Common use of Authorization of Preferred Stock Clause in Contracts

Authorization of Preferred Stock. The Company will prior to the Closing (as defined below), authorize and create a series of its Preferred Stock consisting of 15,847,099 shares, $0.001 par value per share, designated as its “Series A Redeemable Convertible Preferred Stock” (the Series A Preferred Stock). The terms, limitations and relative rights and preferences of the Series A Preferred Stock will be set forth in the Certificate of Designations, Number, Voting Powers, Preferences and Rights of Series A Preferred Stock of the Company, a form of which is attached hereto as Exhibit A (the Certificate of Designations). The shares of Common Stock issuable upon conversion of the Series A Preferred Stock are collectively referred to herein as the Conversion Shares. The shares of Series A Preferred Stock to be issued on the Closing Date (as defined below) shall initially be convertible into shares of Common Stock constituting 18.16% of the outstanding shares of Common Stock of the Company, determined on a fully-diluted basis.