregate of 16,049,570 shares are issued and outstanding and are convertible into an aggregate of 252,791,726 20,696,713 shares of Common Stock at $0.2247 0.7489 per share; , (Ed) 289,274,585 6,123,619 shares of New are designated Series B-1 D Convertible Participating Preferred Stock, including 5,258,432 shares which are further designated Series D-2 Convertible Preferred Stock, of which 231,419,667 an aggregate of 6,123,619 shares are issued and outstanding and are convertible into an aggregate of 231,419,667 9,919,088 shares of Common Stock at $0.2247 0.6423 per share; , and (Fe) 112,533,204 55,500,000 shares of New are designated Series C E Convertible Participating Preferred Stock, of which 14,043 an aggregate of 46,681,517 shares are issued and outstanding and are convertible into an aggregate of 14,043 46,681,517 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 0.2806 per share. (ii) The Company has reserved 153,909,611 (A) 18,871,677 shares of Common Stock for issuance under its Stock Option Plan(s), under which 14,026,686 options to purchase 2,263,096 are outstanding, (B) 198,650 shares of Common Stock are outstandingfor issuance upon exercise and conversion of Warrants to purchase Series A Preferred Stock (C) 3,084,451 shares of Common Stock for issuance upon exercise and conversion of Warrants to purchase Series B Convertible Preferred Stock and Series B-2 Convertible Preferred Stock, (D) 133,534 shares of Common Stock for issuance upon exercise and conversion of Series C Convertible Preferred Stock and (E) 6,790,802 shares of Common Stock for issuance upon exercise and conversion of Series E Convertible Preferred Stock. There are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities of the Company. (iii) No stockholder of the . The Company has preemptive rights no outstanding loans to purchase new issuances any employee, officer or director of the Company’s capital stock under the Charter. Certain stockholders of , and the Company have preemptive rights agrees not to purchase new issuances enter into any such loan or otherwise guarantee the payment of the Company’s capital stock any loan made to an employee, officer or other securities under the ROFR Agreementdirector by a third party.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal Federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 1,300,000,000 17,000,000 shares of Common Stock, of which 172,464,420 2,470,180 shares are issued and outstanding, and (B) 111,556,618 11,793,801 shares of New preferred stock, of which 816,169 shares are designated Series A Convertible Participating Preferred Stock, all of which are issued and outstanding and are convertible into 816,169 shares of Common Stock; and 2,315,625 shares are designated Series B Convertible Preferred Stock, of which 111,556,618 2,265,625 shares are issued and outstanding and are convertible into an aggregate of 111,556,618 2,265,625 shares of Common Stock at $0.237 per share, (C) 114,541,708 Stock; 3,980,140 shares of New are designated Series A-1 C Convertible Participating Preferred Stock, 3,913,551 of which 114,541,708 shares are issued and outstanding and are convertible into an aggregate of 114,541,708 3,913,551 shares of Common Stock at $0.237 per share, (D) 252,791,726 Stock; 3,498,882 shares of New are designated Series B D Convertible Participating Preferred Stock, 3,405,624 of which 252,791,726 shares are issued and outstanding and are convertible into an aggregate of 252,791,726 3,405,624 shares of Common Stock at $0.2247 per shareStock; (E) 289,274,585 and 1,182,985 shares of New are designated as Series B-1 E Convertible Participating Preferred Stock, 757,577 of which 231,419,667 shares are issued and outstanding and are convertible into an aggregate of 231,419,667 shares of Common Stock at $0.2247 per share; (F) 112,533,204 shares of New Series C Convertible Participating Preferred Stock, of which 14,043 shares are issued and outstanding and are convertible into an aggregate of 14,043 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 per shareoutstanding. (ii) The Company has reserved 153,909,611 1,385,458 shares of Common Stock for issuance under its 1994 Stock Option Plan(s)Plan, under which options to purchase 2,263,096 1,376,935 shares have been granted, of Common Stock which 136,801 shares have been issued and of which 1,240,134 shares are outstandingoutstanding at an average price of $.21 per share. There Except for this Warrant Agreement and the Warrant Agreements dated as of May 1, 1995 (and reissued as of August 19, 1998), August 21, 1996 (and reissued as of August 19, 1998), June 6, 1997, and February 28, 1998 between Comdisco, Inc. and the Company and the Warrant Agreements originally dated as of August 21, 1996 (and reissued as of August 19, 1998) and dated as of May 1, 1995 (and reissued as of August 19, 1998) between Grexxxx Xxxxxx xxd Comdisco, Inc., and except as set forth in this paragraph (d), there are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. (iii) No stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreement.

Issued Securities. 3 All issued and outstanding shares of Common Stock, Preferred Stock preferred stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock preferred stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 1,300,000,000 [134,000,000] shares of Common Stock, of which 172,464,420 [9,152,544] shares are issued and outstanding, ; (B) 111,556,618 [11,398,694] shares of New Series A Convertible Participating Preferred Stockpreferred stock, $0.001 par value per share, of which 111,556,618 [11,302,758] shares are issued and outstanding and are convertible into an aggregate of 111,556,618 [11,302,758] shares of Common Stock at [$0.237 0.886] per share; (C) [32,526,878] shares of 3 Note: To be updated with each warrant issuance. 30 Series B preferred stock, $0.001 par value per share, (C) 114,541,708 shares of New Series A-1 Convertible Participating Preferred Stock, of which 114,541,708 [32,526,878] shares are issued and outstanding and are convertible into an aggregate of 114,541,708 [32,526,878] shares of Common Stock at [$0.237 0.93] per share; (D) [35,806,451] shares of Series C preferred stock, $0.001 par value per share, (D) 252,791,726 shares of New Series B Convertible Participating Preferred Stock, of which 252,791,726 [35,806,451] shares are issued and outstanding and are convertible into an aggregate of 252,791,726 [35,806,451] shares of Common Stock at [$0.2247 1.55] per share; and (E) 289,274,585 [24,500,000] shares of New Series B-1 Convertible Participating Preferred StockD preferred stock, $0.001 par value per share, of which 231,419,667 [24,493,615] shares are issued and outstanding and are convertible into an aggregate of 231,419,667 [24,493,615] shares of Common Stock at [$0.2247 per share; (F) 112,533,204 shares of New Series C Convertible Participating Preferred Stock, of which 14,043 shares are issued and outstanding and are convertible into an aggregate of 14,043 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 2.35] per share. (ii) The Company issued a warrant dated August 9, 2013 exercisable for 95,936 shares of Series A preferred stock. (iii) The Company has reserved 153,909,611 [18,040,000] shares of Common Stock for issuance under its Stock Option Plan(sstock option plan(s), under which options to purchase 2,263,096 [14,115,728] shares of Common Stock are outstanding. There Except as noted in clause (i) above, there are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities of the Company. (iiiiv) No stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock under stock, other than pursuant to the Charter. Certain stockholders of Investor Rights Agreement (as defined below) and the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Loan Agreement.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal Federal and state securities laws. In addition, addition as of the date immediately preceding the date of this AgreementEffective Date: (i) The authorized capital of the Company consists of (A) 1,300,000,000 17,000,000 shares of Common Stock, of which 172,464,420 2,564,561 shares are issued and outstanding, and (B) 111,556,618 11,843,801 shares of New preferred stock, of which 816,169 shares are designated Series A Convertible Participating Preferred Stock, all of which are issued and outstanding and are convertible into 816,169 shares of Common Stock; and 2,315,625 shares are designated Series B Convertible Preferred Stock, of which 111,556,618 2,265,625 shares are issued and outstanding and are convertible into an aggregate of 111,556,618 2,265,625 shares of Common Stock at $0.237 per share, (C) 114,541,708 Stock; 3,980,140 shares of New are designated Series A-1 C Convertible Participating Preferred Stock, 3,913,551 of which 114,541,708 shares are issued and outstanding and are convertible into an aggregate of 114,541,708 3,913,551 shares of Common Stock at $0.237 per share, (D) 252,791,726 Stock; 3,498,882 shares of New are designated Series B D Convertible Participating Preferred Stock, 3,405,624 of which 252,791,726 shares are issued and outstanding and are convertible into an aggregate of 252,791,726 3,405,624 shares of Common Stock at $0.2247 per share; (E) 289,274,585 Stock., and 1,232,985 shares of New are designated as Series B-1 E Convertible Participating Preferred Stockstock, 757,577 of which 231,419,667 shares are issued and outstanding and are convertible into an aggregate of 231,419,667 shares of Common Stock at $0.2247 per share; (F) 112,533,204 shares of New Series C Convertible Participating Preferred Stock, of which 14,043 shares are issued and outstanding and are convertible into an aggregate of 14,043 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 per shareoutstanding. (ii) The Company has reserved 153,909,611 1,985,458 shares of Common Stock for issuance Issuance under its 1994 Stock Option Plan(s)Plan, under which options to purchase 2,263,096 1,427,635 stares have been granted, of which 147,992 shares have been issued and of Common Stock which options to purchase 1,240,134 shares are outstandingoutstanding at an average price of $21 per share. There Except for this Warrant Agreement and the Warrant Agreements dated as of May 1, 1995 (and reissued as of August 19,1998), August 21, 1996 (and reissued as of August 19, 1998), June 6, 1997, February 26, 1998, October 16, 1999 and October 19, 1998 between Comdisco, Inc. and the Company and the Warrant Agreements originally dated as of August 21, 1996 (and reissued as of August 19,1998) and dated as of May 1, 1995 (and reissued as of August 19, 1998) between Gregory Stento and the Company, and except as set forth in this paraxxxxx (x), xxxre are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. (iii) No stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreement.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal Federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement: (i) The authorized capital of the Company consists of (A) 1,300,000,000 17,000,000 shares of Common Stock, of which 172,464,420 2,470,180 shares are issued and outstanding, and (B) 111,556,618 11,793,801 shares of New preferred stock, of which 816,169 shares are designated Series A Convertible Participating Preferred Stock, all of which are issued and outstanding and are convertible into 816,169 shares of Common Stock; and 2,315,625 shares are designated Series B Convertible Preferred Stock, of which 111,556,618 2,265,625 shares are issued and outstanding and are convertible into an aggregate of 111,556,618 2,265,625 shares of Common Stock at $0.237 per share, (C) 114,541,708 Stock; and 3,980,140 shares of New are designated Series A-1 C Convertible Participating Preferred Stock, 3,913,551 of which 114,541,708 shares are issued and outstanding and are convertible into an aggregate of 114,541,708 3,913,551 shares of Common Stock at $0.237 per share, (D) 252,791,726 Stock; 3,498,882 shares of New are designated Series B D Convertible Participating Preferred Stock, 3,405,624 of which 252,791,726 shares are issued and outstanding and are convertible into an aggregate of 252,791,726 3,405,624 shares of Common Stock at $0.2247 per share; (E) 289,274,585 Stock, and 1,182,985 shares of New are designated as Series B-1 E Convertible Participating Preferred Stock, 757,577 of which 231,419,667 shares are issued and outstanding and are convertible into an aggregate of 231,419,667 shares of Common Stock at $0.2247 per share; (F) 112,533,204 shares of New Series C Convertible Participating Preferred Stock, of which 14,043 shares are issued and outstanding and are convertible into an aggregate of 14,043 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 per shareoutstanding. (ii) The Company has reserved 153,909,611 1,385,458 shares of Common Stock for issuance under its 1994 Stock Option Plan(s)Plan, under which options to purchase 2,263,096 1,376,935 shares have been 6 7 granted, of Common Stock which 136,801 shares have been issued and of which 1,240,134 shares are outstandingoutstanding at an average price of $.21 per share. There Except for this Warrant Agreement and the Warrant Agreements dated as of May 1, 1995 (and reissued as of August 19, 1998), August 21, 1996 (and reissued as of August 19, 1998), June 6, 1997 and February 28, 1998 between Comdisco, Inc. and the Company and the Warrant Agreements originally dated as of August 21, 1996 (and reissued as of August 19, 1998) and dated as of May 1, 1995 (and reissued as of August 19, 1998) between Grexxxx Xxxxxx xxd Comdisco, Inc., and except as set forth in this paragraph (d), there are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s 's capital stock or other securities of the Company. (iii) No stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreement.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this AgreementEffective Date: (i) The authorized capital of the Company consists of (A) 1,300,000,000 308,000,000 shares of Common Stock, of which 172,464,420 8,679,620 shares are issued and outstanding, and (B) 111,556,618 213,912,542 shares of New Preferred Stock, consisting of (i) 1,875,000 shares designated as Series A Convertible Participating Preferred Stock, of which 111,556,618 1,875,000 shares are issued and outstanding and are convertible into an aggregate of 111,556,618 2,298,753 shares of Common Stock at $0.237 0.261 per share, (Cii) 114,541,708 9,672,442 shares of New designated as Series A-1 Convertible Participating B Preferred Stock, of which 114,541,708 9,672,442 shares are issued and outstanding and are convertible into an aggregate of 114,541,708 18,358,296 shares of Common Stock at $0.237 0.349 per share, (Diii) 252,791,726 12,065,100 shares of New designated as Series B Convertible Participating C Preferred Stock, of which 252,791,726 11,675,878 shares are issued and outstanding and are convertible into an aggregate of 252,791,726 29,353,159 shares of Common Stock at $0.2247 0.511 per share; , (Eiv) 289,274,585 115,300,000 shares of New designated as Series B-1 Convertible Participating D Preferred Stock, of which 231,419,667 111,071,231 shares are issued and outstanding and are convertible into an aggregate of 231,419,667 111,071,231 shares of Common Stock at $0.2247 0.235 per share; , and (Fv) 112,533,204 75,000,000 shares of New designated as Series C Convertible Participating E Preferred Stock, of which 14,043 67,471,300 shares are issued and outstanding and are convertible into an aggregate of 14,043 67,471,300 shares of Common Stock at $0.2696 per share; and (G) 54,380,742 shares of New Series C-1 Convertible Participating Preferred Stock, of which 21,496,661 shares are issued and outstanding and are convertible into an aggregate of 21,496,661 shares of Common Stock at $0.2696 0.68 per share. (ii) The Company has reserved 153,909,611 68,400,797 shares of Common Stock for issuance under its Stock Option Plan(s), under which 56,194,592 options to purchase 2,263,096 shares of Common Stock are outstanding. There are no other options, warrants, conversion privileges or, except as set forth in the ROFR Agreement, or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities of the Company, except (a) warrants to purchase 100,000 shares of Common Stock, (b) warrants to purchase 100,000 shares of Series C Preferred Stock which are convertible into 251,400 shares of Common Stock at $0.511 per share, and (c) warrants to purchase 1,470,588 shares of Series E Preferred Stock which are convertible into 1,470,588 shares of Common Stock at $0.68 per share. The Company has no outstanding loans to any employee, officer or director of the Company, and the Company agrees not to enter into any such loan or otherwise guarantee the payment of any loan made to an employee, officer or director by a third party. (iii) No Except as set forth in the Company’s Amended and Restated Investors’ Rights Agreement, as amended from time to time (the “Rights Agreement”), no stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock under the Charter. Certain stockholders of the Company have preemptive rights to purchase new issuances of the Company’s capital stock or other securities under the ROFR Agreementstock.