Common use of Valid Issuance; No Preemptive or Other Rights Clause in Contracts

Valid Issuance; No Preemptive or Other Rights. (i) All issued and outstanding shares of Company Capital Stock (x) are, and all shares of Company Capital Stock that may be issued pursuant to the exercise of Company Options and the conversion of outstanding shares of any Company Preferred Stock shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and (y) are not subject to, nor were issued in violation of, any preemptive rights, rights of first offer or refusal, co-sale rights or similar rights arising under applicable Law or pursuant to the Company Charter Documents, or any Contract to which the Company is a party or by which it is bound and have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal, state and foreign securities Laws. Each Company Option granted under the Company Option Plan was duly authorized by all requisite corporate action on a date no later than the grant date and has an exercise price per share at least equal to the fair market value of a share of Company Common Stock on the grant date. The Company is not under any obligation to register any of its presently outstanding securities, or securities issuable upon exercise or conversion of such securities, under the Securities Act or any other Law. (ii) The rights, preferences and privileges of the Company Capital Stock are as set forth in the Company Charter Documents. There is no liability for dividends accrued and/or declared but unpaid with respect to the outstanding Company Capital Stock. The Company is not subject to any obligation to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any other voting securities or equity interests (or any options, warrants or other rights to acquire any shares of Company Capital Stock, voting securities or equity interests) of the Company. To the Company’s Knowledge, there are no voting trusts or other agreements or understandings with respect to the voting of the Company Capital Stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (iii) True and complete copies of all form agreements and instruments (and any amendments thereto, if applicable) relating to or issued under the Company Option Plan have been delivered to Buyer; there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to Buyer; and all equity grants under the Company Option Plan have been made pursuant to agreements and instruments and do not materially deviate from such form agreements and instruments.

Valid Issuance; No Preemptive or Other Rights. (ia) All issued and outstanding shares of Company Capital Stock (x) are, and all shares of Company Capital Preferred Stock that may be issued pursuant to the upon exercise of outstanding Company Options Warrants, all shares of Company Common Stock issuable upon conversion of such shares of Company Preferred Stock, and the all shares of Company Common Stock that may be issued upon conversion of outstanding shares of any Company Preferred Stock shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable nonassessable. None of the issued and (y) outstanding shares of Company Capital Stock or Company Warrants are not subject to, nor or were issued in violation of, any preemptive rights, rights of first offer or refusal, co-sale rights or similar rights arising under applicable Law or pursuant to the Company Charter Documents, or any Contract to which the Company is a party or by which it is bound bound. All issued and outstanding shares of Company Capital Stock and the Company Warrants have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal, state and foreign securities Laws. Each Company Option granted under the Company Option Plan was duly authorized by all requisite corporate action on a date no later than the grant date and has with an exercise price per share at least equal to the fair market value of a share of Company Common Stock on the grant date. The Company is not under any obligation to register any of its presently outstanding securities, or securities issuable upon exercise or conversion of such securities, under the Securities Act or any other Law. (iib) The rights, preferences and privileges of the Company Capital Stock are as set forth in the Company Charter DocumentsCharter. There is no liability for dividends accrued and/or declared but unpaid with respect to the outstanding Company Capital Stock. The Company is not subject to any obligation to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any other voting securities or equity interests (or any options, warrants or other rights to acquire any shares of Company Capital Stock, voting securities or equity interests) of the Company. To the Company’s KnowledgeExcept as provided for in this Agreement, there are no voting trusts or other agreements or understandings with respect to the voting of the Company Capital Stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (iiic) True and complete copies of all form agreements and instruments (and any amendments thereto, if applicable) relating to or issued under the Company Option Plan have been delivered to BuyerParent; there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to BuyerParent; and all equity grants under the Company Option Plan have been made pursuant to agreements and instruments and do not materially deviate from such form agreements and instruments. (d) True and complete copies of all Company Warrants (and any amendments thereto, if applicable) have been delivered to Parent. There are no agreements to amend, modify or supplement any Company Warrants, except to amend or cancel the Company Warrants as contemplated by this Agreement.

Valid Issuance; No Preemptive or Other Rights. (ia) All issued and outstanding shares of Company Capital Stock (xi) are, and all shares of Company Capital Stock that may be issued pursuant to the exercise of Company Options and the conversion of outstanding shares of any class or series of Company Preferred Stock shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and (yii) are except as set forth on Section 3.3.3 of the Disclosure Schedule, were not subject to, nor were issued in violation of, of any preemptive rights, rights of first offer or refusal, co-sale rights or similar rights arising under applicable Law or pursuant to the Company Charter Organizational Documents, or any Contract to which the Company is a party or by which it is bound and have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal, state and foreign securities Laws. Each Company Option option granted under the Company Option Plan was duly authorized by all requisite corporate action on a date no later than the grant date and has an exercise price per share at least equal to the fair market value of a share of Company Common Stock on the grant date. The Company is not under any obligation to register any of its presently outstanding securities, or securities issuable upon exercise or conversion of such securities, under the Securities Act or any other Law. (iib) The rights, preferences and privileges of the Company Capital Stock are Except as set forth in on Section 3.3.3 of the Company Charter Documents. There is no liability for dividends accrued and/or declared but unpaid with respect to Disclosure Schedule, the outstanding Company Capital Stock. The Company is not subject to any obligation to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any other voting securities or equity interests (or any options, warrants or other rights to acquire any shares of Company Capital Stock, voting securities or equity interests) of the Company. To Except as provided for in this Agreement or set forth in Section 3.3.3 of the Company’s KnowledgeDisclosure Schedule, there are no voting trusts or other agreements or understandings with respect to the voting of the Company Capital Stock. There are no outstanding or authorized stock share appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (iii) True and complete copies of all form agreements and instruments (and any amendments thereto, if applicable) relating to or issued under the Company Option Plan have been delivered to Buyer; there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to Buyer; and all equity grants under the Company Option Plan have been made pursuant to agreements and instruments and do not materially deviate from such form agreements and instruments.

Valid Issuance; No Preemptive or Other Rights. (i) All issued and outstanding shares of Company Capital Stock (x) are, and all shares of Company Capital Stock that may be issued pursuant to the exercise of Company Options and the exercise or conversion of outstanding shares of any Company Preferred Stock SAFEs and the Company Note shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and nonassessable, (y) are not subject to, nor were issued in violation of, any preemptive rights, rights of first offer or refusal, co-sale rights or similar rights arising under applicable Law or pursuant 36 to the Company Charter Documents, or any Contract to which the Company is a party or by which it is bound and (z) have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal, state and foreign securities Laws. Each Company Option granted under the Company Option Plan was duly authorized by all requisite corporate action on a date no later than the grant date and has an exercise price per share at least equal to the fair market value of a share of Company Common Stock on the grant date. The Company is not under any obligation to register any of its presently outstanding securities, or securities issuable upon exercise or conversion of such securities, under the Securities Act or any other Law. (ii) The rights, preferences and privileges of the Company Capital Stock are as set forth in the Company Charter Documents. There is no liability for dividends accrued and/or declared but unpaid with respect to the outstanding Company Capital Stock. The Company is not subject to any obligation to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any other voting securities or equity interests (or any options, warrants or other rights to acquire any shares of Company Capital Stock, voting securities or equity interests) of the Company. To the Company’s Knowledge, there are no voting trusts or other agreements or understandings with respect to the voting of the Company Capital Stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (iii) True and complete copies of all form agreements and instruments (and any amendments thereto, if applicable) relating to or issued under the Company Option Plan have been delivered or made available to BuyerParent; there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided or made available to BuyerParent; and all equity grants under the Company Option Plan have been made pursuant to agreements and instruments and do not materially deviate from such form agreements and instruments.

Valid Issuance; No Preemptive or Other Rights. (ia) All issued and outstanding shares of Company Capital Stock (xi) are, are and all shares of Company Capital Stock that may be issued pursuant to the exercise of Company Options and the conversion of outstanding shares of any class or series of Company Preferred Stock shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and (yii) are not subject to, nor were issued in violation of, any preemptive rights, rights of first offer or refusal, co-sale rights or similar rights arising under applicable Law or pursuant to the Company Charter Documents, or any Contract to which the Company is a party or by which it is bound and have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal, state and foreign securities Laws. Each Company Option option granted under the Company Option Plan was duly authorized by all requisite corporate action on a date no later than the grant date and has an exercise price per share at least equal to the fair market value of a share of Company Common Stock on the grant date. The Company is not under any obligation to register any of its presently outstanding securities, or securities issuable upon exercise or conversion of such securities, under the Securities Act or any other Law. (iib) The rights, preferences and privileges of the Company Capital Stock are as set forth in the Company Charter DocumentsDocuments and the Stockholder Agreements. There Other than the dividends accruing on the Company’s outstanding Preferred Stock as reflected in the Company’s Financial Statements as an accrued liability, there is no liability for dividends accrued and/or declared but unpaid with respect to the outstanding Company Capital Stock. The Company is not subject to any obligation to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any other voting securities or equity interests (or any options, warrants or other rights to acquire any shares of Company Capital Stock, voting securities or equity interests) of the Company. To Except as provided for in this Agreement, the Company’s Knowledge, Company Charter Documents or as set forth in Section 3.3.3 of the Schedule of Exceptions. there are no voting trusts or other agreements or understandings with respect to the voting of the Company Capital Stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (iiic) True and complete copies of all form agreements and instruments (and any amendments thereto, if applicable) relating to or issued under the Company Option Plan have been delivered to BuyerParent; there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to BuyerParent; and all equity grants under the Company Option Plan have been made pursuant to agreements and instruments and do not materially deviate from such form agreements and instruments.

Valid Issuance; No Preemptive or Other Rights. (i) All issued and outstanding shares of Company Capital Stock (xA) are, and all shares of Company Capital Stock that may be issued pursuant to the exercise of Company Options and the conversion of outstanding shares of any Company Preferred Stock Warrants shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and nonassessable, (yB) are not subject to, nor were issued in violation of, any preemptive rights, rights of first offer or refusal, co-sale rights or similar rights arising under applicable Law or pursuant to the Company Charter Documents, or any Contract to which the Company is a party or by which it is bound bound, and (C) have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal, state and foreign securities Laws. Each Company Option granted under the Company Option Plan was duly authorized by all requisite corporate action on a date no later than the grant date and has an exercise price per share at least equal to the fair market value of a share of Company Common Capital Stock on the grant date. The Each Company Warrant was duly authorized by all requisite corporate action. Except as set forth in the Company Form S-1, the Company is not under any obligation to register any of its presently outstanding securities, or securities issuable upon exercise or conversion of such securities, under the Securities Act or any other Law. (ii) The rights, preferences and privileges of the Company Capital Stock are as set forth in the Company Charter Documents. There is no liability for dividends accrued and/or declared but unpaid with respect to the outstanding Company Capital Stock. The No member of the Company Group is not subject to any obligation to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any other voting securities or equity interests (or any options, warrants or other rights to acquire any shares of Company Capital Stock, voting securities or equity interests) of the Company. To the Company’s Knowledge, there are no voting trusts or other agreements or understandings with respect to the voting any member of the Company Capital StockGroup. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any member of the CompanyCompany Group. (iii) True and complete Accurate copies of all form agreements and instruments (and any amendments thereto, if applicable) relating to or issued under the Company Option Plan have been delivered or made available to BuyerParent; there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided or made available to BuyerParent; and all equity grants under the Company Option Plan have been made pursuant to agreements and instruments and do not materially deviate from such form agreements and instruments.

Valid Issuance; No Preemptive or Other Rights. (i) All issued and outstanding shares of Company Capital Stock (x) are, and all shares of Company Capital Stock that may be issued pursuant to the exercise of Company Options and the conversion of outstanding shares of any the Company Preferred Stock Notes shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and nonassessable, (y) are not subject to, nor were issued in violation of, any preemptive rights, rights of first offer or refusal, co-sale rights or similar rights arising under applicable Law or pursuant to the Company Charter Documents, or any Contract to which the Company is a party or by which it is bound and (z) have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal, state and foreign securities Laws. Each Company Option granted under the Company Option Plan was duly authorized by all requisite corporate action on a date no later than the grant date and has an exercise price per share at least equal to the fair market value of a share of Company Common Stock on the grant date. The Company is not under any obligation to register any of its presently outstanding securities, or securities issuable upon exercise or conversion of such securities, under the Securities Act or any other Law. (ii) The rights, preferences and privileges of the Company Capital Stock are as set forth in the Company Charter Documents. There is no liability for dividends accrued and/or declared but unpaid with respect to the outstanding Company Capital Stock. The No member of the Company Group is not subject to any obligation to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any other voting securities or equity interests (or any options, warrants or other rights to acquire any shares of Company Capital Stock, voting securities or equity interests) of any member of the CompanyCompany Group. To the Company’s Knowledge, there are no voting trusts or other agreements or understandings with respect to the voting of the Company Capital Stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any member of the CompanyCompany Group. (iii) True and complete copies of all form agreements and instruments (and any amendments thereto, if applicable) relating to or issued under the Company Option Plan have been delivered or made available to BuyerParent; there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided or made available to BuyerParent; and all equity grants under the Company Option Plan have been made pursuant to agreements and instruments and do not materially deviate from such form agreements and instruments.

Valid Issuance; No Preemptive or Other Rights. (i) All issued and outstanding shares of Company Capital Stock Units (x) are, and all shares of Company Capital Stock Units that may be issued pursuant to the exercise of Company Options and the conversion of outstanding shares of any the Company Preferred Stock Notes shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and nonassessable, (y) are not subject to, nor were issued in violation of, any preemptive rights, rights of first offer or refusal, co-sale rights or similar rights arising under applicable Law or pursuant to the Company Company’s Charter Documents, or any Contract to which the Company is a party or by which it is bound and (z) have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal, state and foreign securities Laws. Each Company Option granted under the Company Option Plan was duly authorized by all requisite corporate action on a date no later than the grant date and has an exercise price per share at least equal to the fair market value of a share of Company Common Stock on the grant date. The Company is not under any obligation to register any of its presently outstanding securities, or securities issuable upon exercise or conversion of such securities, under the Securities Act or any other Law. (ii) The rights, preferences and privileges of the Company Capital Stock Units are as set forth in the Company Company’s Charter Documents. There is no liability for dividends distributions accrued and/or declared but unpaid with respect to the outstanding Company Capital StockUnits. The Company is not subject to any obligation to repurchase, redeem or otherwise acquire any shares of Company Capital Stock Units or any other voting securities or equity interests (or any options, profits interests, warrants or other rights to acquire any shares of Company Capital StockUnits, voting securities or equity interests) of the Company. To the Company’s Knowledge, there are no voting trusts or other agreements or understandings with respect to the voting of the Company Capital StockUnits. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (iii) True and complete copies of all form agreements and instruments (and any amendments thereto, if applicable) relating to or issued under the Company Option Plan have been delivered to Buyer; there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to Buyer; and all equity grants under the Company Option Plan have been made pursuant to agreements and instruments and do not materially deviate from such form agreements and instruments.

Valid Issuance; No Preemptive or Other Rights. (ia) All issued and outstanding shares of Company Capital Stock (xi) are, and all shares of Company Capital Stock that may be issued pursuant to the exercise of Company Options or Warrants and the conversion of outstanding shares of any class or series of Company Preferred Stock shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and (yii) are not subject to, nor were issued in violation of, any preemptive rights, rights of first offer or refusal, co-sale rights or similar rights arising under applicable Law or pursuant to the Company Charter Documents, or any Contract to which the Company is a party or by which it is bound and have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal, state and foreign securities Laws. Each Company Option granted under the Company Option Plan was duly authorized by all requisite corporate action on a date no later than the grant date (or such later date as is permitted under applicable law) and has an exercise price per share at least equal to the fair market value of a share of Company Common Stock on the grant date. The Except as set forth in Schedule 3.3.3 of the Disclosure Schedule, the Company is not under any obligation to register any of its presently outstanding securities, or securities issuable upon exercise or conversion of such securities, under the Securities Act or any other Law. (iib) The rights, preferences and privileges of the Company Capital Stock are as set forth in the Company Charter Documents. There is no liability for dividends accrued and/or declared but unpaid with respect to the outstanding Company Capital Stock. The Company is not subject to any obligation to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any other voting securities or equity interests (or any options, warrants or other rights to acquire any shares of Company Capital Stock, voting securities or equity interests) of the Company. To Except as provided for in this Agreement or set forth in Schedule 3.3.3 of the Disclosure Schedule, to the Company’s Knowledge, there are no voting trusts or other agreements or understandings with respect to the voting of the Company Capital Stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (iiic) True and complete copies of all form agreements and instruments (and any amendments thereto, if applicable) relating to or issued under the Company Option Plan have been delivered to BuyerParent; there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to BuyerParent; and all equity grants under the Company Option Plan have been made pursuant to agreements and instruments and do not materially deviate from such form agreements and instruments.

Valid Issuance; No Preemptive or Other Rights. (ia) All issued and outstanding shares of Company Capital Stock (xi) are, and all shares of Company Capital Stock that may be issued pursuant to the exercise of Company Options or Warrants and the conversion of the Company Promissory Notes or outstanding shares of any class or series of Company Preferred Stock shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and (yii) except as set forth in Schedule 3.3.3, are not subject to, nor were issued in violation of, any preemptive rights, rights of first offer or refusal, co-sale rights or similar rights arising under applicable Law or pursuant to the Company Charter Documents, or any Contract to which the Company is a party or by which it is bound and have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal, state and foreign securities Laws. Each Company Option granted under the Company Option Plan was duly authorized by all requisite corporate action on a date no later than the grant date and has an exercise price per share at least equal to the fair market value of a share of Company Common Stock on the grant date. The Except as set forth in Schedule 3.3.3, the Company is not under any obligation to register any of its presently outstanding securities, or securities issuable upon exercise or conversion of such securities, under the Securities Act or any other Law. (iib) The rights, preferences and privileges of the Company Capital Stock are as set forth in the Company Charter Documents. There is no liability for dividends accrued and/or declared but unpaid with respect to the outstanding Company Capital Stock. The Company is not subject to any obligation to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any other voting securities or equity interests (or any options, warrants or other rights to acquire any shares of Company Capital Stock, voting securities or equity interests) of the Company. To Except as provided for in this Agreement or set forth in Schedule 3.3.3, to the Company’s Knowledge, there are no voting trusts or other agreements or understandings with respect to the voting of the Company Capital Stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (iiic) True and complete copies of all form agreements and instruments (and any amendments thereto, if applicable) relating to or issued under the Company Option Plan have been delivered to BuyerParent; there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to BuyerParent; and all equity grants under the Company Option Plan have been made pursuant to agreements and instruments and do not materially deviate from such form agreements and instruments.

Valid Issuance; No Preemptive or Other Rights. (i) All issued and outstanding shares of Company Capital Stock (x) are, and all shares of Company Capital Stock that may be issued pursuant to the exercise of Company Options and Company Warrants and the exercise or conversion of outstanding shares of any Company Preferred Stock Convertible Notes shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and nonassessable, (y) are not subject to, nor were issued in violation of, any preemptive rights, rights of first offer or refusal, co-sale rights or similar rights arising under applicable Law or pursuant to the Company Company’s Charter Documents, or any Contract to which the Company is a party or by which it is bound bound, and (z) have been offered, issued, sold and delivered by the Company in compliance with all registration or qualification requirements (or applicable exemptions therefrom) of applicable federal, state and foreign securities Laws. Each Except as set forth on Section 3.03(c) of the Disclosure Schedule, each Company Option granted under the Company Option Plan was duly authorized by all requisite corporate action on a date no later than the grant date and has an exercise price per share at least equal to the fair market value of a share of Company Common Stock on the grant date, as determined by the Company’s board of directors in accordance with Section 409A of the Code. The Except as set forth on Section 3.03(c) of the Disclosure Schedule, the Company is not under any obligation to register any of its presently outstanding securities, or securities issuable upon exercise or conversion of such securities, under the Securities Act or any other Law. (ii) The rights, preferences and privileges of the Company Capital Stock are as set forth in the Company Company’s Charter Documents. There is no liability for dividends accrued and/or declared but unpaid with respect to the outstanding Company Capital Stock. The Company is not subject to any obligation to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any other voting securities or equity interests (or any options, warrants or other rights to acquire any shares of Company Capital Stock, voting securities or equity interests) of the Company. To Upon the Company’s KnowledgeClosing, there are no voting trusts or other agreements or understandings with respect to the voting of the Company Capital Stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (iii) True and complete copies of all form agreements and instruments (and any amendments thereto, if applicable) relating to or issued under the Company Option Plan have been delivered or made available to BuyerParent; there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided or made available to BuyerParent; and all equity grants under the Company Option Plan have been made pursuant to agreements and instruments and do not materially deviate from such form agreements and instrumentsinstruments in any material respect.