Common use of Options, Warrants and Rights Clause in Contracts

Options, Warrants and Rights. Under the 2011 EIP, as of the Agreement Date, 3,204,566 shares of Company Common Stock subject to outstanding Company Options have been granted and remain outstanding. Under the 2015 Stock Plan, as of the Agreement Date, 2,584,955 shares of Company Common Stock subject to outstanding Company Options have been granted and remain outstanding. Schedule 3.4(b)-1 of the Company Disclosure Letter sets forth as of the Agreement Date, for each outstanding Company Option, (i) the name of the holder of such Company Option, (ii) the exercise price per share of such Company Option, (iii) the number of shares covered by such Company Option, (iv) the vesting schedule and expiration date for such Company Option, (v) whether such Company Option is an incentive stock option or non-statutory stock option under the Code, and (vi) whether such Company Option is subject to any acceleration terms and a description of such terms (if any). Schedule 3.4(b)-2 of the Company Disclosure Letter sets forth as of the Agreement Date, for each Company Warrant (including, solely for purposes of this Section 3.4(b), Out-of-the-Money Warrants), (i) the name of the holder of such Company Warrant, (ii) the exercise price per share of such Company Warrant, (iii) the number and kind of shares covered by such Company Warrant, (iv) the vesting schedule and expiration date for such Company Warrant, and (v) whether such Company Warrant is subject to any acceleration terms and a description of such terms (if any). Complete and correct copies of each Company Option Plan, the standard agreement under each such Company Option Plan and each Company Warrant have been delivered by the Company to Parent’s legal counsel. All Company Options and Company Warrants have been issued and granted in material compliance with Applicable Law and all requirements set forth in applicable Contracts. Schedule 3.4(b)-3 of the Company Disclosure Letter sets forth as of the Agreement Date all Promised Options.

Options, Warrants and Rights. Under The Company has reserved an aggregate of 18,624,407 shares of Company Common Stock for issuance pursuant to the 2011 EIP, Company Option Plan (including shares subject to outstanding Company Options). A total of 10,418,950 shares of Company Common Stock are subject to outstanding Company Options as of the Agreement Date, 3,204,566 shares of Company Common Stock subject to outstanding Company Options have been granted and remain outstanding. Under the 2015 Stock Plan, as of the Agreement Date, 2,584,955 shares of Company Common Stock subject to outstanding Company Options have been granted and remain outstanding. Schedule 3.4(b)-1 of the Company Disclosure Letter sets forth as of the Agreement Date, for each outstanding Company Option, (i) the name of the holder of such Company Option, (ii) the exercise price per share of such Company Option, (iii) the number of shares covered by such Company Option, (iv) the vesting schedule and expiration date for such Company Option, (v) whether such Company Option is an incentive stock option or non-statutory stock option under the Code, Code and (vi) whether such Company Option is subject to any acceleration terms and a description of such terms (if any)was granted under the Company Option Plan. Schedule 3.4(b)-2 of the Company Disclosure Letter sets forth as of the Agreement Date, for each Company Warrant (including, solely for purposes of this Section 3.4(b), Out-of-the-Money Warrants)Warrant, (iA) the name of the holder of such Company Warrant, (iiB) the exercise price per share of such Company Warrant, (iiiC) the number and kind of shares covered by such Company Warrant, Warrant and (ivD) the vesting schedule and expiration date for such Company Warrant, and (v) whether such Company Warrant is subject to any acceleration terms and a description of such terms (if any). Complete and correct copies of each the Company Option Plan, the standard agreement agreements under each such the Company Option Plan and each Company Warrant have been delivered by the Company to Parent’s legal counsel. All Company Options and Company Warrants have been issued and granted in material compliance with Applicable Law and all requirements set forth in applicable Contracts. Schedule 3.4(b)-3 of the Company Disclosure Letter sets forth as of the Agreement Date all Promised Options.

Options, Warrants and Rights. Under the 2011 EIP, as The Company has reserved an aggregate of the Agreement Date, 3,204,566 9,909,974 shares of Company Common Stock for issuance pursuant to the Company Option Plan (including shares subject to outstanding Company Options). A total of 7,302,407 shares of Company Common Stock are subject to outstanding Company Options have been granted and remain outstanding. Under the 2015 Stock Plan, as of the Agreement Date and as of the Closing Date, 2,584,955 shares of Company Common Stock subject to outstanding except for Company Options have been granted and remain outstandingthat are exercised in accordance with their terms. Schedule 3.4(b)-1 of the Company Disclosure Letter sets forth as of the Agreement Date, for each outstanding Company Option, (i) the name of the holder of such Company Option, (ii) the exercise price per share of such Company Option, (iii) the number of shares covered by such Company Option, (iv) the vesting schedule and expiration date for such Company Option, (v) the extent such Company Option is vested as of the Agreement Date, (vi) whether such Company Option is an incentive stock option or non-statutory stock option under the Code, (vii) whether the exercisability of such Company Option shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any, and (viviii) whether such Company Option is subject to any acceleration was granted under the Company Option Plan. The terms and a description of the Company Option Plan permit the conversion of Company Options into cash as provided in this Agreement, without the consent or approval of the holders of such terms (if any)Company Options, the Company Shareholders or otherwise and without acceleration of the exercise schedule or vesting provisions in effect for such Company Options. Schedule 3.4(b)-2 of the Company Disclosure Letter sets forth as of the Agreement Date, for each Company Warrant (including, solely for purposes of this Section 3.4(b), Out-of-the-Money Warrants)Warrant, (i) the name of the holder of such Company Warrant, (ii) the exercise price per share of such Company Warrant, (iii) the number and kind of shares covered by such Company Warrant, (iv) the vesting schedule and expiration date for such Company Warrant, and (v) the extent such Company Warrant is vested as of the Agreement Date, (vi) whether such Company Warrant is subject to any acceleration terms was issued in connection with the performance of services, and a description (vii) whether the exercisability of such terms (Company Warrant shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any). Complete True and correct copies of each the Company Option Plan, the standard agreement under the Company Option Plan, each such agreement for each Company Option that does not conform to the standard agreement under the Company Option Plan and each Company Warrant have been delivered made available by the Company to Parent’s Acquiror's legal counsel. All Company Options and Company Warrants have been issued and granted in material compliance with Applicable Law and all requirements set forth in applicable Contracts. On the Closing Date, the Company Plan, the Company Options, the Company Warrants and any other direct or indirect rights to acquire shares of Company Capital Stock shall be terminated without further obligation or Liability of the Company, Acquiror or the Surviving Corporation (other than the obligations of Acquiror to make the payments contemplated by Section 2.1(b)). A true, correct and complete copy of the Company Option Plan is included as Schedule 3.4(b)-3 of the Company Disclosure Letter sets forth as and the terms of such plan govern the Agreement Date all Promised outstanding Company Options.

Options, Warrants and Rights. Under The Company has reserved an aggregate of 12,068,604 shares of Company Common Stock for issuance pursuant to the 2011 EIP, Company Option Plan (including shares subject to outstanding Company Options). A total of 3,620,893 shares of Company Common Stock are subject to outstanding Company Options as of the Agreement Date, 3,204,566 shares of Company Common Stock subject to outstanding Company Options have been granted and remain outstanding. Under the 2015 Stock Plan, as of the Agreement Date, 2,584,955 shares of Company Common Stock subject to outstanding Company Options have been granted and remain outstanding. Schedule 3.4(b)-1 4.4(b)-1 of the Company Disclosure Letter sets forth as of the Agreement Dateforth, for each issued and outstanding Company Option, (i) the name of the holder of such Company Option, (ii) the exercise price per share of such Company Option, (iii) the number of shares covered by such Company Option, (iv) the vesting schedule and expiration date for such Company Option, (v) the extent such Company Option is vested and unvested as of the Agreement Date, (vi) whether such Company Option is an incentive stock option or non-statutory stock option under option, (vii) whether the Codevesting of shares subject to such Company Option shall be accelerated or modified in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration or modification, if any, and (viviii) whether such Company Option is subject was granted under the Company Option Plan. True, correct and complete copies of the Company Option Plan, the standard agreement under the Company Option Plan, and each agreement for each Company Option that does not conform to any acceleration terms and a description the standard agreement under the Company Option Plan have been delivered to Acquiror’s legal counsel. Company Warrants to purchase an aggregate of such terms (if any)121,655 shares of Company Series B Stock are outstanding. Schedule 3.4(b)-2 4.4(b)-2 of the Company Disclosure Letter sets forth as of the Agreement Dateforth, for each Company Warrant (including, solely for purposes of this Section 3.4(b), Out-of-the-Money Warrants)Warrant, (iA) the name of the holder of such Company Warrant, (iiB) the exercise price per share of such Company Warrant, and (iiiC) the number and kind of shares covered by such Company Warrant, (iv) . The information set forth in the vesting schedule Spreadsheet with respect to the information set forth on Schedule 4.4(b)-1 and expiration date for such Company Warrant, and (v) whether such Company Warrant is subject to any acceleration terms and a description Schedule 4.4(b)-2 of such terms (if any). Complete and correct copies of each Company Option Plan, the standard agreement under each such Company Option Plan and each Company Warrant have been delivered by the Company to Parent’s legal counselDisclosure Letter will be, as of the Closing Date, true and correct. All outstanding Company Options and Company Warrants have been issued and granted in material compliance with all requirements of Applicable Law Laws and all requirements set forth in applicable Contracts. Schedule 3.4(b)-3 of the Company Disclosure Letter sets forth as of the Agreement Date all Promised Options.

Options, Warrants and Rights. Under the 2011 EIP, as The Company has reserved an aggregate of the Agreement Date, 3,204,566 14,457,480 shares of Company Common Stock for issuance pursuant to the Company Option Plan (including shares subject to outstanding Company Options). A total of 11,552,744 shares of Company Common Stock are subject to outstanding Company Options have been granted and remain outstanding. Under the 2015 Stock Plan, as of the Agreement Date and as of the Closing Date, 2,584,955 shares of Company Common Stock subject to outstanding except for Company Options have been granted and remain outstandingoutstanding as of the Agreement Date that are exercised in accordance with their terms prior to the Closing Date. Schedule 3.4(b)-1 of the Company Disclosure Letter sets forth forth, as of the Agreement DateMarch 1, 2004, for each outstanding Company Option, (i) the name of the holder of such Company Option, (ii) the exercise price per share of such Company Option, (iii) the number of shares covered by such Company Option, (iv) the vesting schedule and expiration date for such Company Option, (v) the extent such Company Option is vested as of the Agreement Date, (vi) whether such Company Option is an incentive stock option or non-statutory stock option under the Code, (vii) whether the exercisability of such Company Option shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any, and (viviii) whether such Company Option is subject to any acceleration was granted under the Company Option Plan. The terms and a description of the Company Option Plan permit the assumption by Acquiror of Company Options for options exercisable for shares of Acquiror Common Stock as provided in this Agreement, without the consent or approval of the holders of such terms (if any)Company Options, the Company Stockholders or otherwise and without acceleration of the exercise schedule or vesting provisions in effect for such Company Options except for such acceleration as is set forth on Schedule 3.4(b)-1. Schedule 3.4(b)-2 of the Company Disclosure Letter sets forth as of the Agreement Dateforth, for each Company Warrant (including, solely for purposes of this Section 3.4(b), Out-of-the-Money Warrants)Warrant, (i) the name of the holder of such Company Warrant, (ii) the exercise price per share of such Company Warrant, (iii) the number and kind of shares covered by such Company Warrant, (iv) the vesting schedule and expiration date for such Company Warrant, and (v) the extent such Company Warrant is vested as of the Agreement Date, (vi) whether such Company Warrant is subject to any acceleration terms was issued in connection with the performance of services, and a description (vii) whether the exercisability of such terms (Company Warrant shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any). Complete Schedule 3.4(b)-3 of the Company Disclosure Letter sets forth all holders of Unvested Company Shares, and for each such Company Stockholder, as of March 1, 2004, (i) the number of Unvested Company Shares held, (ii) the terms of the Company's rights to repurchase such Unvested Company Shares, (iii) the schedule on which such rights lapse and (iv) whether such repurchase rights lapse in full or in part as a result of any of the transactions contemplated by this Agreement or any Company Ancillary Agreement or upon any other event or condition. True and correct copies of each the Company Option Plan, the standard agreements under the Company Option Plan, each agreement for each Company Option that does not conform to the standard agreement under each such the Company Option Plan and each Company Warrant have been delivered or made available by the Company to Parent’s Acquiror's legal counsel. All Company Options and Company Warrants have been issued and granted in material compliance with Applicable Law and all requirements set forth in applicable Contracts. Schedule 3.4(b)-3 of the Company Disclosure Letter sets forth as of the Agreement Date all Promised Options.

Options, Warrants and Rights. Under the 2011 EIP, as The Company has reserved an aggregate of the Agreement Date, 3,204,566 3,871,662 shares of Company Common Stock for issuance pursuant to the Company Option Plan (including shares subject to outstanding Company Options). A total of 3,501,750 shares of Company Common Stock are subject to outstanding Company Options have been granted and remain outstanding. Under the 2015 Stock Plan, as of the Agreement Date and as of the Closing Date, 2,584,955 shares of Company Common Stock subject to outstanding except for Company Options have been granted and remain outstandingoutstanding as of the Agreement Date that are exercised in accordance with their terms prior to the Closing Date. Schedule 3.4(b)-1 of the Company Disclosure Letter sets forth as of the Agreement Dateforth, for each outstanding Company Option, (i) the name of the holder of such Company Option, (ii) the exercise price per share of such Company Option, (iii) the number of shares covered by such Company Option, (iv) the vesting schedule and expiration date for such Company Option, (v) the extent such Company Option is vested as of the Agreement Date, (vi) whether such Company Option is an incentive stock option or non-statutory stock option under the Code, (vii) whether the exercisability of such Company Option shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any, and (viviii) whether such Company Option is subject to any acceleration was granted under the Company Option Plan. The terms and a description of the Company Option Plan permit the assumption by Acquiror of Company Options for options exercisable for shares of Acquiror Common Stock as provided in this Agreement, without the consent or approval of the holders of such terms (if any)Company Options, the Company Shareholders or otherwise and without acceleration of the exercise schedule or vesting provisions in effect for such Company Options. Schedule 3.4(b)-2 of the Company Disclosure Letter sets forth as of the Agreement Dateforth, for each Company Warrant (including, solely for purposes of this Section 3.4(b), Out-of-the-Money Warrants)Warrant, (i) the name of the holder of such Company Warrant, (ii) the exercise price per share of such Company Warrant, (iii) the number and kind of shares covered by such Company Warrant, (iv) the vesting schedule and expiration date for such Company Warrant, and (v) the extent such Company Warrant is vested as of the Agreement Date, (vi) whether such Company Warrant is subject to any acceleration terms was issued in connection with the performance of services, and a description (vii) whether the exercisability of such terms (Company Warrant shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any). Complete Schedule 3.4(b)-3 of the Company Disclosure Letter sets forth all holders of Unvested Company Shares, and for each such Company Shareholder, (i) the number of Unvested Company Shares held, (ii) the terms of the Company’s rights to repurchase such Unvested Company Shares, (iii) the schedule on which such rights lapse and (iv) whether such repurchase rights lapse in full or in part as a result of any of the transactions contemplated by this Agreement or any Company Ancillary Agreement or upon any other event or condition. True and correct copies of each the Company Option Plan, the standard agreement under the Company Option Plan, each such agreement for each Company Option that does not conform to the standard agreement under the Company Option Plan and each Company Warrant have been delivered by the Company to ParentAcquiror’s legal counsel. All Company Options and Company Warrants have been issued and granted in material compliance with Applicable Law and all requirements set forth in applicable Contracts. Schedule 3.4(b)-3 On the Closing Date, the Company Option Plan, the Company Options, the Company Warrants and any other direct or indirect rights to acquire shares of Company Capital Stock shall be terminated without further obligation or Liability of the Company Disclosure Letter sets forth Company, Acquiror or the Surviving Corporation (other than the obligations of Acquiror to issue shares of Acquiror Common Stock and options exercisable for shares of Acquiror Common Stock, as of the Agreement Date all Promised Optionsprovided in Section 2.2(b)).

Options, Warrants and Rights. Under the 2011 EIP, as The Company has reserved an aggregate of the Agreement Date, 3,204,566 8,941,285 shares of Company Common Stock for issuance pursuant to the Company Option Plan (including shares subject to outstanding Company Options). A total of 5,530,089 shares of Company Common Stock are subject to outstanding Company Options have been granted and remain outstanding. Under the 2015 Stock Plan, as of the Agreement Date and as of the Closing Date, 2,584,955 shares of Company Common Stock subject to outstanding except for Company Options have been granted and remain outstandingthat are exercised in accordance with their terms. Schedule 3.4(b)-1 of the Company Disclosure Letter sets forth as of the Agreement Dateforth, for each outstanding Company Option, (i) the name of the holder of such Company Option, (ii) the exercise price per share of such Company Option, (iii) the number of shares covered by such Company Option, (iv) the vesting schedule and expiration date for such Company Option, (v) the extent such Company Option is vested as of the Agreement Date, (vi) whether such Company Option is an incentive stock option or non-statutory stock option under the Code, (vii) whether the exercisability of such Company Option shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any, and (viviii) whether such Company Option is subject to any acceleration was granted under the Company Option Plan. The terms and a description of the Company Option Plan permit the conversion of Company Options into cash as provided in this Agreement, without the consent or approval of the holders of such terms (if any)Company Options, the Company Shareholders or otherwise and without acceleration of the exercise schedule or vesting provisions in effect for such Company Options. Schedule 3.4(b)-2 of the Company Disclosure Letter sets forth as of the Agreement Dateforth, for each Company Warrant (including, solely for purposes of this Section 3.4(b), Out-of-the-Money Warrants)Warrant, (i) the name of the holder of such Company Warrant, (ii) the exercise price per share of such Company Warrant, (iii) the number and kind of shares covered by such Company Warrant, (iv) the vesting schedule and expiration date for such Company Warrant, and (v) the extent such Company Warrant is vested as of the Agreement Date, (vi) whether such Company Warrant is subject to any acceleration terms was issued in connection with the performance of services, and a description (vii) whether the exercisability of such terms (Company Warrant shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any). Complete True and correct copies of each the Company Option Plan, the standard agreement under the Company Option Plan, each such agreement for each Company Option that does not conform to the standard agreement under the Company Option Plan and each Company Warrant have been delivered by the Company to Parent’s Acquiror's legal counsel. All Company Options and Company Warrants have been issued and granted in material compliance with Applicable Law and all requirements set forth in applicable Contracts. Schedule 3.4(b)-3 On the Closing Date, the Company Plan, the Company Options, the Company Warrants and any other direct or indirect rights to acquire shares of Company Capital Stock shall be terminated without further obligation or Liability of the Company Disclosure Letter sets forth as Company, Acquiror or the Surviving Corporation (other than the obligations of Acquiror to make the Agreement Date all Promised Optionspayments contemplated by Section 2.1(b)).

Options, Warrants and Rights. Under the 2011 EIP, as Company has reserved an aggregate of the Agreement Date, 3,204,566 6,570,000 shares of Company Common Stock for issuance pursuant to the Company Stock Plan (including shares subject to outstanding Company Options). Company has granted no options outside of the Company Stock Plan. A total of 5,544,112 shares of Company Common Stock are subject to outstanding Company Options have been granted and remain outstanding. Under the 2015 Stock Plan, as of the Agreement Date and as of the Closing Date, 2,584,955 shares of Company Common Stock subject to outstanding Company Options have been granted and remain outstanding. Schedule 3.4(b)-1 of the Company Disclosure Letter sets forth as of the Agreement Dateforth, for each outstanding Company Option, (i) the name of the holder of such Company Option, (ii) the exercise price per share of such Company Option, and (iii) the number of shares covered by such Company Option. The terms of the Company Plan permit the termination of the Company Options as provided in this Agreement, (iv) without the vesting schedule and expiration date for consent or approval of the holders of such Company OptionOptions, (v) whether such the Company Option is an incentive stock option or non-statutory stock option under the Code, and (vi) whether such Company Option is subject to any acceleration terms and a description of such terms (if any)Stockholders. Schedule 3.4(b)-2 of the Company Disclosure Letter sets forth as of the Agreement Dateforth, for each Company Warrant (including, solely for purposes of this Section 3.4(b), Out-of-the-Money Warrants)Warrant, (i) the name of the holder of such Company Warrant, (ii) the exercise price per share of such Company Warrant, (iii) the number and kind of shares covered by such Company Warrant, (iv) whether such Company Warrant by its terms is required to be assumed or exchanged by Acquirer in connection with the Merger, and, if applicable, (v) the vesting schedule and expiration date for such Company Warrant, and (vvi) whether the extent such Company Warrant is subject to any acceleration terms vested as of the Agreement Date, and a description (vii) whether the exercisability (or other vesting) of such terms (Company Warrant will be accelerated in any manner by any of the transactions contemplated by this Agreement or by any Company Ancillary Agreement or upon any other event or condition and the extent of acceleration, if any). Complete Schedule 3.4(b)-3 of the Company Disclosure Letter sets forth all holders of Unvested Company Shares, and for each such holder, the number of Unvested Company Shares held, the terms of Company's rights to repurchase such Unvested Company Shares, the schedule on which such rights lapse and whether such repurchase rights lapse in full or in part as a result of the Merger or upon any other event. The information set forth on each of the Closing Capitalization Certificate with respect to the information set forth on Schedule 3.4(b)-1, Schedule 3.4(b)-2 and Schedule 3.4(b)-3 of the Company Disclosure Letter will be, as of the Closing Date, true and correct. A true and correct copies copy of each the Company Option Stock Plan, the standard agreement under each such the Company Option Stock Plan and each agreement for each Company Warrant Option that does not conform to the standard agreement under the Company Stock Plan have been delivered by the Company to Parent’s Acquirer or Acquirer's legal counsel. The vesting or exercisability (or any other material terms) of any Company Option or Unvested Company Share, will not accelerate or otherwise change as a result of the execution and delivery of this Agreement or the consummation of the Merger or the transactions contemplated hereby or the occurrence of any subsequent event (such as the termination of employment of the option holder following consummation of the Merger). All outstanding Company Options and Company Warrants have been issued and granted in compliance in all material compliance respects with all requirements of Applicable Law Laws and all requirements set forth in applicable Contractsagreements or instruments. Schedule 3.4(b)-3 Except for Company Options, Company Warrants and the conversion rights of the Company Disclosure Letter sets forth as of the Agreement Date all Promised OptionsPreferred Stock, there are no Company Rights outstanding.

Options, Warrants and Rights. Under The Company has reserved an aggregate of 3,403,166 shares of Company Common Stock for issuance pursuant to the 2011 EIP, Company Option Plan (including shares subject to outstanding Company Options). A total of 2,345,243 shares of Company Common Stock are subject to outstanding Company Options and 479,519 shares of Common Stock have been issued upon the exercise of Company Options under the Company Option Plan and are currently outstanding as of the Agreement Date, 3,204,566 shares of Company Common Stock subject to outstanding Company Options have been granted and remain outstanding. Under the 2015 Stock Plan, as of the Agreement Date, 2,584,955 shares of Company Common Stock subject to outstanding Company Options have been granted and remain outstanding. Schedule 3.4(b)-1 4.4(b)-1 of the Company Disclosure Letter sets forth as of the Agreement Dateforth, for each issued and outstanding Company Option, (i) the name of the holder of such Company Option, (ii) the exercise price per share of such Company Option, (iii) the number of shares covered by such Company Option, (iv) the vesting schedule and expiration date for such Company Option, including vesting start date, (v) the extent such Company Option is vested and unvested as of the Agreement Date, (vi) whether such Company Option is an incentive stock option or non-statutory stock option under option, (vii) whether the Codevesting of shares subject to such Company Option shall be accelerated or modified in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration or modification, if any, and (viviii) whether such Company Option is subject was granted under the Company Option Plan. True, correct and complete copies of the Company Option Plan, the standard agreement under the Company Option Plan, and each agreement for each Company Option that does not conform to any acceleration terms and a description the standard agreement under the Company Option Plan have been delivered to Acquiror’s legal counsel. Company Warrants to purchase an aggregate of such terms (if any)226,971 shares of Series A Preferred Stock are outstanding. Schedule 3.4(b)-2 4.4(b)-2 of the Company Disclosure Letter sets forth as of the Agreement Dateforth, for each Company Warrant (including, solely for purposes of this Section 3.4(b), Out-of-the-Money Warrants)Warrant, (iA) the name of the holder of such Company Warrant, (iiB) the exercise price per share of such Company Warrant, and (iiiC) the number and kind of shares covered by such Company Warrant, (iv) . The information set forth in the vesting schedule Spreadsheet with respect to the information set forth on Schedule 4.4(b)-1 and expiration date for such Company Warrant, and (v) whether such Company Warrant is subject to any acceleration terms and a description Schedule 4.4(b)-2 of such terms (if any). Complete and correct copies of each Company Option Plan, the standard agreement under each such Company Option Plan and each Company Warrant have been delivered by the Company to Parent’s legal counselDisclosure Letter will be, as of the Closing Date, true and correct. All outstanding Company Options and Company Warrants have been issued and granted in material compliance with all requirements of Applicable Law Laws and all requirements set forth in applicable Contracts. Schedule 3.4(b)-3 of the Company Disclosure Letter sets forth as of the Agreement Date all Promised Options.

Options, Warrants and Rights. Under the 2011 EIP, as The Company has reserved an aggregate of the Agreement Date, 3,204,566 3,635,959 shares of Company Common Stock for issuance pursuant to the Company Option Plan (including shares subject to outstanding Company Options). A total of 15,000 shares of Company Common Stock are subject to outstanding Company Options have been granted and remain outstanding. Under the 2015 Stock Plan, as of the Agreement Date, 2,584,955 Date and no shares of Company Common Stock will be subject to outstanding Company Options have been granted and remain outstandingas of the Closing Date. Schedule 3.4(b)-1 4.4(b) of the Company Disclosure Letter sets forth as of the Agreement Dateforth, for each issued and outstanding Company Option, (i) the name of the holder of such Company Option, (ii) the exercise price per share of such Company Option, (iii) the number of shares covered by such Company Option, (iv) the vesting schedule and expiration date for such Company Option, (v) the extent such Company Option is vested and unvested as of the Agreement Date, (vi) whether such Company Option is an incentive stock option or non-statutory stock option under the Code, (vii) whether the vesting of shares subject to such Company Option shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any, and (viviii) whether such Company Option is subject to any acceleration was granted under the Company Option Plan. The terms and a description of such terms (if any). Schedule 3.4(b)-2 of the Company Disclosure Letter sets forth Option Plan permit the early exercise of Company Options for Company Common Stock as provided in this Agreement, without the consent or approval of the Agreement Date, for each Company Warrant (including, solely for purposes of this Section 3.4(b), Out-of-the-Money Warrants), (i) the name of the holder holders of such Company WarrantOptions, (ii) the Company Stockholders or otherwise and without acceleration of the exercise price per share of such Company Warrant, (iii) the number and kind of shares covered by such Company Warrant, (iv) the schedule or vesting schedule and expiration date provisions in effect for such Company Warrant, Options. Correct and (v) whether such Company Warrant is subject to any acceleration terms and a description of such terms (if any). Complete and correct complete copies of each the Company Option Plan, the standard agreement under the Company Option Plan, and each such agreement for each Company Option that does not conform to the standard agreement under the Company Option Plan and each Company Warrant have been delivered by the Company to ParentAcquiror’s legal counsel. All Company Options and Company Warrants have been issued and granted in material compliance with Applicable Law and all requirements set forth in applicable Contracts. Schedule 3.4(b)-3 On the Closing Date, the Company Plan and the Company Options and any other direct or indirect rights to acquire shares of Company Capital Stock shall be terminated without further obligation or Liability of the Company Disclosure Letter sets forth as of Company, Acquiror or the Agreement Date all Promised OptionsSurviving Corporation.