Issuer Capitalization. As of March 31, 2024, the authorized share capital of the Issuer is US$50,000 divided into 25,000,000,000 ordinary shares with a par value of US$0.000002 each, comprised of (a) 20,000,000,000 Class A Ordinary Shares, of which (i) 2,101,799,932 are issued and outstanding, (ii) 295,384,619 authorized but unissued Class A Ordinary Shares have been re-designated as 295,384,619 senior preferred shares with a par value of US$0.000002 each pursuant to a Certificate of Designation dated November 30, 2021, all of which are issued and outstanding and of which the currently effective conversion price is US$0.8125 per Class A Ordinary Share, (b) 5,000,000,000 Class B ordinary shares with a par value of US$0.000002 each, of which 144,778,552 are issued and outstanding. To the Knowledge of the Seller, there are (x) 66,695,568 granted Company Options, of which 2,558,520 are vested yet not exercised and 158,048 are unvested, and (y) such number of granted Company RSUs representing 155,685,944 Class A Ordinary Shares (excluding any granted Company RSUs that were subsequently canceled), of which such number of granted Company RSUs representing 88,850,112 Class A Ordinary Shares are vested and such number of granted Company RSUs representing 66,835,832 Class A Ordinary Shares are unvested, in each case of (x) and (y), issued and outstanding as of March 31, 2024, and as of March 31, 2024, except as described in this Section 3.9, there are no outstanding warrants, convertible debt or other instruments issued, authorized or reserved by the Issuer that are convertible or exchangeable into share capital of the Issuer.
Issuer Capitalization. Except as set forth in Schedule 4.4(f)(i) of the Buyer Disclosure Schedules, as of the Closing, the authorized capital stock of the Issuer consists of 2,000 shares of common stock, par value $0.01 per share, consisting of 1,000 shares of Voting Common Stock (the “Issuer Voting Common Stock”) and 1,000 shares of Non-Voting Common Stock (the “Issuer Non-Voting Common Stock” and, together with the Issuer Voting Common Stock, the “Issuer Common Stock”), of which 99.8066159 shares of Issuer Voting Common Stock are issued and outstanding and 5.4565420 shares of Issuer Non-Voting Common Stock are issued and outstanding. Except as set forth in Schedule 4.4(f)(i) of the Buyer Disclosure Schedules, the Issuer has not issued or agreed to issue any: (i) share of capital stock or other equity or ownership interest; (ii) option, warrant or interest convertible into or exchangeable or exercisable for the purchase of shares of capital stock or other equity or ownership interests; (iii) stock appreciation right, phantom stock, interest in the ownership or earnings of the Issuer or other equity equivalent or equity-based award or right; or (iv) bond, debenture or other Indebtedness having the right to vote or convertible or exchangeable for securities having the right to vote. Upon the Buyer’s receipt of the Shares, the Consideration Shares being issued to the Seller will be duly authorized, validly issued, fully paid and nonassessable, free and clear of any Encumbrance other than Encumbrances created by the Seller or the Securityholders Agreement, and will represent five percent (5%) of the issued and outstanding Issuer Common Stock. A true and correct copy of the capitalization table of each of the Issuer and each other Subsidiary of Issuer (including Buyer) is set forth on Schedule 4.4(f)(ii) of the Buyer Disclosure Schedules.
