Common use of Capitalization and Voting Rights Clause in Contracts

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 shares of Preferred Stock have been designated Series C Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists will consist, immediately prior to the Closing, of: (a) 2.2.1 Preferred Stock. 26,229,722 198,262,787 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), of which (i) 6,979,311 675,000 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all 675,000 shares of which are issued and outstanding; (ii) 16,575,000 shares have been designated Series A-2 Preferred Stock (the “Series A-2 Preferred Stock”), 16,500,000 shares of which are issued and outstanding; (iii) 11,745,893 151,812,780 shares of Preferred Stock have been designated Series B Preferred Stock, all 150,989,250 shares of which are issued and outstanding and outstanding; (iv) 488,433 16,700,007 shares of Preferred Stock have been designated Series C Preferred Stock, 16,666,673 of which are issued and outstanding; and (v) 12,500,000 shares have been designated Series D Preferred Stock, none of which are issued and outstandingoutstanding and all of which may be issued and sold pursuant to this Agreement. As of the Closing, each share of the Series A-2 Preferred Stock is convertible into 1.5063812 shares of Common Stock. With the exception of shares of the Series A-2 Preferred Stock, as of the Closing each share of the Preferred Stock is convertible into one share of Common Stock. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) 2.2.2 Common Stock. 60,000,000 300,000,000 shares of common stockCommon Stock, par value $0.0001 per share (the “Common Stock”)0.0001, 11,106,793 shares of which 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) 2.2.3 Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain the Amended and Restated Investors’ Rights Agreement of even date herewith by and among the Company and certain the Investors (as such term is defined in that agreement), the form of its stockholders, dated July 15, 2009 which is attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (C) the rights of first refusal and rights of repurchase in favor of the Company or its designee set forth in Common Stock purchase agreements between the Company and certain of its security-holders, (D) currently outstanding warrants to purchase 29,581 shares of Common Stock, (E) currently outstanding warrants to purchase 75,000 shares of Series A-2 Preferred Stock, (F) currently outstanding warrants to purchase 823,528 shares of Series B Preferred Stock, (G) currently outstanding warrants to purchase 33,334 shares of Series C Preferred Stock and (H) currently outstanding options to purchase 5,556,896 29,895,522 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 2001 Stock Plan (the “2001 Plan”) and (D) options to purchase 101,220 shares of Common Stock committed granted to new employees and other service providers, which have not yet been approved by providers pursuant to the Board of DirectorsCompany’s 2004 Stock Plan (the “2004 Plan”), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company Company, or to the Company’s knowledge, from any of its stockholders, of any shares of its capital stockstock of the Company. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 8,652,076 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the 2001 Plan and no additional shares of its Common Stock for purchase upon exercise of options to be granted in the future under the 2004 Plan. Other than that certain Amended Except for the provisions of the Restated Certificate and Restated Voting Agreement by and among Section 2.4 of the Company and certain of its stockholders, dated July 15, 2009Rights Agreement, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of proxies or written consents with respect to any security or by a director of the Company. (e) 2.2.4 All of the issued and outstanding shares of capital stock and other securities of the Company, including, without limitation, all Company have been offered and issued by the Company in compliance with applicable federal and state securities laws or pursuant to valid exemptions therefrom. The outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of are all convertible or exercisable securities duly and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreementvalidly authorized and issued, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost fully paid and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringnonassessable shares.

Capitalization and Voting Rights. The authorized capital of the Company consists will consist immediately prior to the Closing, Initial Closing of: (a) Preferred 35,000,000 shares of common stock, par value $0.01 per share ("Common Stock. 26,229,722 "), of which 1,081,834 shares are issued and outstanding. (b) 15,000,000 shares of Preferred Stock, par value $0.0001 0.01 per share (the “"Preferred Stock”), "): (i1) 6,979,311 shares 716 of Preferred Stock which have been designated as Series A B Preferred Stock, Stock (all of which are issued and outstanding, ); (ii2) 7,016,085 shares 450 of Preferred Stock which have been designated as Series A-1 C Preferred Stock, Stock (all of which are issued and outstanding, ); (iii3) 11,745,893 shares 345 of Preferred Stock which have been designated as Series B E Preferred Stock, Stock (344.39 of which are issued and outstanding); (4) 1,000 of which have been designated as Series F Preferred Stock (all of which are issued and outstanding and outstanding); (iv5) 488,433 shares 816 of Preferred Stock which have been designated as Series C G Preferred Stock, none Stock (815.87 of which are issued and outstanding. The rights, privileges and preferences ); (6) 400 of the which have been designated as Series H Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), all of which 11,372,434 shares are issued and outstanding); and (7) 7,230,000 of which have been designated as Series J Preferred Stock (none of which will be issued or outstanding immediately prior to the Initial Closing and up to 6,820,909 of which will be sold pursuant to this Agreement). (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all owned by the stockholders and in the numbers specified in Section 2.5 of the Schedule of Exceptions. (d) The outstanding shares of Common Stock and Preferred Stock have been duly authorized and validly authorized and issued, are fully paid and nonassessable, nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (de) Except for (A1) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B2) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ the Investors Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C3) currently outstanding options to purchase 5,556,896 1,267,657 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 's 1994 Stock Plan (the “"Option Plan”") and (D) currently outstanding options to purchase 59,228 shares of Common Stock committed granted to new service providers, which have not yet been approved by employees outside of the Board of DirectorsOption Plan, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any shares of its capital stocksecurities. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 1,582,343 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party or subject to any agreement or understanding, and, and to the Company’s knowledge, 's knowledge there is no agreement or understanding between any persons and/or entitiesother persons, which that affects or relates to the voting or giving of written consents with respect to any security of the Company or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The (a) As of the date of this Agreement, the authorized capital of the Company consists immediately prior to the Closing, of: (ai) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 51,500,000 shares of Preferred Stock (the "Preferred Stock"), of which (i) 5,020,000 shares have been designated Series A Preferred Stock (the "Series A Preferred Stock"), all 4,988,000 of which are issued and outstanding, ; (ii) 7,016,085 5,100,000 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock (the "Series B Preferred Stock"), all 5,074,000 of which are issued and outstanding and outstanding; (iviii) 488,433 18,823,000 shares of Preferred Stock have been designated Series C Preferred Stock (the "Series C Preferred Stock"), none 18,765,166 of which are issued outstanding; (iv) 1,666,666 shares have been designated Series D Preferred Stock (the "Series D Preferred Stock"), 1,666,666 of which are outstanding (which are initially convertible into 2,777,777 shares of Common Stock); (v) 13,888,889 shares have been designated Series D-1 Preferred Stock (the "Series D-1 Preferred Stock"), 13,169,905 of which are outstanding; and (vi) 4,000,000 shares have been designated Series E Preferred Stock (the "Series E Preferred Stock"), all of which are outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s 's Restated CertificateCertificate of Incorporation on file with the Secretary of State of the State of Delaware on the date hereof. (bii) Common Stock. 60,000,000 120,000,000 shares of common stock, par value $0.0001 per share 0.01 (the “"Common Stock”"), of which 11,372,434 11,413,885 shares are issued and outstanding. (ciii) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”") and any relevant state securities laws, or pursuant to valid exemptions therefrom. (div) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 2.5 of that certain Amended and Restated the Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ ' Rights Agreement”), (C) currently outstanding warrants to purchase 4,000 shares of Series A Preferred Stock, (D) currently outstanding warrants to purchase 4,000 shares of Series B Preferred Stock, (E) currently outstanding warrants to purchase 48,611 shares of Series D-1 Preferred Stock, and (F) currently outstanding options to purchase 5,556,896 13,630,463 shares of Common Stock granted to employees employees, directors, board members, consultants and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 962,000 shares of its Common Stock for purchase issuance upon exercise of options to be granted in the future under the Company's 1997 Stock Plan. Other than Except for the provisions of the Restated Certificate, the Investors' Rights Agreement and of that certain Amended and Restated Stockholders' Voting Agreement dated as of January 25, 1999 by and among the Company and certain of its stockholders, dated July 15, 2009the other parties listed therein, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions of such agreement or understanding as the result of any merger, consolidated sale of stock or assets, change in control or any other similar transaction(s) by the Company. (eb) All outstanding securities Immediately prior to the Closing, upon the filing of the Company, including, without limitation, all outstanding Restated Certificate and assuming between the date hereof and the date of Closing (x) the exchange of shares of Common Stock held by the Investor for shares of Class A Common Stock pursuant to Section 1.3 hereof, (y) no issuance by the Company of its capital stock or any security exercisable for or convertible into capital stock of the Company pursuant to any employee, director or consultant compensation plan that has been approved by the majority of the Board of Directors and (z) no exercise or conversion of any outstanding option, warrant or other security exercisable for or convertible into the capital stock of the Company, all shares of the authorized capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue shall consist of: (i) are subject to a market stand-off restriction no less restrictive than Preferred Stock. 5,000,000 shares of Preferred Stock (the provision contained in Section 1.13 "Preferred Stock"), none of the Investors’ Rights Agreement, which shall be outstanding. (ii) provide for the right by the Company to repurchase unvested Common Stock. 175,000,000 shares at no greater than cost and of Common Stock, par value $0.01 ("Common Stock"), 56,188,733 of which shall be outstanding (iii) are not transferable (except for transfers Class A Common Stock. 13,900,000 shares of Class A Common Stock, 4,000,000 of which shall be outstanding and 9,900,000 of which shall be sold pursuant to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringthis Agreement.

Capitalization and Voting Rights. The (a) Immediately prior to the Closing, the authorized capital of the Company consists immediately prior to the Closing, ofshall be US$500,000 divided into: (ai) Preferred Stock. 26,229,722 shares of Preferred Stock420,628,011 Common Shares, par value $0.0001 per share of US$0.001 each, of which (the “Preferred Stock”)1) 6,096,842 have been duly and validly issued, are fully paid, non-assessable, and outstanding and were issued in accordance with applicable Laws, (i2) 6,979,311 shares 10,427,373 Common Shares are reserved for issuance upon conversion of the Class A Preferred Stock have been designated Shares, (3) 5,000,000 Common Shares are reserved for issuance upon conversion of the Series A Preferred StockShares, (4) 12,123,314 Common Shares are reserved for issuance upon conversion of the Series B Preferred Shares, (5) 18,721,302 Common Shares are reserved for issuance upon conversion of the Series C Preferred Shares, (6) 10,000,000 Common Shares are reserved for issuance upon conversion of the Series D Preferred Shares, (7) 23,100,000 Common Shares are reserved for issuance upon conversion of the Series E Preferred Shares to be issued under this Agreement, (8) 4,300,730 Common Shares are reserved for issuance to the Founder and the Company Group’s employees, officers or directors, or any other Person qualified in accordance with the ESOP, and (9) 3,377,000 Common Shares are reserved for issuance to certain Shareholders in accordance with Section 8.8(d) of that certain Share Purchase Agreement among the Company and certain Shareholders thereof dated August 26, 2010. The rights, privileges and preferences of the Common Shares as of the Closing are as stated in the Amended Articles. (ii) 5,000,000 Series A Preferred Shares, par value of US$0.001 each, all of which have been issued and outstanding. The rights, privileges and preferences of the Series A Preferred Shares as of the Closing are as stated in the Amended Articles and Amended ▇▇▇. (iii) 12,123,314 Series B Preferred Shares, par value of US$0.001 each, all of which have been issued and outstanding. The rights, privileges and preferences of the Series B Preferred Shares as of the Closing are as stated in the Amended Articles and Amended ▇▇▇. (iv) 18,721,302 Series C Preferred Shares, par value of US$0.001 each, 17,348,382 of which have been issued and outstanding. The rights, privileges and preferences of the Series C Preferred Shares as of the Closing are as stated in the Amended Articles and Amended ▇▇▇. (v) 10,000,000 Series D Preferred Shares, par value of US$0.001 each, all of which are issued and outstanding. The rights, privileges and preferences of the Series D Preferred Shares as of the Closing are as stated in the Amended Articles and Amended ▇▇▇. (iivi) 7,016,085 shares 10,427,373 Class A Preferred Shares, par value of Preferred Stock have been designated Series A-1 Preferred StockUS$0.001 each, all of which are issued and outstanding. The rights, privileges and preferences of the Class A Preferred Shares as of the Closing are as stated in the Amended Articles and Amended ▇▇▇. (iiivii) 11,745,893 shares 23,100,000 Series E Preferred Shares, par value of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 shares of Preferred Stock have been designated Series C Preferred StockUS$0.001 each, none of which are issued and outstanding. The rights, privileges and preferences of the Series E Preferred Stock will be Shares as of the Closing are as stated in the Company’s Restated Certificate. (b) Common StockAmended Articles and Amended ▇▇▇. 60,000,000 shares of common stockExcept as set forth above, par value $0.0001 per share (disclosed in the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessableDisclosure Schedule, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except except for (Aa) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this AgreementShares, (Bb) the certain rights provided in Section 2.4 of the Transaction Documents, and (c) the options granted under the ESOP and that certain Amended and Restated Investors’ Rights Share Purchase Agreement by and among the Company and certain of its stockholdersShareholders thereof dated August 26, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors2010, there are not no outstanding any options, securities, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or shareholders agreements, or agreements of any kind for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Planequity securities. Other than that certain the Amended ▇▇▇, the ESOP and Restated Voting Agreement by the Amended Articles and among except as disclosed in the Company and certain of its stockholders, dated July 15, 2009Disclosure Schedule, the Company is not a party or subject to (a) any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. Company or (eb) All outstanding any agreement under which it is or may be entitled or required to acquire any securities of the Company, includingany member of the Company Group or any other person. (b) The Capitalization Tables attached to this Agreement as Schedules C-1 and C-2 set forth the complete and accurate capitalization of the Company immediately prior to the Closing and immediately after the Closing, respectively, including without limitation, : (x) all outstanding shares record and beneficial owners of the all share capital stock or other equity interests of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iiiy) are not transferable (except for transfers to family members details of any share or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringother incentive options granted.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closingis 103,000,000 shares, of: (a) Preferred Stock. 26,229,722 shares consisting of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 shares of Preferred Stock have been designated Series C Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 100,000,000 authorized shares of common stock, par value $0.0001 0.01 per share (the “"Common Stock”"), of which 11,372,434 68,162,250 shares are issued and outstanding, and (ii) 3,000,000 authorized shares of preferred stock, par value $.01 per share ("Preferred Stock"), of which (x) 590,000 shares are designated "Series B Convertible Preferred Stock", of which 44,000 shares are issued and outstanding and (y) 20,000 shares are designated "Series F Convertible Preferred Stock", of which no shares are issued and outstanding. There are no other classes or series of capital stock of the Company authorized or issued and outstanding. (ca) Each of the stockholders of the Company specified on Exhibit D hereto (each, a "Identified Stockholder" and collectively, the "Identified Stockholders") own the number of outstanding shares of Common Stock or Preferred Stock specified therein. (b) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”") and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (dc) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (Bi) the rights provided in Section 2.4 3.2 of that certain Amended and Restated the Investors’ ' Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”as hereinafter defined), (Cii) currently outstanding options to purchase 5,556,896 6,718,067 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 's 1998 , 1999 and 2000 Stock Plan Option Plans (collectively, the “"Option Plan”") and (D) currently outstanding options to purchase 291,250 shares of Common Stock committed granted to new service providers, which have not yet been approved by Persons outside of the Board of DirectorsOption Plan, there are not outstanding any options, warrants, puts, calls, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from from, sale to or exchange with, the Company or any of its Subsidiaries of any shares of any class or series of capital stock of the Company or any of its Subsidiaries or other restrictions on the incidents of ownership or transfer of any such shares of capital stockstock created by statute (other than Federal and state securities laws), the charter documents of the Company or any of its Subsidiaries or any agreement to which the Company or any of its Subsidiaries is a party, by which any of them is bound or of which any of them has knowledge. In addition to the aforementioned options, the Company has reserved (t) an additional 3,090,058 264,000 shares of its Common Stock issuable upon conversion of its Series B convertible preferred stock, (u) an additional 3,430,219 shares of its Common Stock for purchase upon exercise of publicly tradable warrants, (v) an additional 52,635,937 shares of its Common Stock for receipt upon conversion of the Secured Convertible Note (as hereinafter defined) in favor of RGC International Investors, LDC, (w) an additional 4,372,394 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain , (x) an additional 2,116,524 shares of its stockholdersCommon Stock for purchase upon exercise of outstanding options, dated July 15warrants, 2009puts, calls, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from, sale to or exchange with, the Company or any of its Subsidiaries of any shares of capital stock of the Company or any of its Subsidiaries, (y) an additional 3,888,889 shares of its Common Stock for purchase by ▇▇▇▇▇▇▇ Drive LLC under the ▇▇▇▇▇▇▇ Agreement (as defined in Section 4.4(b) hereof), and (z) an additional 55,344,360 shares of its Common Stock for receipt upon conversion of the Senior Secured Convertible Note (as hereinafter defined) in favor of the Investor. Neither the Company nor any Subsidiary is not a party or subject to any agreement or understanding, and, to the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security of the Company or any Subsidiary, or by a director of the CompanyCompany or any Subsidiary. (ed) All outstanding securities The pro forma capitalization of the Company, including, without limitation, all Company after giving effect to the transactions contemplated by this Agreement is illustrated on Section 2.2(d) of the Schedule of Exceptions and reflects that the Purchased Securities to be purchased by the Investor pursuant to the terms of this Agreement shall constitute (i) eighty percent (80%) of the issued and outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company on a Fully Diluted Basis as a result of the purchase of the Purchased Shares pursuant to Section 1.1(b) hereof and (ii) seven percent (7%) of the issued and outstanding shares of capital stock of the Company on a Fully Diluted Basis as a result of the conversion, if any, pursuant to the Senior Secured Convertible Note. For purposes of this Agreement, "Fully Diluted Basis" means issued and outstanding shares of Common Stock plus (i) shares of any class or series of capital stock of the Company or any of its Subsidiaries that votes together with the Common Stock, (ii) shares of Common Stock issuable pursuant to or upon the conversion or exercise of all rights set forth in agreements (written or oral), plans, warrants, puts, calls, options, convertible securities or other commitments or securities convertible into, exchangeable or exercisable securities and all other securities that for, shares of Common Stock or any class or series of capital stock of the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than or any of its Subsidiaries that votes together with the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost Common Stock and (iii) are not transferable (except shares of Common Stock reserved for transfers issuance pursuant to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of options granted under the Company until the Company’s initial public offeringOption Plan.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately consists, or will consist prior to the Closing, of: (ai) Preferred Stock. 26,229,722 2,000,000 shares of Preferred Stock, par value $0.0001 per share 0.10 (the “Preferred Stock”"PREFERRED STOCK"), (i) 6,979,311 312,500 of which shares of Preferred Stock have been designated Series A Preferred Stock, all of which 186,500 are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all 3,000 of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all Stock of which 1,680 are issued and outstanding and (iv) 488,433 shares outstanding, 231,788 of Preferred Stock which have been designated Series C Preferred Stock, none Stock of which 153,538 are issued and outstanding, 5,000 of which have been designated Series D Preferred Stock of which none are issued and outstanding, 2,000 of which have been designated Series 1 Preferred Stock of which none are issued and outstanding, and 250,000 of which have been designated Series 2 Preferred Stock of which 500 are issued and outstanding, 5,000 of which have been designated Series E Preferred Stock of which 2,000 are issued and outstanding, and 100,000 of which have been designated Series G Preferred Stock of which 51,137.755 will be issued pursuant to this Agreement and the other stock exchange agreements that are substantially similar in form to this Agreement. The rights, privileges and preferences of the Series G Preferred Stock will be as stated in the Company’s Restated CertificateSeries G Designation. (bii) Common Stock. 60,000,000 50,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), Stock of which 11,372,434 16,746,875 shares are issued and outstanding. (ciii) The outstanding shares of Series ▇, ▇, ▇, ▇, ▇, ▇, ▇ and 2 Preferred Stock and Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were have been issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (div) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the -------------------------------- Company consists consists, or will consist immediately prior to the Closing, of: (a) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 10,000,000 shares of Preferred Stock (the --------------- "Preferred Stock"), 2,500,000 of which shares have been designated Series A Preferred Stock (the "Series A Preferred Stock, all ") and 1,399,575 of which are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock (the "Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 "). 1,983,333 shares of Series A Preferred Stock have been designated Series C Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Series A Preferred Stock are as stated in the Company's Restated Certificate of Incorporation. The rights, privileges and preferences of the Series B Preferred Stock will be as stated in the Company’s Restated CertificateCertificate of Designations, Preferences and Rights. (b) Common Stock. 60,000,000 50,000,000 shares of common stockCommon Stock ("Common ------------ Stock"), par value $0.0001 per share (the “30,000,000 of which are designated Class A Voting Common Stock”), and 20,000,000 of which 11,372,434 are designated Class B Non-Voting Common Stock. 6,384,059 shares of Class A Voting Common Stock are issued and outstanding. 379,170 shares of Class B Non-Voting Common Stock are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to and the truth and accuracy outstanding shares of representations and warranties made by purchasers of such shares, Series A Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”") and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, the conversion privileges of the Series B Preferred Stock and the Shares that may to be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options issued to directors, employees and consultants to purchase 5,556,896 653,500 shares of Class A Voting Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase 1,570,564 shares of Class B Non-Voting Common Stock, warrants outstanding which are exercisable for 176,000 shares of Class A Voting Common Stock committed to new service providers, which have not yet been approved by the Board and 155,508 shares of DirectorsClass B Non-Voting Common Stock, there are not no outstanding any options, warrants, rights (including conversion or or, except as set forth on the Schedule of Exceptions, any preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned optionsforegoing, the Company has reserved an additional 3,090,058 516,500 shares of its Class A Voting Common Stock for purchase issuance upon exercise of additional options to be granted in the future under the Company's 1995 Stock Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to on the Closing, date of this Agreement of: (a) Preferred 35,000,000 shares of common stock, par value $0.01 per share ("Common Stock. 26,229,722 "), of which 1,059,322 shares are issued and outstanding. (b) 15,000,000 shares of Preferred Stock, par value $0.0001 0.01 per share (the “"Preferred Stock”), "): (i1) 6,979,311 shares 716 of Preferred Stock which have been designated as Series A B Preferred Stock, Stock (all of which are issued and outstanding, ); (ii2) 7,016,085 shares 450 of Preferred Stock which have been designated as Series A-1 C Preferred Stock, Stock (all of which are issued and outstanding, ); (iii3) 11,745,893 shares 345 of Preferred Stock which have been designated as Series B E Preferred Stock, Stock (344.39 of which are issued and outstanding); (4) 1,000 of which have been designated as Series F Preferred Stock (all of which are issued and outstanding and outstanding); (iv5) 488,433 shares 816 of Preferred Stock which have been designated as Series C G Preferred Stock, none Stock (815.87 of which are issued and outstanding. The rights, privileges and preferences ); (6) 400 of the which have been designated as Series H Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), all of which 11,372,434 shares are issued and outstanding); (7) 8,140,000 of which have been designated as Series J Preferred Stock (7,730,909 of which are issued and outstanding); and (8) 3,935,000 will have been designated as Series K Preferred Stock upon filing of the Charter Amendment (1,428,571 of which are issued and outstanding giving effect to the closing under the Securities Purchase Agreement dated July 28, 1998 ). (c) The capitalization table attached to the Schedule of Exceptions is accurate. (d) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all have been duly authorized and validly authorized and issued, are fully paid and nonassessable, nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (de) Except for (A1) this Agreement, (2) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B3) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Investors Rights Agreement by and dated as of September 30, 1997 among the Company and certain holders of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”)Company's Series J Preferred Stock, (C4) currently outstanding options to purchase 5,556,896 2,316,623 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 's 1994 Stock Plan (the “"Option Plan”") and (D) currently outstanding options to purchase 52,898 shares of Common Stock committed granted to new service providersemployees outside of the Option Plan, which have (5) warrants to purchase 1, 147,903 shares of Common Stock (not yet been approved by including the Board Warrants) granted in connection with private placements of Directorsthe Company's securities, and (6) warrants to purchase 409,091 shares of Series J Preferred Stock, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any shares of its capital stocksecurities. In addition to the aforementioned options, the Company company has reserved an additional 3,090,058 420,805 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party or subject to any agreement or understanding, and, and to the Company’s knowledge, 's knowledge there is no agreement or understanding between any persons and/or entitiesother persons, which that affects or relates to the voting or giving of written consents with respect to any security of the Company or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists will consist immediately prior to the Closing, of: (a) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 50,000,000 shares of Preferred Stock (the "Preferred Stock"), of which (i) 5,020,000 shares have been designated Series A Preferred Stock (the "Series A Preferred Stock"), all 4,988,000 of which are issued and outstanding, ; (ii) 7,016,085 5,100,000 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock (the "Series B Preferred Stock"), all 5,074,000 of which are issued and outstanding and outstanding; (iviii) 488,433 18,823,000 shares of Preferred Stock have been designated Series C Preferred Stock (the "Series C Preferred Stock"), 18,745,166 of which are outstanding; (iv) 1,666,666 shares have been designated Series D Preferred Stock (the "Series D Preferred Stock"), 1,666,666 of which are outstanding (which are initially convertible into 2,777,777 shares of Common Stock); (v) 13,888,889 shares have been designated Series D-1 Preferred Stock (the "Series D-1 Preferred Stock"), 13,169,905 of which are outstanding; and (vi) 4,000,000 shares have been designated Series E Preferred Stock (the "Series E Preferred Stock"), none of which are issued will be outstanding prior to the Closing, and outstandingup to all of which may be sold pursuant to this Agreement. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s 's Restated Certificate. (b) Common Stock. 60,000,000 120,000,000 shares of common stock, par value $0.0001 per share 0.01 (the “"Common Stock”"), of which 11,372,434 11,158,392 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”") and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 2.5 of that certain Amended and Restated the Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ ' Rights Agreement”), (C) currently outstanding warrants to purchase 4,000 shares of Series A Preferred Stock, (D) currently outstanding warrants to purchase 4,000 shares of Series B Preferred Stock, (E) currently outstanding warrants to purchase 45,000 shares of Series C Preferred Stock, (F) a currently outstanding warrant to purchase 48,611 shares of Series D-1 Preferred Stock, and (G) currently outstanding options to purchase 5,556,896 7,187,436 shares of Common Stock granted to employees employees, directors, board members, consultants and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 969,493 shares of its Common Stock for purchase issuance upon exercise of options to be granted in the future under the Company's 1997 Stock Plan. Other than Except for the provisions of the Restated Certificate, the Investors' Rights Agreement and of that certain Amended and Restated Stockholders' Voting Agreement dated as of January 25, 1999 by and among the Company and certain of its stockholders, dated July 15, 2009the other parties listed therein, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e. No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions of such agreement or understanding as the result of any merger, consolidated sale of stock or assets, change in control or any other similar transaction(s) All outstanding securities of by the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately Immediately prior to the Closing, the authorized capital of WI or will consist of: (ai) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 25,000,000 authorized shares of Preferred Stock issuable in series (the "Preferred Stock"), of which (i) 4,300,000 shares have been designated Series A Preferred Stock, all of which are issued and outstanding, (ii) 7,016,085 750,000 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and (iviii) 488,433 2,400,000 shares of Preferred Stock have been designated Series C Preferred Stock, none of which 2,081,402 are outstanding, (iv) 6,600,000 shares have been designated Series D Preferred Stock of which 6,541,013 are outstanding, (v) 4,000,000 shares have been designated Series E Preferred Stock, of which (A) 3,600,000 are outstanding and (B) 360,000 are issuable upon the conversion of securities convertible thereinto, (vi) 400,000 shares of Series E-1 Preferred Stock, of which none are outstanding and (vii) 3,000,000 shares have been designated Series F Preferred Stock all of which shares may be issued and outstandingpursuant to this Agreement. The rights, privileges and preferences of the Series F Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance on parity with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges those of the Series A Preferred Stock, Series A-1 Preferred Stock, the Series B Preferred Stock and, the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided Series E-1 Preferred Stock as set forth in Section 2.4 of that certain WI's Amended and Restated Investors’ Articles of Incorporation, the Certificate of Determination of Preferences and Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 Series D Preferred Stock (the “Investors’ Rights Agreement”"Series D Certificate of Determination"), the Certificate of Determination of Preferences and Rights of Series E Preferred Stock (Cthe "Series E Certificate of Determination") currently outstanding options to purchase 5,556,896 and the Certificate of Determination of Preferences and Rights of Series F Preferred Stock (the "Certificate of Determination, collectively, unless the context dictates otherwise, the "Articles"), respectively. (ii) Common Stock. 50,000,000 shares of Common Stock granted ("Common Stock"), of which 5,712,854 shares are issued and outstanding (including shares issued upon the exercise of Options described below). WI has reserved up to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”i) and (D) options to purchase 4,300,000 shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including issuable upon conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.Series A Preferred 25

Capitalization and Voting Rights. The authorized capital of the Company consists immediately consists, or will consist prior to the Closing, of: (a) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 9,033,333 shares of Preferred Stock (the "Preferred Stock"), of which (a) 2,500,000 shares have been designated Series A Preferred Stock, all 2,000,000 of which are issued and outstanding, (iib) 7,016,085 2,000,000 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and outstanding, (ivc) 488,433 shares 333,333 of Preferred Stock which have been designated Series C Preferred Stock, all of which are issued and outstanding, (d) 2,500,000 of which have been designated Series D Preferred Stock, 2,228,945 of which are issued and outstanding, and (e) 1,700,000 of which have been designated Series E Preferred stock, none of which are issued and outstanding, up to 1,465,261 of which may be sold pursuant to this Agreement. The 6,562,278 outstanding shares of Series A, B, C and D Preferred Stock are currently convertible into an aggregate of no more than 6,624,206 shares of Common Stock. 7 The rights, privileges and preferences of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock will be and Series E Preferred Stock are as stated in the Company’s Restated CertificateArticles. (b) Common Stock. 60,000,000 12,000,000 shares of common stock, par value $0.0001 per share stock (the “"Common Stock”"), of which 11,372,434 1,789,068 shares are issued and outstandingoutstanding and are owned by the persons and in the numbers specified in Exhibit D hereto. All such issued and outstanding shares have been duly authorized and validly issued, and are fully paid and non-assessable. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were have been issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) 1933 and any relevant applicable state securities laws, laws or pursuant to a valid exemptions exemption therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 B Preferred Stock, Series B C Preferred Stock and the Shares that may be issued under this AgreementSeries D Preferred Stock, (B) the rights provided in Section 2.4 conversion privileges of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Series E Preferred Stock to be issued pursuant to this Agreement”), (C) currently outstanding warrants issued on September 10, 1996 to purchase 192,355 shares of Series A Preferred Stock, (D) warrants issued as of November 5, 1996 to purchase 32,624 shares of Common Stock, (E) warrants to purchase 33,051 shares of Series A Preferred Stock, (F) a warrant to purchase 150,000 shares of Common Stock, (G) warrants to purchase 48,904 shares of Common Stock, (H) warrants to purchase 11,588 shares of Common Stock; (I) warrants to purchase 234,739 shares of Series E Preferred Stock, (J) options to purchase 5,556,896 1,080,029 shares of Common Stock granted to employees and other service providers pursuant to under the Company’s 2008 's 1995 Stock Plan (the “Option/Stock Issuance Plan”) , and (DK) options to purchase shares the right of Common Stock committed to new service providers, which have not yet been approved by first offer provided in paragraph 2.4 of the Board of DirectorsInvestors' Rights Agreement, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated the Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009Agreement, the Company is not a party or subject to any agreement or understanding, and, to the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which entities that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. (a) The authorized capital stock of the Company consists immediately prior to the Closing, of: : (ai) Preferred Stock. 26,229,722 20,000,000 shares of Preferred Stock, par value $0.0001 .001 per share (the “"Preferred Stock”"), of which (iA) 6,979,311 15,000 shares of Preferred Stock have been designated Series A Y Preferred Stock (the "Series Y Preferred Stock, all of which are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock"), all of which are issued and outstanding as of the date hereof, and (ivB) 488,433 20,000 shares of Preferred Stock have been designated Series C X Convertible Preferred Stock (the "Series X Preferred Stock"), none all of which are issued and outstanding. The rights, privileges and preferences outstanding as of the date hereof, and (ii) 400,000,000 shares of Common Stock of the Company, of which 65,306,999 shares were issued and outstanding as of June 27, 2003. Immediately after the Initial Closing, the respective Conversion Prices (as defined in the Certificate of Designation of the Series X Preferred Stock, which constitutes a part of the certificate of incorporation of the Company (the "Series X Designation"), and the Certificate of Designation of the Series Y Preferred Stock, which constitutes a part of the certificate of incorporation of the Company (the "Series Y Designation")) per share for shares of each of the Series X Preferred Stock and the Series Y Preferred Stock will be as stated in the Company’s Restated Certificate$.18 and $.4423 per share, respectively. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”) "), and any relevant state securities laws, or pursuant to valid exemptions therefrom. (dc) Except for (Ai) the transactions contemplated by this Agreement, (ii) the conversion privileges of the Series A Y Preferred Stock, (iii) the conversion privileges of the Series A-1 X Preferred Stock, Series B Preferred (iv) an aggregate of no more than 30,823,270 shares of its Common Stock and reserved for issuance under the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Company's Amended and Restated Investors’ Rights 1999 Stock Plan, the Vector Internet Services Inc. 1997 Stock Option Plan, the Vector Internet Services Inc. 1999 Stock Option Plan, the Company's 1999 Employee Stock Purchase Plan and the Company's Amended and Restated 2001 Stock Option and Incentive Plan (together, the "Stock Plans"), (v) an aggregate of 83,314 shares of its Common Stock reserved for issuance upon the exercise of warrants issued to VantagePoint Venture Partners 1996, L.P. and VantagePoint Communications Partners, L.P., (vi) an aggregate of 12,950,000 shares of its Common Stock reserved for issuance upon the exercise of warrants issued in connection with the guaranty of the Company's obligations under the Revolving Credit and Term Loan Agreement dated as of December 13, 2002 by and among between the Company and certain of its stockholders, dated July 15, 2009 Fleet National Bank (the “Investors’ Rights "Fleet Loan Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”") and (Dvii) options to purchase an aggregate of 2,260,909 shares of its Common Stock committed reserved for issuance upon the exercise of warrants issuable to new service providersVantagePoint Venture Partners III (Q), which have not yet been approved L.P. ("VPVP III") as contemplated by the Board Letter Agreement dated as of DirectorsMarch 5, 2003 by and between the Company and VPVP III, there are not no outstanding any options, warrants, rights subscriptions, calls, convertible securities, phantom equity, equity appreciation or similar rights, or other rights, agreements, arrangements or commitments (including contingent or otherwise) (including, without limitation, any right of conversion or exchange under any outstanding security, instrument or other agreement or any preemptive rightsright) or agreements for the purchase or acquisition from obligating either the Company or its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of its capital stock or other securities, instruments or rights which are, directly or indirectly, convertible into or exercisable or exchangeable for any shares of its capital stock. In addition to the aforementioned options, There are no outstanding contractual obligations of the Company has reserved an additional 3,090,058 shares or any of its Common Stock for purchase upon exercise of options Subsidiaries to be granted repurchase, redeem or otherwise acquire any shares or make any investment (in the future under the Planform of a loan, capital contribution or otherwise) in any other Person. Other than that certain Amended and Restated the Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009Stockholders Agreement (as defined below), the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entitiesPersons, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (ed) All outstanding securities The shares of Common Stock, the shares of Series X Preferred Stock and the shares of Series Y Preferred Stock held as of the date hereof by the Company stockholders that have executed the Voting Agreement are sufficient, if voted in accordance with the terms of the Voting Agreement, under the Delaware General Corporation Law and the Company's certificate of incorporation and by-laws to obtain the Required Stockholder Approvals (as defined in Section 2.4 below), includingregardless of whether all options, without limitationwarrants, all outstanding rights or agreements for the purchase or acquisition of any shares of the capital stock of the CompanyCommon Stock, all shares of the capital Series X Preferred Stock or shares of Series Y Preferred Stock or other voting stock of the Company issuable upon that may be exercised by any Person prior to any DSLN Stockholders Meeting (as defined in the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (iVoting Agreement) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringexercised.

Capitalization and Voting Rights. The authorized capital of the Company consists Rigel consists, or will consist immediately prior to the ClosingEffective Date, of: (a) Preferred Stock. 26,229,722 22,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”).001, (i) 6,979,311 of which 665,000 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, (ii) 7,016,085 ; 7,675,000 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which 7,500,000 are issued and outstanding and (iv) 488,433 outstanding; 8,000,000 shares of Preferred Stock have been designated Series C Preferred Stock, none of which 7,386,843 are issued and outstanding; and 5,660,000 shares of Series D Preferred Stock, of which 3,481,864 are issued and outstanding (before giving effect to any transactions with Pfizer). The rights, privileges and preferences of the Series A, Series B, Series C and Series D Preferred Stock will be are as stated in the Company’s Restated Certificaterestated certificate of incorporation. (b) Common Stock. 60,000,000 35,000,000 shares of common stock, par value $0.0001 per share .001 (the “"Common Stock”"), of which 11,372,434 2,675,333 shares are issued and outstanding. (c) The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all have been duly authorized and validly authorized and issued, are fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (d) Except for (Ai) the conversion privileges of the Series A A, Series B, Series C, and Series D Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (Bii) the rights provided in Section 2.4 paragraph 2.3 of that a certain Amended and Restated Investors’ Investor Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”)separately furnished to Pfizer, (Ciii) currently outstanding options a warrant to purchase 5,556,896 175,000 shares of Common Stock granted Series B Preferred Stock, (iv) a warrant to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) purchase 131,578 shares of Series C Preferred Stock, and (Dv) options shares to be issued to Pfizer under a certain stock purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directorsagreement executed on even date herewith, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company Rigel of any shares of its capital stocksecurities. In addition to the aforementioned optionsaddition, the Company Rigel has reserved an additional 3,090,058 5,325,000 shares of its Common Stock for purchase upon exercise of options to be granted in the future under Rigel's 1997 Stock Option Plan (the "Option Plan"). Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company Rigel is not a party or subject to any agreement or understanding, and, to the Company’s best of Rigel's knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the CompanyRigel. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to on the Closing, date of this Agreement of: (a) Preferred 35,000,000 shares of common stock, par value $0.01 per share ("Common Stock. 26,229,722 "), of which 1,056,698 shares are issued and outstanding. (b) 15,000,000 shares of Preferred Stock, par value $0.0001 0.01 per share (the “"Preferred Stock”), "): (i1) 6,979,311 shares 716 of Preferred Stock which have been designated as Series A B Preferred Stock, Stock (all of which are issued and outstanding, ); (ii2) 7,016,085 shares 450 of Preferred Stock which have been designated as Series A-1 C Preferred Stock, Stock (all of which are issued and outstanding, ); (iii3) 11,745,893 shares 345 of Preferred Stock which have been designated as Series B E Preferred Stock, Stock (344.39 of which are issued and outstanding); (4) 1,000 of which have been designated as Series F Preferred Stock (all of which are issued and outstanding and outstanding); (iv5) 488,433 shares 816 of Preferred Stock which have been designated as Series C G Preferred Stock, Stock (815.87 of which are issued and outstanding); (6) 400 of which have been designated as Series H Preferred Stock (all of which are issued and outstanding); (7) 8,140,000 of which have been designated as Series J Preferred Stock (7,730,909 of which are issued and outstanding); and (8) 1,785,800 have been designated as Series K Preferred Stock (none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (c) The capitalization table attached to the Schedule of Exceptions is accurate. (d) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all have been duly authorized and validly authorized and issued, are fully paid and nonassessable, nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (de) Except for (A1) this Agreement, (2) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B3) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Investors Rights Agreement by and dated as of September 30, 1997 among the Company and certain holders of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”)Company's Series J Preferred Stock, (C4) currently outstanding options to purchase 5,556,896 2,334,706 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 's 1994 Stock Plan (the “"Option Plan”") and (D) currently outstanding options to purchase 52,898 shares of Common Stock committed granted to new service providersemployees outside of the Option Plan, which have (5) warrants to purchase 255,482 shares of Common Stock (not yet been approved by including the Board Warrants) granted in connection with private placements of Directorsthe Company's securities, and (6) warrants to purchase 409,091 shares of Series J Preferred Stock, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any shares of its capital stocksecurities. In addition to the aforementioned options, the Company company has reserved an additional 3,090,058 412,596 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party or subject to any agreement or understanding, and, and to the Company’s knowledge, 's knowledge there is no agreement or understanding between any persons and/or entitiesother persons, which that affects or relates to the voting or giving of written consents with respect to any security of the Company or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 26,229,722 10,000,000 shares of Preferred Stock, par value $0.0001 0.001 per share (the “Preferred Stock”), (i) 6,979,311 of which 5,283,647 shares of Preferred Stock have been designated Series A Preferred Stock (the “Series A Preferred Stock”), all of which are issued and outstanding, (ii) 7,016,085 2,150,426 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock (the “Series B Preferred Stock”), all 2,137,660 of which are issued and outstanding and (iv) 488,433 1,700,000 shares of Preferred Stock have been designated Series C Preferred Stock (the “Series C Preferred Stock”), none up to all of which are issued and outstandingmay be sold pursuant to this Agreement. The rights, privileges and preferences of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 25,000,000 shares of common stockCommon Stock, par value $0.0001 0.001 per share (the “Common Stock”), 12,046,763 of which 11,372,434 shares are issued and outstanding. (c) . The outstanding shares of Common Stock and, subject are owned by the stockholders and in part to the truth and accuracy numbers specified in the Schedule of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefromExceptions. (dc) Except for (A) the conversion privileges of the Series A Preferred Stock, (B) the conversion privileges of the Series A-1 B Preferred Stock, (C) the conversion privileges of the Series B C Preferred Stock and the Shares that may to be issued under this Agreement, (BD) the rights provided in Section 2.4 Sections 2.5 and 2.7 of that certain Second Amended and Restated Investors’ Rights Agreement of even date herewith, by and among the Company Company, the Investors and certain the Founders (as defined therein), the form of its stockholders, dated July 15, 2009 which is attached hereto as Exhibit B (the “Investors’ Rights Agreement”), ) and (CE) currently outstanding options to purchase 5,556,896 1,123,383 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 1997 Stock Option/Stock Issuance Plan (the “Option Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the The Company has reserved an additional 3,090,058 586,913 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plan. Other than Except for that certain Amended and Restated Voting Agreement dated June 6, 1997 by and among the Company Company, the Investors (as defined therein) and certain of its stockholders, dated July 15, 2009the Founders (as defined therein), the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists consists, or will consist immediately prior to the closing of the first tranche of the Initial Closing, of: (a) Preferred Stock241,780,799 shares of Common Stock of which 3,695,397 are issued and outstanding. 26,229,722 The outstanding shares of Common Stock are owned by the stockholders and in the numbers specified in Exhibit B hereto. (b) 198,363,299 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), of which (i) 6,979,311 5,798,178 shares of Preferred Stock have been designated Series A Preferred StockStock (“Series A Shares”), all of which are issued and outstanding, (ii) 7,016,085 16,666,665 shares of Preferred Stock have been designated Series A-1 B Preferred StockStock (“Series B Shares”), all of which are issued and outstanding (iii) 17,037,037 shares have been designated Series C Preferred Stock (“Series C Shares”), all of which are issued and outstanding, (iiiiv) 11,745,893 71,666,667 shares of Preferred Stock have been designated Series B D Preferred StockStock (“Series D Shares”), all of which are issued and outstanding outstanding, and (ivv) 488,433 87,194,752 shares of Preferred Stock have been designated Series E Preferred Stock (“Series E Shares”, and together with Series A Shares, Series B Shares, Series C Shares and Series D Shares, the “Preferred Stock”), none of which are issued and outstandingoutstanding and all of which will be sold pursuant to this Agreement. The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are owned by the stockholders and in the numbers specified in Exhibit B hereto. The rights, privileges and preferences of the Series E Preferred Stock will be are as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all have been duly authorized and validly authorized and issued, are fully paid and nonassessablenon-assessable, and were issued in accordance compliance with the registration or qualification applicable provisions of the Securities Act of 1933, as amended (and the “Act”) regulations thereunder and any relevant state securities laws, or pursuant to valid exemptions therefromlaws and regulations. (d) Except for (A) The Company has adopted the conversion privileges of the Series A Preferred StockAmended 2004 Equity Compensation Plan, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan as amended (the “Plan”) and (D) has issued and reserved a total of 39,380,603 shares of its Common Stock for issuance upon exercise of options granted or to be granted in the future pursuant to the Plan. The Company has granted 24,241,758 options to purchase shares of Common Stock committed pursuant to new service providers, which have not yet been approved by the Board of DirectorsPlan. Except for such options or as described on Exhibit B, there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any of its securities. The Company holds no shares of its capital stockstock in its treasury. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party to or subject to any agreement or understanding, and, to the best of the Company’s knowledge, there is no agreement or understanding between any persons and/or entitiespersons, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company, except as contemplated by this Agreement, the Restated Certificate or the Ancillary Agreements. (e) All The outstanding securities options and warrants disclosed on Exhibit B attached hereto have been duly authorized and validly issued, and were issued in compliance with the Plan, the applicable provisions of the Company, including, without limitation, all outstanding shares of Securities Act and the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable regulations thereunder and any relevant state securities laws and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringregulations.

Capitalization and Voting Rights. The Immediately prior to Closing (and prior to the creation of the Series BB-3 Preferred Shares and the conversion of the Series BB-1 Preferred Shares held by Genesis entities described in Section 1.1(b)(v) above), the authorized capital of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), NIS 755,700 divided into (i) 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock42,000,996 Ordinary Shares, all of which 428,949 Ordinary Shares are issued and outstandingoutstanding and of which 4,907,003 are reserved for issuance to employees, consultants, officers, or directors of the Company and/or subsidiary thereof pursuant to the Share Option Plans (such number not including 197,500 Ordinary Shares issued upon exercise of options granted to employees of the Company), of which 4,313,226 have been allocated and the remaining 913,777 are available for future issuance, (ii) 7,016,085 shares of 1,569,004 Ordinary-Preferred Stock have been designated Series A-1 Preferred Stock, all Shares of which all are issued and outstanding, (iii) 11,745,893 shares 15,000,000 Preferred AA Shares, par value NIS 0.01, of which 13,144,070 are issued and outstanding, (iv) 13,000,000 Preferred Stock have been designated Series B Preferred StockBB-1 Shares, all par value NIS 0.01, 9,014,548 of which are issued and outstanding and (ivv) 488,433 shares of 4,000,000 Preferred Stock have been designated Series C Preferred StockBB-2 Shares, none par value NIS 0.01, 3,597,106 of which are issued and outstanding. The rightsoutstanding Ordinary Shares, privileges Ordinary-Preferred Shares, Series AA Preferred Shares, Series BB-1 Preferred Shares and preferences of the Series BB-2 Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 shares of common stockShares, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, were issued free of any lien, pledge, claim, charge, encumbrance or third party rights of any kind (“Security Interest”), and were issued in accordance compliance with all applicable laws, including the registration or qualification provisions relevant securities laws of the Securities Act State of 1933Israel. A complete and correct list of the security holders of the Company (including, all warrants and options of the Company’s capital stock) immediately prior to the Closing is set forth in Schedule 2.2 attached hereto. The individuals and entities identified in Schedule 2.2 as amended the shareholders of the Company immediately prior to the Closing are the registered owners, and to the Company’s best knowledge, the lawful owners, beneficially and of record, of all of the issued and outstanding share capital of the Company, free and clear of any Security Interest, restrictions, rights, options to purchase, proxies, voting trust and other voting agreements, calls or commitments of every kind, and none of the said individuals owns any other shares, options or other rights to subscribe for, purchase or acquire any capital stock of the Company. Immediately following the Closing the correct list of the shareholdings (including all warrants and options) of the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Company’s share capital will be as set forth in Schedule 2.2(a). Except for (Ai) the options, warrants and rights detailed in Schedule 2.2, (ii) the Issued Shares to be issued under this Agreement and the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreementsuch Issued Shares, (Biii) the rights provided in Section 2.4 Sections 2, 3 & 4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Shareholders Rights Agreement”), (Civ) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers rights pursuant to the Company’s 2008 Stock Plan (the “Plan”) Articles of Association and (Dv) options the agreed increase in the number of shares reserved under the Share Option Plans by an additional 925,000 Ordinary Shares subject to purchase shares of Common Stock committed to new service providers, which have not yet been approved by and immediately following the Board of DirectorsClosing, there are not no outstanding any or authorized subscriptions, options, warrants, calls, rights (including conversion or preemptive rights) ), commitments, anti-dilution rights, exchange rights, or agreements other rights or securities, of any nature whatsoever, or any other agreements, undertakings, promises or commitments of any character for the purchase of or acquisition from the Company of any shares of its capital stockstock or any security convertible into, or exchangeable for, or evidencing the right to subscribe for, any shares. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. (a) The authorized capital of the Company consists immediately prior to the Closingas of September 4, 2003 consisted of: : (ai) Preferred Stock. 26,229,722 160,000,000 shares of Preferred Common Stock, par value $0.0001 0.001 per share (the “Preferred Stock”)share, (i) 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are (w) 49,829,556 shares were issued and outstanding, (x) 2,403,848 shares were reserved for issuance upon conversion of the Company’s class A stock, each share of class A stock being convertible into one share of Common Stock, (y) 15,265,493 shares were reserved for issuance pursuant to the Company’s 1990 Long-Term Incentive Plan and 2000 Long-Term Incentive Plan and (z) 6,611,300 shares were reserved for issuance upon conversion of the Company’s 5½% Convertible Senior Subordinated Notes due 2008, (ii) 7,016,085 40,000,000 shares of Preferred Stock have been designated Series A-1 Preferred Stockclass A stock, all par value $0.001 per share, of which are 2,403,848 shares were issued and outstanding, and (iii) 11,745,893 30,000,000 shares of Preferred Stock have been designated Series B Preferred Stockpreferred stock, all par value $0.01 per share, of which are issued and outstanding and (iv) 488,433 no shares of Preferred Stock have been designated Series C Preferred Stock, none of which are were issued and outstanding. The rights, privileges and preferences All of the Preferred issued and outstanding shares of Common Stock will be as stated and class A stock have been duly authorized, and all of the issued and outstanding shares of Common Stock and class A stock have been validly issued, are fully paid and non-assessable, and were issued in the Company’s Restated Certificatecompliance with all applicable federal and state securities laws. (b) Common Stock. 60,000,000 All of the authorized shares of common stock, par value $0.0001 Common Stock are entitled to one (1) vote per share share. All of the authorized shares of class A stock are entitled to ten (the “Common Stock”), of which 11,372,434 shares are issued and outstanding10) votes per share. (c) The outstanding shares of Common Stock and, subject Except as set forth in part the Company SEC Documents filed at least seventy-two (72) hours prior to the truth and accuracy date of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights or as provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of DirectorsTransaction Agreements, there are not not, nor upon the consummation of the transactions contemplated hereby shall there be: (i) any outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from pursuant to which the Company of is or may become obligated to issue, sell or repurchase any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares stock or any other securities of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain (ii) any restrictions on the transfer of its stockholders, dated July 15, 2009capital stock of the Company other than pursuant to state and federal securities laws. (d) Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or as provided in the Transaction Agreements, the Company is not a party to or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates relating to the voting of shares of capital stock of the Company or the giving of written consents with respect to any security or by a shareholder or director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The Following the filing of the Restated Charter with the Secretary of State of the State of Delaware, the authorized capital of the Company consists consists, or will consist immediately prior to the Closing, of: (a) Preferred Stock. 26,229,722 11,992,424 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”)par value, of which (i) 6,979,311 1,250,000 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are currently issued and outstanding, (ii) 7,016,085 1,400,000 shares of Preferred Stock have been designated Series A-1 AA Preferred Stock, all of which are currently issued and outstanding, (iii) 11,745,893 5,454,545 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are currently issued and outstanding outstanding, and (iv) 488,433 3,887,879 shares of Preferred Stock have been designated Series C Preferred Stock, none all of which are will be issued and outstandingoutstanding immediately after the Closing (collectively, the Series A Preferred Stock, Series AA Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall be referred to herein as the “Preferred Stock”). The Preferred Stock shall have the rights, preferences, and privileges and preferences of the Preferred Stock will be as stated set forth in the Company’s Restated CertificateCharter. (b) Common Stock. 60,000,000 19,000,000 shares of common stock, $0.0001 par value $0.0001 per share (the “Common Stock”), of which 11,372,434 2,386,706 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all owned by the stockholders specified in Exhibit F attached hereto in the amounts set forth opposite each stockholder’s name. (d) The outstanding shares of Common Stock and Preferred Stock have been duly authorized and validly authorized and issued, are fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (de) Except for (Ai) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (Bii) the rights provided in Section 2.4 paragraph 3.1 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), and (Ciii) currently outstanding 1,596,029 stock options to purchase 5,556,896 shares of Common Stock granted to consultants and employees and other service providers pursuant to the Company’s 2008 2000 Stock Incentive Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors), there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements or agreements of any kind for the purchase or acquisition from the Company of any shares of its capital stocksecurities. In addition to the aforementioned options, the The Company has reserved an additional 3,090,058 a total of 3,432,735 shares of its Common Stock for purchase upon exercise of options granted pursuant to be granted the Plan, of which 1,250,000 remain available for future grants. Except as set forth in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009Investors’ Rights Agreement, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, and there is no agreement or understanding between any persons and/or entitiesof the stockholders, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists consists, or will consist immediately prior to the Initial Closing, of: (a) Preferred Stock. 26,229,722 30,213,695 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), of which (i) 6,979,311 120,000 shares of Preferred Stock have been designated Series A Preferred StockStock (the "SERIES A PREFERRED STOCK"), all of which are issued and outstanding, (ii) 7,016,085 7,763,233 shares of Preferred Stock have been designated Series A-1 B Preferred StockStock (the "SERIES B PREFERRED STOCK"), all 5,786,998 of which are issued and outstanding, (iii) 11,745,893 9,557,077 shares of Preferred Stock have been designated Series B C-1 Preferred Stock (the "SERIES C-1 PREFERRED STOCK"), 7,964,229 of which are issued and outstanding, (iv) 9,026,132 shares have been designated Series C-2 Preferred Stock (the "SERIES C-2 PREFERRED STOCK," and together with the Series C-1 Preferred Stock, all the "SERIES C PREFERRED STOCK"), 7,521,777 of which are issued and outstanding and (ivv) 488,433 2,747,253 shares of Preferred Stock have been designated Series C D Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Series D Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 3,727,000 shares are issued and outstandingoutstanding and 425,000 shares are treasury shares. (c) The outstanding shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Series C Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the currently issued and outstanding shares of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this AgreementSeries C Preferred Stock, (B) the rights provided in Section 2.4 2.3 of that certain Amended and Restated the Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ ' Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 3,550,916 shares of Common Stock granted to employees employees, consultants, directors and other service providers either pursuant to the Company’s 2008 's 2001 Stock Option Plan (the “Plan”"2001 STOCK PLAN") and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved or as otherwise granted by the Board of Directors, (D) currently outstanding warrants to purchase 1,592,846 shares of Series C-1 Preferred Stock, (E) currently outstanding warrants to purchase 1,504,355 shares of Series C-2 Preferred Stock and (F) currently outstanding warrants to purchase 1,976,235 shares of the Company's Series B Preferred Stock, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 5,940,937 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the 2001 Stock Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. (a) The authorized capital of the Company consists consists, or will consist immediately prior to the Initial Closing, of: (ai) Preferred Stock. 26,229,722 68,836,142 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”)0.0001, (i) 6,979,311 28,780,925 of which shares of Preferred Stock have been designated Series A Preferred Stock, all 28,780,925 of which are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all 3,550,000 of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 shares outstanding, 21,200,000 of Preferred Stock which have been designated Series C Preferred Stock, none 21,200,000 of which are issued and outstanding, and 15,305,217 of which have been designated Series D Preferred Stock, none of which is issued and outstanding. The relative rights, privileges and preferences of the each authorized series of Preferred Stock will be as stated in the Company’s Restated Certificate. (bii) Common Stock. 60,000,000 89,163,858 shares of common stockCommon Stock, par value $0.0001 per share (the “Common Stock”), 39,221,549 of which 11,372,434 shares are issued and outstanding. (cb) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all have been duly authorized and validly authorized and issued, are fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Securities Act”) ), and any relevant applicable state securities laws, laws or pursuant to valid exemptions therefrom. (dc) Except for (Ai) the rights provided in the Investors’ Rights Agreement, (ii) outstanding rights to purchase 6,015,622 shares of its Common Stock pursuant to the Company’s 2004 Stock Option Plan (including sub-plans thereunder), (iii) outstanding rights to purchase 150,000 shares of its Common Stock pursuant to the Company’s 2005 Stock Option Plan, (iv) warrants to purchase 648,549 shares of Common Stock and (v) the conversion privileges of the Series A C Preferred Stock and Series D Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stocksecurities. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 aggregate of 11,147,563 shares of its Common Stock for options and stock purchase upon exercise of options rights granted or to be granted in the future under the Company’s 2004 Stock Plan and 150,000 shares of its Common Stock for options granted under the Company’s 2005 Stock Plan. Other than that certain Amended and Restated Except for the Voting Agreement by and among Agreement, neither the Company and certain of its stockholders, dated July 15, 2009, the Company nor any Subsidiary is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the CompanyCompany or any Subsidiary. (ed) All outstanding equity securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) issue, are subject to a one hundred eighty (180) day “market stand-off off” restriction no less restrictive than upon an initial public offering of the provision contained Company’s securities pursuant to a registration statement filed with the Securities and Exchange Commission pursuant to the Act in a form substantially similar to Section 1.13 1.15 of the Investors’ Rights Agreement. (e) No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event. (iif) provide The Company is the sole holder of capital stock of HA. The rights and privileges of stockholders of HA are as stated in the Certificate of Incorporation of HA and bylaws of HA each in the form provided to counsel for the right Investors. The issued and outstanding capital stock of HA are all duly and validly authorized and issued and fully paid, and were issued in accordance with all applicable securities laws, rules and regulations, or pursuant to valid exemptions therefrom. There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company or HA of any capital stock or other equity interest in HA. (g) The Company is the sole holder of capital stock of VR. The rights and privileges of stockholders of VR are as stated in the Certificate of Incorporation of VR and bylaws of VR each in the form provided to counsel for the Investors. The issued and outstanding capital stock of VR are all duly and validly authorized and issued and fully paid, and were issued in accordance with all applicable securities laws, rules and regulations, or pursuant to valid exemptions therefrom. There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company or VR of any capital stock or other equity interest in VR. (h) The Company is the sole holder of capital stock of HA Europe. The rights and privileges of stockholders of HA Europe are as stated in the Certificate of Incorporation and bylaws, or similar corporate documents, of HA Europe. The issued and outstanding capital stock of HA Europe are all duly and validly authorized and issued and fully paid, and were issued in accordance with all applicable securities laws, rules and regulations, or pursuant to valid exemptions therefrom. There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company or HA Europe of any capital stock or other equity interest in HA Europe. (i) The Company is the sole holder of capital stock of VRBO. The rights and privileges of stockholders of VRBO are as stated in the Certificate of Incorporation of VRBO and bylaws of VRBO each in the form provided to counsel for the Investors. The issued and outstanding capital stock of VRBO are all duly and validly authorized and issued and fully paid, and were issued in accordance with all applicable securities laws, rules and regulations, or pursuant to valid exemptions therefrom. There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company or VRBO of any capital stock or other equity interest in VRBO. (j) The authorized capital of HR is £1,000 divided into 1,000 ordinary shares of £1.00 each, of which 100 are in issue and held by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vestedCompany. The Company retains a right rights and privileges of first refusal on transfers members of foregoing HR are as stated in the HR’s Articles of Association in the form provided to counsel for the Investors. The issued ordinary shares of HR are all duly and validly authorized and issued and fully paid, and were issued in accordance with all applicable securities laws, rules and regulations, or pursuant to valid exemptions therefrom. There are no outstanding securities of options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company until or HR of any capital stock or other equity interest in HR. (k) HR is the sole holder of capital stock of VVI. The rights and privileges of stockholders of VVI are as stated in the Certificate of Incorporation and bylaws, or similar corporate documents, of VVI. The issued and outstanding capital stock of VVI are all duly and validly authorized and issued and fully paid, and were issued in accordance with all applicable securities laws, rules and regulations, or pursuant to valid exemptions therefrom. There are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company’s initial public offering, HR or VVI of any capital stock or other equity interest in VVI.

Capitalization and Voting Rights. (a) The authorized capital of the Company as of the date hereof consists immediately prior to the Closing, of: (ai) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 27,908,743 shares of Preferred Stock (as defined in Section 12.15(a)), of which (A) 12,413,793 shares have been designated Series A Convertible Preferred StockStock (as defined in Section 12.15(a)), all of which are issued and outstanding, (iiB) 7,016,085 5,555,556 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Convertible Preferred StockStock (as defined in Section 12.15(a)), all of which are issued and outstanding and (ivC) 488,433 9,939,394 shares of Preferred Stock have been designated Series C Convertible Preferred StockStock (as defined in Section 12.15(a)), none 8,888,890 of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (bii) Common Stock. 60,000,000 123,091,257 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 7,676,194 shares are issued and outstanding. (cb) The outstanding Upon the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, each share of Series A Convertible Preferred Stock shall convert into one share of Common Stock, each share of Series B Convertible Preferred Stock shall convert into one share of Common Stock, each share of Series C Convertible Preferred Stock shall convert into the number of shares of Common Stock and, subject in part to as determined by the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933Current Certificate and each outstanding warrant (except options issued pursuant to a founder's stock restriction agreement, an employment agreement, a consulting agreement or the Company's 1998 Equity Incentive Plan, as amended (the “Act”"Plan")) and any relevant state securities laws, or pursuant to valid exemptions therefrompurchase shares of capital stock of the Company shall expire. (dc) Except for (A) the conversion privileges As of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreementdate hereof, (Bi) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 2,500,938 shares of Common Stock are currently outstanding, of which (x) options to purchase 884,160 shares of Common Stock are vested as of March 19, 2003 and (y) options to purchase 1,616,778 shares of Common Stock are not vested as of March 19, 2003, (ii) warrants to subscribe for 5,333,334 shares of C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ently outstanding, (iii) 269,817 restricted stock awards are outstanding, and (iv) an aggregate of 369,566 options, restricted stock awards or other rights to acquire capital stock of the Company shall vest or accelerate upon the consummation of the transactions contemplated by this Agreement. Except as set forth in the immediately preceding sentence, there are: (i) no outstanding options (vested or unvested), warrants, rights (including conversion, preemptive or other rights) or agreements pursuant to which the Company is or may become obligated to issue, sell or repurchase any shares of its capital stock or any other securities of the Company; (ii) no restrictions on the transfer of capital stock of the Company imposed by the Current Certificate, By-laws, any agreement to which the Company is a party (other than the Second Amended and Restated Stockholders' Agreement), any Judgment applicable to the Company, any Governmental Entity or any Applicable Law (other than (x) applicable Securities Laws restrictions or (y) with respect to applicable requirements of the HSR Act, EC Regulation and any other similar foreign antitrust or trade regulation laws applicable to the Company); (iii) no cumulative voting rights for any of the Company's capital stock; (iv) no registration rights under the Securities Act with respect to shares of the Company's capital stock other than those contained in the Second Amended and Restated Stockholders' Agreement; and (v) to the Company's knowledge, other than pursuant to this Agreement and the Second Amended and Restated Stockholders' Agreement, no options or other rights to purchase shares of capital stock from stockholders of the Company granted by such stockholders. The Company has reserved up to employees 1,393,731 shares of its Common Stock (it being understood that any shares of Common Stock subject to options and other service providers awards outstanding on the date hereof that expire or terminate unexercised or any restricted stock repurchased by the Company shall increase such maximum number of shares reserved for issuance in the future pursuant to the Company’s 2008 Stock Plan Plan) for the issuance of Common Stock, restricted stock and other stock-based awards pursuant to the exercise of options and other awards to be granted in the future pursuant to the Plan. Section 4.2(c) of the Company Disclosure Schedule sets forth as of the date of this Agreement (i) the “Plan”) and (D) name of each holder of options to purchase shares of Common Stock committed to new service providersStock, which have not yet been approved by the Board exercise price of Directorseach such option, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company number of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase issuable upon exercise of such option and the number of options to be granted in held by such holder that have vested as of March 19, 2003 and the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain vesting schedule for options not vested as of its stockholdersMarch 19, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.2003;

Capitalization and Voting Rights. The (a) Immediately prior to the Closing, the authorized capital of the Company consists immediately prior to the Closing, ofshall be US$500,000 divided into: (ai) Preferred Stock. 26,229,722 shares of Preferred Stock425,173,466 Common Shares, par value $0.0001 per share of US$0.001 each, of which (the “Preferred Stock”)1) 6,096,842 have been duly and validly issued, are fully paid, non-assessable, and outstanding and were issued in accordance with applicable Laws, (i2) 6,979,311 shares 10,427,373 Common Shares are reserved for issuance upon conversion of the Class A Preferred Stock have been designated Shares, (3) 5,000,000 Common Shares are reserved for issuance upon conversion of the Series A Preferred StockShares, (4) 12,123,314 Common Shares are reserved for issuance upon conversion of the Series B Preferred Shares, (5) 18,721,302 Common Shares are reserved for issuance upon conversion of the Series C Preferred Shares, (6) 10,000,000 Common Shares are reserved for issuance upon conversion of the Series D Preferred Shares, (7) 18,554,545 Common Shares are reserved for issuance upon conversion of the Series E Preferred Shares to be issued under this Agreement, (8) 4,300,730 Common Shares are reserved for issuance to the Founder and the Company Group’s employees, officers or directors, or any other Person qualified in accordance with the ESOP, and (9) 3,377,000 Common Shares are reserved for issuance to certain Shareholders in accordance with Section 8.8(d) of that certain Share Purchase Agreement among the Company and certain Shareholders thereof dated August 26, 2010. The rights, privileges and preferences of the Common Shares as of the Closing are as stated in the Amended Articles. (ii) 5,000,000 Series A Preferred Shares, par value of US$0.001 each, all of which have been issued and outstanding. The rights, privileges and preferences of the Series A Preferred Shares as of the Closing are as stated in the Amended Articles and Amended ▇▇▇. (iii) 12,123,314 Series B Preferred Shares, par value of US$0.001 each, all of which have been issued and outstanding. The rights, privileges and preferences of the Series B Preferred Shares as of the Closing are as stated in the Amended Articles and Amended ▇▇▇. (iv) 18,721,302 Series C Preferred Shares, par value of US$0.001 each, 17,348,382 of which have been issued and outstanding. The rights, privileges and preferences of the Series C Preferred Shares as of the Closing are as stated in the Amended Articles and Amended ▇▇▇. (v) 10,000,000 Series D Preferred Shares, par value of US$0.001 each, all of which are issued and outstanding. The rights, privileges and preferences of the Series D Preferred Shares as of the Closing are as stated in the Amended Articles and Amended ▇▇▇. (iivi) 7,016,085 shares 10,427,373 Class A Preferred Shares, par value of Preferred Stock have been designated Series A-1 Preferred StockUS$0.001 each, all of which are issued and outstanding. The rights, privileges and preferences of the Class A Preferred Shares as of the Closing are as stated in the Amended Articles and Amended ▇▇▇. (iiivii) 11,745,893 shares 18,554,545 Series E Preferred Shares, par value of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 shares of Preferred Stock have been designated Series C Preferred StockUS$0.001 each, none of which are issued and outstanding. The rights, privileges and preferences of the Series E Preferred Stock will be Shares as of the Closing are as stated in the Company’s Restated Certificate. (b) Common StockAmended Articles and Amended ▇▇▇. 60,000,000 shares of common stockExcept as set forth above, par value $0.0001 per share (disclosed in the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessableDisclosure Schedule, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except except for (Aa) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this AgreementShares, (Bb) the certain rights provided in Section 2.4 of the Transaction Documents, and (c) the options granted under the ESOP and that certain Amended and Restated Investors’ Rights Share Purchase Agreement by and among the Company and certain of its stockholdersShareholders thereof dated August 26, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors2010, there are not no outstanding any options, securities, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or shareholders agreements, or agreements of any kind for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Planequity securities. Other than that certain the Amended ▇▇▇, the ESOP and Restated Voting Agreement by the Amended Articles and among except as disclosed in the Company and certain of its stockholders, dated July 15, 2009Disclosure Schedule, the Company is not a party or subject to (a) any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security of the Company or by a director (b) any agreement under which it is or may be entitled or required to acquire any securities of the Company, any member of the Company Group or any other person. (b) The Capitalization Tables attached to this Agreement as Schedules C-1 and C-2 set forth the complete and accurate capitalization of the Company immediately prior to the Closing and immediately after the Closing, respectively, including without limitation: (x) all record and beneficial owners of all share capital or other equity interests of the Company, and (y) details of any share or other incentive options granted. (c) All share capital or equity interest of each member of the Company Group has been duly and validly issued (or subscribed for), and is fully paid and non-assessable. All share capital or equity interest of each member of the Company Group is free of Liens and any other restrictions on transfer (except for any restrictions on transfer under the Amended ▇▇▇ or pursuant to the applicable laws). No share capital or equity interest of any member of the Company Group was issued or subscribed to in violation of the preemptive rights of any Person, terms of any agreement or any Laws, by which each such Person at the time of issuance or subscription was bound. Other than as disclosed hereunder or contemplated by this Agreement, there are no (i) resolutions pending to increase the share capital of any member of the Company Group; (ii) outstanding options, warrants, proxies, agreements, pre-emptive rights or other rights relating to the share capital or equity interest of any member of the Company Group, other than as contemplated by this Agreement; (iii) outstanding Contracts or other agreements under which any member of the Company Group or any other Person purchases or may purchase or otherwise acquires or may acquire, any interest in the share capital or equity interest of any member of the Company Group; (iv) interest payable to any Shareholder (in cash or otherwise) or dividends which have accrued or been declared but are unpaid by any member of the Company Group; or (v) outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to any member of the Company Group other than the ESOP. (d) Except for the ESOP and the option agreements entered into thereunder, none of the Company’s share purchase agreements contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events. The Company has never adjusted or amended the exercise price of any share options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Amended Articles and this Agreement, the Company has no obligation (contingent or otherwise) to purchase or redeem any of its equity securities. (e) All outstanding securities None of the Company, including, without limitation, all outstanding shares memoranda and articles of the capital stock association of the Company, all shares of the capital stock each member of the Company issuable upon Group contains any provision which would restrict the conversion distribution of profits to its shareholders except where such restriction is required by applicable Laws or exercise of all convertible or exercisable securities and all other securities that provided in the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringTransaction Documents.

Capitalization and Voting Rights. The (i) Company. As of the date hereof, the authorized share capital of the Company consists immediately prior to the Closingis US$50,000, of: (a) Preferred Stock. 26,229,722 shares of Preferred Stockdivided into 38,350,000 Ordinary Shares, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which 16,500,808 Ordinary Shares are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated 2,500,000 Series A-1 Preferred StockA Preference Shares, all of which 2,476,190 Series A Preference Shares are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated 3,000,000 Series B Preferred StockPreference Shares, all of which 1,889,249 Series B Preference Shares are issued and outstanding, 1,650,000 Series C Preference Shares, of which 1,599,186 Series C Preference Shares are issued and outstanding and (iv) 488,433 shares of Preferred Stock have been designated 4,500,000 Series C Preferred StockD Preference Shares, none of which 2,493,018 Series D Preference Shares are issued and outstanding. The Company has reserved (a) 2,834,910 Ordinary Shares for issuance to officers, directors, employees, consultants or service providers of the Company pursuant to the equity incentive plan of the Company (the “ESOP”) which has been adopted by the Board of Directors and approved and ratified by the holders of equity securities of the Company (from this reserve for the ESOP, there are currently no outstanding options for the purchase of Ordinary Shares), (b) 2,476,190 Ordinary Shares for issuance upon conversion of the issued and outstanding Series A Preference Shares, (c) 1,889,249 Ordinary Shares for issuance upon conversion of the issued and outstanding Series B Preference Shares, (d) 1,599,186 Ordinary Shares for issuance upon conversion of the issued and outstanding Series C Preference Shares and (e) 2,493,018 Ordinary Shares for issuance upon conversion of the issued and outstanding Series D Preference Shares. (a) Immediately after the Closing and following adoption of the Amended and Restated Memorandum and Articles, the authorized capital of the Company shall be US$50,000, divided into 37,150,000 Ordinary Shares, of which 18,248,975 Ordinary Shares are issued and outstanding, 2,500,000 Series A Preference Shares, of which 2,476,190 Series A Preference Shares are issued and outstanding, 3,000,000 Series B Preference Shares, of which 1,889,249 Series B Preference Shares are issued and outstanding, 1,650,000 Series C Preference Shares, of which 1,599,186 Series C Preference Shares are issued and outstanding, 4,500,000 Series D Preference Shares, of which 2,493,018 Series D Preference Shares are issued and outstanding, and 1,200,000 Series E Preference Shares, of which 1,068,114 shall be issued at Closing. As of the Closing Date, the rights, privileges and preferences of the Preferred Stock will Ordinary Shares, the Series A Preference Shares, the Series B Preference Shares, the Series C Preference Shares, the Series D Preference Shares and the Series E Preference Shares shall be as stated set out in the Company’s Amended and Restated CertificateMemorandum and Articles, the Amended and Restated Shareholders Agreement, and the Amended and Restated Right of First Refusal Agreement4. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (cSection 3.2(i) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act Disclosure Schedule sets forth as of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A1) the conversion privileges date hereof and (2) immediately after the Closing, the fully diluted outstanding and authorized Equity Securities of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Companyregistered holders thereof. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately consists, or will consist prior to the Closing, of: (a) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 PREFERRED STOCK. 18,000,000 shares of Preferred Stock have been designated Series A (the "Preferred Stock"), all 8,300,000 shares of which are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all and 8,094,340 of which are issued and outstanding, (iii) 11,745,893 500,000 shares of Preferred Stock which have been designated Series A-3, and 154,581 of which are issued and outstanding, 3,100,000 shares of which have been designated Series B Preferred Stock, all and 1,325,331 of which are issued and outstanding outstanding, and (iv) 488,433 2,000,000 shares of Preferred Stock which have been designated Series C Preferred Stock, none up to all of which are issued and outstandingwill be sold pursuant to this Agreement. The rights, privileges and preferences of the Series C Preferred Stock will be as stated in the Company’s Restated Certificate. (bii) Common StockCOMMON STOCK. 60,000,000 25,000,000 shares of common stock, par value $0.0001 per share stock (the “"Common Stock”"), of which 11,372,434 712,250 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (diii) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B A-3 Preferred Stock and Series B Preferred Stock, (B) the Shares that may conversion privileges of the Series C Preferred Stock to be issued under this Agreement, (BC) the rights provided in Section 2.4 3.1 of that certain Amended and Restated Investors’ ' Rights Agreement by and among dated the date hereof between the Company and certain of its stockholders, dated July 15, 2009 the parties listed on Schedule A thereto (the “Investors’ "Rights Agreement”"), (CD) currently outstanding options to purchase 5,556,896 the rights provided in that certain Supplemental Rights Agreement dated the date hereof between the Company and Medtronic (the "Supplemental Rights Agreement") and (E) the 2,687,481 shares of Common Stock granted to employees and other service providers reserved for issuance pursuant to the Company’s 2008 's 1995 Stock Option Plan (the “"Plan”) and (D) "), of which options to purchase 2,202,701 shares of Common Stock committed to new service providers, which have not yet been approved by granted under the Board of DirectorsPlan, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party or subject to any agreement or understanding, and, to the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists Acquiror consists, or will consist immediately prior to the Closing, of: (a) Preferred Stock. 26,229,722 The authorized capital stock of the Acquiror consists of 9,100,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 shares of Series A Preferred Stock have been designated ("Acquiror Series A Preferred Stock"), all of which are issued and outstanding, (ii) 7,016,085 1,000,000 shares of Series B Preferred Stock have been designated ("Acquiror Series A-1 B Preferred Stock"), all of which 768,140 are issued and outstanding, (iii) 11,745,893 3,000,000 shares of Series C Preferred Stock have been designated ("Acquiror Series C Preferred Stock"), 2,647,778 of which are issued or outstanding, 1,455,000 shares of Series D Preferred Stock ("Acquiror Series D Preferred Stock"), 1,454,996 of which are issued or outstanding, 3,000,000 shares of Series E Preferred Stock ("Acquiror Series E Preferred Stock"), 2,604,601 of which are issued or outstanding, 1,500,000 shares of Series F Preferred Stock ("Acquiror Series F Preferred Stock"), 1,363,334 of which are issued or outstanding, and 40,000,000 shares of Common Stock ("Acquiror Common Stock"), 4,282,843 of which are issued or outstanding. The outstanding shares of Acquiror Series A Preferred Stock, Acquiror Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 shares of Preferred Stock have been designated Acquiror Series C Preferred Stock, none of which are issued and outstanding. The rightsAcquiror Series D Preferred Stock, privileges and preferences of the Acquiror Series E Preferred Stock, Acquiror Series F Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Acquiror Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.of

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closing, of: (a) Preferred StockPREFERRED STOCK. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 259,749,900 shares of Preferred Stock (the "Preferred Stock"), of which (i) 84,999,900 shares have been designated Series A Preferred Stock (the "Series A Preferred Stock"), all 84,999,900 of which are issued and outstanding, (ii) 7,016,085 shares 25,500,000 of Preferred Stock which have been designated Series A-1 Preferred Stock (the "Series A-1 Preferred Stock"), all 20,909,090 of which are issued outstanding and outstanding4,545,454 of which have been reserved for issuance by the Company, (iii) 11,745,893 14,000,000 shares of Preferred Stock have been designated Series B Preferred Stock (the "Series B Preferred Stock"), all 13,924,533 of which are issued and outstanding and none of which are reserved for issuance, (iv) 488,433 42,500,000 shares of Preferred Stock have been designated Series C Preferred Stock (the "Series C Preferred Stock"), 35,326,568 of which are outstanding and 6,759,209 of which have been reserved for issuance by the Company, (v) 53,500,000 of which have been designated Series C-1 Preferred Stock (the "Series C-1 Preferred Stock"), 11,013,429 of which are outstanding and 42,085,777 of which have been reserved for issuance by the Company, (vi) 8,000,000 of which have been designated Series D Preferred Stock (the "Series D Preferred Stock"), none of which are issued outstanding and outstanding8,000,000 of which have been reserved for issuance by the Company and (vii) 31,250,000 shares have been designated Series E Preferred Stock (the "Series E Preferred Stock"), none of which will be outstanding prior to the Closing and up to 31,250,000 of which may be sold pursuant to this Agreement. The rights, privileges and preferences of the Preferred Stock will be are as stated set forth in the Company’s 's Restated Certificate.Certificate attached hereto as EXHIBIT A. (b) Common StockCOMMON STOCK. 60,000,000 407,500,000 shares of common stock, par value $0.0001 per share of which (i) 365,000,000 have been designated Series A Common Stock (the “"Series A Common Stock”"), 3,429,143 of which 11,372,434 shares are issued outstanding and outstanding280,528,303 of which have been reserved for issuance and (ii) 42,500,000 have been designated Series B Common Stock (the "Series B Common Stock"), none of which are outstanding and 42,085,777 of which have been reserved for issuance. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”") and any relevant state securities laws including Blue Sky laws, or pursuant to valid exemptions therefrom, and in accordance with the other applicable provisions of the Act and the rules and regulations thereunder, and Rule 10b-5 under the Securities Exchange Act of 1934, as amended. (d) Except for (Ai) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this AgreementSeries B Common Stock, (Bii) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholdersStockholders Agreement, dated July August 11, 1997, as amended pursuant to that certain Admission Agreement dated November 12, 1997 and that certain Waiver and Amendment No. 1 of Stockholders Agreement dated March 15, 2009 1999 and as further amended by that certain Admission Agreement of even date herewith (the “Investors’ Rights "Stockholders Agreement”"), (Ciii) the rights provided in that certain Put/Call and Voting Agreement dated August 11, 1997, as amended pursuant to that certain Admission Agreement dated November 12, 1997 and as further amended by that certain Admission Agreement of even date herewith (the "Put/Call Agreement"), (iv) currently outstanding options to purchase 5,556,896 6,400,403 shares of Series C Preferred Stock and 18,382,053 shares of Series A Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan 's equity incentive plans, (the “Plan”v) and (D) currently outstanding options to purchase an aggregate of 13,645,834 shares of Series A Common Stock committed granted outside of the Company's equity incentive plans, (vi) currently outstanding options to new service providerspurchase 162,916 shares of Series C Preferred Stock granted to vendors pursuant to the Company's equity incentive plans, which have not yet been approved by (vii) the Board of Directorsrights provided in that certain Convertible Promissory Note Purchase Agreement dated November 12, 1997, and (viii) the rights provided in that certain Convertible Note Purchase Agreement dated July 23, 1997, there are not no outstanding any options, warrants, rights (including conversion or preemptive rightsrights and rights of first refusal) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party or subject to any agreement or understanding, and, to the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents or proxies with respect to any security of the Company's securities or the voting by a director of the CompanyCompany other than the Put/Call Agreement and the Stockholders Agreement. (e) All EXHIBIT E sets forth the outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock and fully-diluted capitalization of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 as of the Investors’ Rights Agreement, (ii) provide for date hereof immediately prior to the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities sale of the Company until Series E Preferred Stock hereunder and on a pro forma basis assuming the Company’s initial public offeringsale and purchase of 31,250,000 shares of Series E Preferred Stock pursuant to this Agreement.

Capitalization and Voting Rights. (a) The authorized authorized, issued -------------------------------- and outstanding capital stock of the Company consists will consist immediately prior to the Closing, Closing of: (ai) Preferred Stock. 26,229,722 13,720,000 shares of Preferred --------------- Stock, par value $0.0001 per share 0.001 (the “"Preferred Stock”"), of which (i) 6,979,311 3,310,000 shares of Preferred Stock have been designated Series A Preferred Stock (the "Series A Preferred Stock"), all of which 3,309,953 shares are issued and outstanding, (ii) 7,016,085 7,000,000 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock (the "Series B Preferred Stock"), all of which 6,896,552 shares are issued and outstanding and (iviii) 488,433 3,410,000 shares of Preferred Stock have been designated Series C Preferred Stock (the "Series C Preferred Stock"), none of which none are issued and outstanding. The rights, privileges and preferences of the Series A, Series B, and Series C Preferred Stock will be are as stated in the Company’s Restated Certificate. (bii) Common Stock. 60,000,000 36,280,000 shares of common stock, ------------ par value $0.0001 per share 0.001 (the “"Common Stock”"), of which 11,372,434 3,657,630 shares are issued and outstanding. (b) The outstanding shares of Series A and Series B Preferred Stock and Common Stock are owned by the stockholders and in the numbers specified in Exhibit D hereto. --------- (c) The outstanding shares of Series A and Series B Preferred Stock and Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance compliance with all applicable state and federal laws concerning the registration or qualification provisions issuance of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefromsecurities. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred StockA, Series B and Series C Preferred Stock and the Shares that may be issued under this AgreementStock, (B) the rights provided in Section 2.4 3 of that certain Amended the Stockholders' Agreement, and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently 1,004,420 options outstanding as of April 30, 2000, and such other options which have been granted in the ordinary course by the Company since such date to purchase 5,556,896 shares of the Company's Common Stock granted to employees and other service providers pursuant to the Company’s 2008 's 1997 Stock Plan Option Plan, as amended (the “"Option Plan”) and (D) "), which Option Plan authorizes the grant of options to purchase up to 2,685,000 shares of the Company's Common Stock committed to new service providers, which have not yet been approved by the Board of DirectorsStock, there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition The Company also expects to the aforementioned options, the Company has reserved an additional 3,090,058 grant warrants to purchase up to 250,000 shares of its Common Stock for purchase upon exercise of options to be granted a lender or financial institution in the future under the Planconnection with a new credit facility. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or other ownership interest in the Company or by a director of the Company. (e) All outstanding securities The issuance by the Company of 3,409,091 shares of Series C Preferred Stock as of the date hereof would constitute approximately 17.38% of the Company's outstanding capital stock, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to calculated on a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringdiluted basis.

Capitalization and Voting Rights. The authorized capital of the Company as of August 31, 1997 consists immediately prior to the Closing, of: (a) Preferred StockPREFERRED STOCK. 26,229,722 18,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 1,547,175 shares of Preferred Stock have been which are designated Series A Preferred Stock, all of which are issued and outstanding, (ii) 7,016,085 1,237,439 shares of Preferred Stock have been which are designated Series A-1 B Preferred Stock, of which 799,908 shares are issued and outstanding, (iii) 761,694 shares of which are designated Series C Preferred Stock, all of which are issued and outstanding, (iiiiv) 11,745,893 5,251,003 shares of Preferred Stock have been which are designated Series B D Preferred Stock, of which 3,200,002 shares are issued and outstanding, (v) 1,315,864 shares of which are designated Series E Preferred Stock, all of which are issued and outstanding and outstanding, (ivvi) 488,433 986,898 shares of Preferred Stock have been which are designated Series C F Preferred Stock, none all of which are issued and outstanding, (vii) 6,360,381 shares of which are designated Series G Preferred Stock, of which 3,457,500 shares are issued and outstanding, and (viii) 497,327 shares of which are designated Series H Preferred Stock, of which 493,827 shares are issued and outstanding. The rights, privileges preferences and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 B Preferred Stock, Series B C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock are as stated in the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among Certificate of Incorporation, a copy of which the Company and certain of its stockholders, dated July 15, 2009 has provided to the Purchasers (the “Investors’ Rights Agreement”"AMENDED CERTIFICATE"), . (Cb) currently outstanding options to purchase 5,556,896 COMMON STOCK. 29,000,000 shares of Common Stock granted to employees Stock, of which 7,011,555 shares are issued and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Companyoutstanding. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. (a) The authorized capital of Outlook as of the Company date hereof consists immediately prior of: (i) 200,000,000 shares of Common Stock of which, as of May 21, 2020, (v) 91,677,186 shares were issued and outstanding, (w) 1,639,404 shares were reserved for issuance for future awards pursuant to Outlook’s stock incentive plans (including its employee stock purchase plan), (x) 2,215,940 shares were issuable upon the Closingexercise of stock options outstanding or issuable upon vesting of restricted stock unit or performance stock unit awards outstanding under such stock incentive plans, of: (ay) Preferred Stock. 26,229,722 6,463,329 shares were issuable upon the exercise of outstanding warrants, with a weighted-average exercise price of $2.52 per share, and (z) there was outstanding U.S. $6,935,298 aggregate principal amount and accrued interest of senior secured convertible notes, which are convertible into Common Stock based upon the formula set forth therein and as disclosed in the SEC Documents and (ii) 10,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 shares of Preferred Stock which 1,000,000 have been designated Series A Convertible Preferred Stock, all of which are issued 1,500,000 have been designated Series B Convertible Preferred Stock, and outstanding, (ii) 7,016,085 shares of Preferred Stock 200,000 have been designated Series A-1 Convertible Preferred Stock, all and none of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of Common Stock (A) have been duly authorized and validly issued, (B) are fully paid and non-assessable and (ivC) 488,433 were issued in material compliance with all applicable federal and state securities laws and not in violation of any preemptive rights. The offer and issuance of the Shares hereunder will not obligate Outlook to issue shares of Preferred Common Stock have been designated Series C Preferred Stock, none of which are issued or other securities to any other person or entity and outstanding. The rights, privileges and preferences will not result in the adjustment of the Preferred Stock will be as stated in the Company’s Restated Certificateexercise, conversion, exchange or reset price of any outstanding security. (b) Common Stock. 60,000,000 All of the authorized shares of common stockCommon Stock are entitled to one (1) vote per share. Outlook has not taken, par value $0.0001 per share (and, to Outlook’s knowledge, no person acting on its behalf has taken, directly or indirectly, any action designed to cause or to result in the “Common Stock”), stabilization or manipulation of which 11,372,434 shares are issued and outstandingthe price of any security of Outlook to facilitate the sale or resale of any of the Shares. (c) The outstanding shares of Common Stock and, subject Except as described or referred to in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933SEC Documents, as amended (the “Act”) and any relevant state securities lawsof May 21, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors2020, there are not were not: (i) any outstanding any equity securities, options, warrants, rights (including conversion or preemptive rights) or other agreements for the purchase pursuant to which Outlook is or acquisition from the Company of may become obligated to issue, sell or repurchase any shares of its capital stock. In addition stock or any other securities of Outlook other than equity securities that may have been granted pursuant to the aforementioned optionsits stock incentive plans, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted which plans are described in the future under SEC Documents, or (ii) any restrictions on the Plan. Other transfer of capital stock of Outlook other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company pursuant to federal or state securities laws or as set forth in this Agreement. (d) Outlook is not a party to or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates relating to the voting of shares of capital stock of Outlook or the giving of written consents with respect to any security or by a stockholder or director of the CompanyOutlook. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. (a) The authorized capital of the Company consists immediately prior to the Closing, of: (ai) Preferred Stock. 26,229,722 25,245,152 shares of Company Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 of which 133,334 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, (ii) 7,016,085 200,000 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 230,000 shares of Preferred Stock have been designated Series C Preferred Stock, none of which are issued 1,000,000 shares have been designated Series D Preferred Stock, 1,500,000 shares have been designated Series D-1 Preferred Stock, 681,818 shares have been designated Series E Preferred Stock, 3,500,000 shares have been designated Series F Preferred Stock, 3,000,000 shares have been designated Series F-1 Preferred Stock, 6,000,000 shares have been designated Series G Preferred Stock, and outstanding9,000,000 shares have been designated Series H Preferred Stock. The respective rights, restrictions, privileges and preferences of the Company Preferred Stock will be are as stated in the Company’s Restated CertificateArticles. (ii) Common Stock. 100,000,000 shares of Company Common Stock. (b) Common Stock. 60,000,000 As of the Agreement Date, the number of shares of common stock, par value $0.0001 per share (the “each series of Company Preferred Stock and of Company Common Stock”), of which 11,372,434 shares are Stock issued and outstandingoutstanding is set forth on Section 3.2(b) of the Company Disclosure Schedule. (c) The outstanding shares of Common Stock and, subject Except as set forth in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration Sections 3.2(c) or qualification provisions 3.2(f) of the Securities Act of 1933Company Disclosure Schedule, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of DirectorsDate, there are not outstanding any options, warrants, instruments, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or stockholder agreements, or other agreements or instruments of any kind, including convertible debt instruments, for the purchase or acquisition from the Company of any shares of its capital stockSecurities. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party or subject to any agreement or understanding, understanding and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entitiesother persons, which that affects or relates to the voting or giving of written consents with respect to any security Security or by a director of the Company. (ed) All outstanding securities of the Company, including, without limitation, all issued and outstanding shares of the Company Common Stock and Company Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable, and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. (e) Except as set forth in the Disclosure Schedule, each series of Company Preferred Stock is presently convertible into Company Common Stock on a one-for-one basis and the consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the outstanding shares of Company Preferred Stock. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth the name and address of each Securityholder and the Securities beneficially owned by each Securityholder, and, in the case of options, warrants, instruments and other rights to acquire capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market standthe per-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreementshare exercise price payable therefor, (ii) provide for the number of shares of the Company’s capital stock each option, warrant, instrument or other right by are vested or exercisable as of the Company to repurchase unvested shares at no greater than cost and Agreement Date, (iii) whether the holder of such option, warrant, instrument or other right is an employee of the Company, (iv) whether such option, warrant, instrument or other right will survive the Effective Time, if not exercised prior thereto, and (v) whether or not any such options, warrants, instruments or other rights are not transferable (except for transfers intended to family members or for estate planning purposes) until such time be “incentive stock options” as such stock option, restricted stock and similar equity grant term is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of defined in the Company until the Company’s initial public offeringCode.

Capitalization and Voting Rights. (a) The authorized capital of the Company consists Parent consists, or will consist immediately prior to the Closing, of: (ai) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 51,910,282 shares of Preferred Stock (the "PREFERRED STOCK") will be authorized prior to the Closing, 10,000,000 of which have been designated Series F Preferred Stock (the "SERIES F PREFERRED STOCK"), all of which are outstanding prior to the Closing, 5,142,851 shares of which have been designated Series A Preferred Stock, all of which are issued and outstanding, Stock (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stockthe "SERIES A PREFERRED STOCK"), all of which are issued and outstanding and (iv) 488,433 prior to the Closing, 8,629,992 shares of Preferred Stock which have been designated Series B Preferred Stock (the "SERIES B PREFERRED STOCK"), 7,999,992 of which are issued and outstanding prior to the Closing, 9,987,439 shares of which will be designated Series C Preferred StockStock (the "SERIES C PREFERRED STOCK"), 9,987,439 of which are issued and outstanding prior to the Closing, and 18,150,000 shares of which will be designated Series D Preferred Stock (the "SERIES D PREFERRED STOCK"), none of which are issued and outstanding. The outstanding shares of Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable and were issued in compliance with applicable federal and state securities laws and have been approved by all requisite corporate and shareholder action. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate.Exhibit E. (bii) Common Stock. 60,000,000 100,000,000 shares of common stock, par value $0.0001 per share (Parent Common Stock will be authorized prior to the “Common Stock”)Closing, of which 11,372,434 8,368,818 shares are issued and outstanding. (c) . The outstanding shares of Parent Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and authorized, issued, fully paid and nonassessablenonassessable and, and were issued in accordance compliance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) applicable federal and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock laws and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended all requisite corporate and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Companystockholder action. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company as of the date hereof consists immediately prior to the Closing, of: (a) 20,000,000 shares of $.001 par value Preferred Stock ("Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”"), (i) 6,979,311 of which 2,122,000 shares of Preferred Stock have been designated Series A Convertible Preferred Stock, all of which are issued and outstanding, (ii) 7,016,085 750,000 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Convertible Preferred Stock, all of which are issued and outstanding and (iv) 488,433 740,000 shares of Preferred Stock have been designated Series C Convertible Preferred Stock and Series C-1 Convertible Preferred Stock, none 3,600,000 shares have been designated Series D Convertible Preferred Stock, 2,788,000 shares have been designated Series E Convertible Preferred Stock and 1,176,500 shares have been designated Series F Convertible Preferred Stock, of which 2,068,625 shares of Series A Convertible Preferred Stock, 619,750 shares of Series B Convertible Preferred Stock, 735,294 shares of Series C Convertible Preferred Stock, 3,599,070 shares of Series D Convertible Preferred Stock, 2,246,224 shares of Series E Convertible Preferred Stock and no shares of Series F Convertible Preferred Stock are issued and outstanding. The Except as set forth in Schedule 3.2 of Exhibit A to this Agreement, the rights, privileges and preferences of the Series A, Series B, Series C, Series C-1, Series D, Series E and Series F Convertible Preferred Stock will be are as stated in the Company’s Restated Certificate. (b) 30,000,000 shares of Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 4,332,241 shares are issued and outstanding. (c) The outstanding shares Except as set forth in Schedules 3.2 and 3.13 of Common Stock and, subject in part Exhibit A to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, there are: (Bi) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently no outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from pursuant to which the Company of is or may become obligated to issue, sell, repurchase or redeem any shares of its capital stock or any other securities of the Company; (ii) no restrictions on the transfer of capital stock of the Company imposed by the Restated Certificate or Bylaws of the Company, any agreement to which the Company is a party, any order of any court or any governmental agency to which the Company is subject, or any statute other than those imposed by relevant state and federal securities laws; (iii) no cumulative voting rights for any of the Company's capital stock; and (iv) no registration rights under the Securities Act of 1933, as amended (the "Securities Act") with respect to shares of the Company's capital stock. In addition to the aforementioned options, the The Company has reserved an additional 3,090,058 up to 1,050,000 shares of its Common Stock for purchase upon issuance pursuant to the exercise of existing options or options to be granted in the future under the Plan. Other than that certain its Amended and Restated Voting Agreement by and among the Company and certain 1994 Stock Incentive Plan. (d) Except as set forth in Schedule 3.2 of its stockholders, dated July 15, 2009Exhibit A to this Agreement, the Company is not a party to or is not subject to any agreement or understandingunderstanding relating to, and, and to the Company’s knowledge, 's knowledge there is no agreement or understanding between any persons and/or entities, entities which affects or relates to to, the voting of shares of capital stock of the Company or the giving of written consents with respect to any security or by a shareholder or director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the -------------------------------- Company consists immediately of or will consist of prior to the Closing, of: (ai) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 12,500,000 shares of Preferred Stock (the --------------- "Preferred Stock"), of which 1,500,000 shares have been designated Series A Preferred Stock (the "Series A Preferred Stock"), all 1,232,500 of which are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock which 3,000,000 have been designated Series A-1 B Preferred Stock (the "Series B Preferred Stock"), all 2,937,995 of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 shares of Preferred Stock 4,000,000 have been designated Series C Preferred Stock (the "Series C Preferred Stock"), 3,500,000 of which will be sold pursuant to this Agreement and of which 4,000,000 shares have been designated Series C1 Preferred Stock (the "Series C1 Preferred Stock"), none of which are issued and outstanding. The respective rights, privileges and preferences of the Series A, Series B, Series C and Series C1 Preferred Stock will be as stated in the Company’s 's Restated CertificateArticles. (bii) Common Stock. 60,000,000 25,000,000 shares of common stock, par value $0.0001 per share stock (the “"Common ------------ Stock”"), of which 11,372,434 2,072,025 shares are issued and outstanding. (ciii) The outstanding shares of Series A and Series B Preferred Stock and of Common Stock and, subject are owned by the shareholders in part to the truth numbers specified in Exhibit C hereto. --------- (iv) The outstanding shares of Series A and accuracy Series B Preferred Stock and of representations and warranties made by purchasers of such shares, Preferred Common Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”") and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (dv) Except for (A) the conversion privileges of the Series A A, Series B, Series C and Series C1 Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 2 of that certain the Second Amended and Restated Investors’ ' Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “"Investors’ ' Rights Agreement”"), the form of which is attached hereto as Exhibit ------- B, (C) a warrant to purchase 41,111 shares of Series B Preferred Stock and (D) - currently outstanding options to purchase 5,556,896 302,500 shares of Common Stock granted to employees and other service providers certain officers, directors and/or advisors of the Company pursuant to the Company’s 2008 1995 Stock Option Plan (the “"Option Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors"), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.of

Capitalization and Voting Rights. The authorized capital of the -------------------------------- Company consists immediately consists, or will consist prior to the Closing, of: (ai) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 14,548,963 shares of Preferred Stock (the "Preferred Stock"), of which 8,120,000 shares have been designated Series A Preferred Stock, Stock all of which are issued and outstanding, (ii) 7,016,085 2,228,963 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all Stock of which 1,992,104 shares are issued and outstanding and (iv) 488,433 outstanding, 3,800,000 shares of Preferred Stock which have been designated Series C Preferred Stock, none Stock of which 3,637,272 shares are issued and outstanding, and 400,000 shares of which have been designated Series D Preferred Stock up to all of which will be sold pursuant to this Agreement. The rights, privileges and preferences of the Series D Preferred Stock will be as stated in the Company’s 's Amended and Restated Certificate.Certificate of Incorporation attached hereto as Exhibit A. --------- (bii) Common Stock. 60,000,000 20,000,000 shares of common stock, par value $0.0001 per share stock (the “"Common ------------ Stock”"), 1,642,176 of which 11,372,434 shares are currently issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (diii) Except for (A) the conversion privileges of the Series A Preferred Stock, the Series A-1 B Preferred Stock, the Series B C Preferred Stock and the Shares that may Series D Preferred Stock to be issued under this Agreement, (B) outstanding warrants to purchase 236,859 shares of Series B Preferred Stock, (C) the rights provided in Section 2.4 of that certain the Amended and Restated Investors’ ' Rights Agreement dated October 30, 1996, as amended pursuant to Amendment No. 1 thereto of even date herewith by and among the Company and certain of its stockholders, dated July 15, 2009 investors (the “"Investors’ ' Rights Agreement”"), and (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees the rights provided in the Directed Share Agreement dated October 30, 1996 by and other service providers pursuant to among the Company’s 2008 Stock Plan Company and certain investors (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors"Directed Share Agreement"), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, ; provided that the Company has reserved an additional 3,090,058 3,500,000 shares for issuance to employees, consultants or directors of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain pursuant to equity incentive agreements approved by the Board of its stockholders, dated July 15, 2009, the Directors. The Company is not a party or subject to any agreement or understanding, and, to the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists consists, or will consist immediately prior to the Closing, of: (a) Preferred Stock. 26,229,722 33,200,000 shares of preferred stock (the "Preferred Stock, par value $0.0001 per share (the “Preferred Stock”"), of which (i) 6,979,311 shares of Preferred Stock 10,100,000 have been designated Series A Preferred Stock (the "Series A Preferred Stock"), all 10,000,000 of which are issued and outstanding, outstanding as of the date hereof; (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock 8,100,000 have been designated Series B Preferred Stock, all 7,444,770 of which are issued and outstanding and as of the date hereof; (iviii) 488,433 shares of Preferred Stock 11,000,000 have been designated Series C Preferred Stock, 10,800,507 of which are outstanding as of the date hereof; and (iv) 4,000,000 have been designated Series D Preferred Stock, none of which are issued outstanding as of the date hereof and outstandingup to all of which may be sold pursuant to this Agreement (collectively, the "Preferred Stock"). The rights, privileges and preferences of the Preferred Stock will be are as stated in the Company’s 's Restated Certificate. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”) "), and any relevant state securities laws, or pursuant to valid exemptions therefrom. (db) Except for Common Stock. 74,800,000 shares of common stock (A) the conversion privileges of the Series A Preferred "Common Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”"), (C) currently of which 5,721,221 are issued and outstanding. The outstanding options to purchase 5,556,896 shares of Common Stock granted are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Act, and any relevant state securities laws, or pursuant to valid exemptions therefrom. (c) The Company has reserved 5,700,000 shares of Common Stock for issuance to officers, directors, employees and other service providers pursuant to consultants of the Company under the Company’s 2008 's 1997 Stock Option Plan (the “"Option Plan”"), of which (1) and (D) 3,499,726 shares are issuable upon exercise of currently outstanding options to purchase shares of Common Stock committed to new service providers, which Stock; (2) 790,110 have not yet been approved by the Board of Directors, there exercised and are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted included in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All 's outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost Common Stock; and (iii3) 1,510,171 shares are not transferable (except available for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringfuture grants.

Capitalization and Voting Rights. (a) The authorized capital of the Company consists immediately prior to consists, or will consist at the Closingtime of the Funding, of: : (ai) Preferred Stock. 26,229,722 16,862,500 shares of Preferred Stock, par value $0.0001 .001 per share (the “"Preferred Stock”"), (i) 6,979,311 shares 3,862,500 of Preferred Stock have been which will be designated Series A Preferred Stock (the "Series A Preferred Stock"), all 225,000 of which are will be issued and outstandingoutstanding at the time of the Funding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all 6,500,000 of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been will be designated Series B Preferred Stock (the "Series B Preferred Stock"), all of which are 6,500,000 will be issued and outstanding and (iv) 488,433 shares at the time of Preferred Stock have been to the Funding, 3,500,000 of which will be designated Series C Preferred Stock (the "Series C Preferred Stock"), none 2,785,516 of which are will be issued and outstandingoutstanding at the time of to the Funding, and 3,000,000 of which will be designated Series D Preferred Stock (the "Series D Preferred Stock"), up to 2,868,069 of which will be issuable pursuant to this Agreement; and (ii) 22,862,500 shares of common stock, par value $.001 per share ("Common Stock"), of which 5,300,000 shares will be issued and outstanding at the time of the Funding. The rights, privileges and preferences of the Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Common Stock andand Preferred Stock will be owned by the stockholders, in the numbers specified and subject in part to the truth restrictions set forth in Exhibit B hereto, at the time of the Funding. --------- (c) At the time of the Funding, the outstanding shares of Common Stock and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are will all be duly and validly authorized and issued, fully paid and nonassessable, nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”) "), and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain the Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ ' Rights Agreement”), (C) currently outstanding and the options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providerswarrants listed in Exhibit B, which have not yet been approved by the Board of Directors, --------- there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned optionswarrants, the Company has reserved an additional 3,090,058 3,700,000 shares of its Common Stock for purchase upon exercise of options granted and to be granted in the future to directors, officers, employees, consultants and advisors under the Company's 1999 Stock Plan (the "Option Plan"). Other than that certain Except for the Amended and Restated Voting Agreement by and among in the Company and certain of its stockholders, dated July 15, 2009form attached hereto as Exhibit C, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities . Following the transactions contemplated hereby, except as set forth in the Schedule of Exceptions and except as set forth in the CompanyAmended and Restated Investors' Rights Agreement described in Section 4.11, including, without limitation, all outstanding there will be no preemptive or similar rights to purchase or otherwise acquire shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon pursuant to any provision of law, the conversion Restated Certificate or exercise the By-Laws of all convertible the Company or exercisable securities and all other securities that any agreement to which the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreementparty, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringotherwise.

Capitalization and Voting Rights. (a) The authorized capital of the Company consists immediately prior to consists, or will consist at the Closingtime of the Funding, of: : (ai) Preferred Stock. 26,229,722 18,962,500 shares of Preferred Stock, par value $0.0001 .001 per share (the “"Preferred Stock”"), (i) 6,979,311 shares 3,862,500 of Preferred Stock have been which will be designated Series A Preferred Stock (the "Series A Preferred Stock"), all 225,000 of which are will be issued and outstandingoutstanding at the time of the Funding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all 6,500,000 of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been will be designated Series B Preferred Stock (the "Series B Preferred Stock"), all of which are 6,500,000 will be issued and outstanding and (iv) 488,433 shares at the time of Preferred Stock have been the Funding, 3,500,000 of which will be designated Series C Preferred Stock (the "Series C Preferred Stock"), none 2,785,516 of which are will be issued and outstandingoutstanding at the time of the Funding, 3,000,000 of which will be designated Series D Preferred Stock (the "Series D Preferred Stock"), 2,963,672 of which will be issued and outstanding at the time of the Funding, and 2,100,000 of which will be designated Series E Preferred Stock (the "Series E Preferred Stock"), 761,421 of which will be issued and outstanding at the time of the Funding and up to 177,665 of which will be issuable pursuant to this Agreement; and (ii) 55,925,000 shares of common stock, par value $.0005 per share ("Common Stock"), of which 10,600,000 shares will be issued and outstanding at the time of the Funding. The rights, privileges and preferences of the Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Common Stock andand Preferred Stock will be owned by the stockholders, in the numbers specified and subject in part to the truth restrictions set forth in Exhibit B hereto, at the time of the Funding. --------- (c) At the time of the Funding, the outstanding shares of Common Stock and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are will all be duly and validly authorized and issued, fully paid and nonassessable, nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”) "), and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain the Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ ' Rights Agreement”), (C) currently outstanding and the options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providerswarrants listed in Exhibit B, which have not yet been approved by the Board of Directors, --------- there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned optionswarrants, the Company has reserved an additional 3,090,058 7,400,000 shares of its Common Stock for purchase upon exercise of options granted and to be granted in the future to directors, officers, employees, consultants and advisors under the Company's 1999 Stock Plan (the "Option Plan"). Other than that certain Except for the Amended and Restated Voting Agreement Agreement, dated as of May 12, 1999, by and among the Company and certain of its stockholdersthe Founders and Series B Investors, dated July 15, 2009Series C Investors and Series D Investors as defined therein, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities . Following the transactions contemplated hereby, except as set forth in the Schedule of Exceptions and except as set forth in the CompanyAmended and Restated Investors' Rights Agreement described in Section 4.8, including, without limitation, all outstanding there will be no preemptive or similar rights to purchase or otherwise acquire shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon pursuant to any provision of law, the conversion Restated Certificate or exercise the By-Laws of all convertible the Company or exercisable securities and all other securities that any agreement to which the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreementparty, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringotherwise.

Capitalization and Voting Rights. (a) The authorized capital of the Company as of the date hereof consists immediately prior to the Closing, of: (a) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), : (i) 6,979,311 160,000,000 shares of Preferred Common Stock have been designated Series A Preferred Stockof which, all as of which the date of this Agreement, (w) 63,932,731 shares are issued and outstanding, (x) 2,260,266 shares are reserved for issuance upon conversion of the Company’s Class A Stock, par value $0.001 per share (the “Class A Stock”), each share of Class A Stock being convertible into one (1) share of Common Stock, (y) 18,843,943 shares are reserved for issuance pursuant to the Company’s 2000 Long-Term Incentive Plan, of which 15,244,146 shares are issuable upon the exercise of stock options outstanding on the date hereof, and (z) 6,611,300 shares are reserved for issuance upon conversion of the Company’s 51/2% Convertible Senior Subordinated Notes due 2008; (ii) 7,016,085 40,000,000 shares of Preferred Class A Stock have been designated Series A-1 Preferred Stockof which, all as of which are issued and outstandingthe date of this Agreement, (iii) 11,745,893 2,260,266 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and 44,246 shares are reserved for issuance pursuant to the Company’s 1989 Executive Stock Purchase Plan; and (iviii) 488,433 30,000,000 shares of Preferred Stock have been designated Series C Preferred Stockpreferred stock, none par value $0.01 per share, of which no shares are issued and outstanding. The rights, privileges and preferences outstanding as of the Preferred date of this Agreement. All of the issued and outstanding shares of Common Stock will be as stated and Class A Stock (A) have been duly authorized and validly issued, (B) are fully paid and non-assessable and (C) were issued in the Company’s Restated Certificatecompliance with all applicable federal and state securities Laws and not in violation of any preemptive rights. (b) Common Stock. 60,000,000 All of the authorized shares of common stock, par value $0.0001 Common Stock are entitled to one (1) vote per share share. All of the authorized shares of Class A Stock are entitled to ten (the “Common Stock”), of which 11,372,434 shares are issued and outstanding10) votes per share. (c) The outstanding shares of Common Stock andExcept as described or referred to in Section 4.2(a) above, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions as of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directorsdate hereof, there are not not: (i) any outstanding any equity securities, options, warrants, rights (including conversion or preemptive rights) or other agreements for the purchase or acquisition from pursuant to which the Company of is or may become obligated to issue, sell or repurchase any shares of its capital stock. In addition to the aforementioned options, stock or any other securities of the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted or (ii) except as set forth in the future under Investor Agreement, any restrictions on the Plan. Other than that certain Amended and Restated Voting Agreement by and among transfer of capital stock of the Company other than pursuant to state and certain of its stockholders, dated July 15, 2009federal securities Laws. (d) Except as provided in the Investor Agreement, the Company is not a party to or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates relating to the voting of shares of capital stock of the Company or the giving of written consents with respect to any security or by a stockholder or director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 26,229,722 5,000,000 shares of Preferred Stock, par value $0.0001 .10 per share (the “"Preferred Stock”"), of which (i) 6,979,311 175,000 shares of Preferred Stock have been designated Series A Convertible Preferred Stock, all of which 248,193 shares are issued and outstanding, (ii) 7,016,085 1,552,915 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Convertible Preferred Stock, all of which are no shares will be issued and outstanding until consummation of the transactions contemplated hereby, and (iviii) 488,433 265,487 shares of Preferred Stock have been designated Series C Convertible Preferred Stock (the "Series C Preferred Stock"), none of which are no shares will be issued and outstandingoutstanding until consummation of the transactions contemplated hereby. The rights, privileges and preferences of the Series B Preferred Stock will be and Series C Preferred Stock are as stated in the Company’s Restated Certificate's Articles Supplementary to the Articles of Incorporation, the form of which is attached hereto as Exhibit D (the "Articles Supplementary"). (b) Common Stock. 60,000,000 10,000,000 shares of common stockClass A Common Stock (Voting), par value $0.0001 .10 per share (the “"Class A Common Stock”"), of which 11,372,434 6,291,392 shares are issued and outstandingoutstanding and 10,000,000 shares of Class B Common Stock (Nonvoting), par value $.10 per share (the "Class B Common Stock"), of which 30,750 shares are issued and outstanding (the Class A Common Stock and the Class B Common Stock, collectively, the "Common Stock"). (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Convertible Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended Series C Preferred Stock and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directorsexcept as otherwise set forth on Exhibit A, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 A list of all holders of 5% or more of shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon is set forth on Exhibit A, together with the conversion number of shares, options or exercise of all convertible or exercisable other derivative securities held by each such person and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringentity.

Capitalization and Voting Rights. (a) The authorized capital of the Company consists immediately prior to consists, or will consist at the Closingtime of the Funding, of: : (a) Preferred Stock. 26,229,722 i)10,362,500 shares of Preferred Stock, par value $0.0001 .001 per share (the “"Preferred Stock”"), (i) 6,979,311 shares 362,500 of Preferred Stock have been which will be designated Series A Preferred Stock (the "Series A Preferred Stock"), all 225,000 of which are will be issued and outstandingoutstanding at the time of the Funding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all 6,500,000 of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been will be designated Series B Preferred Stock (the "Series B Preferred Stock"), all of which are 6,500,000 will be issued and outstanding at the time of to the Funding, and (iv) 488,433 shares 3,500,000 of Preferred Stock have been which will be designated Series C Preferred Stock (the "Series C Preferred Stock"), none up to 2,785,516 of which are will be issuable pursuant to this Agreement; and (ii) 19,362,500 shares of common stock, par value $.001 per share ("Common Stock"), of which 5,300,000 shares will be issued and outstandingoutstanding at the time of the Funding. The rights, privileges and preferences of the Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Common Stock andand Preferred Stock will be owned by the stockholders, in the numbers specified and subject in part to the truth restrictions set forth in Exhibit B hereto, at the time of the Funding. --------- (c) At the time of the Funding, the outstanding shares of Common Stock and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are will all be duly and validly authorized and issued, fully paid and nonassessable, nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”) "), and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain the Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ ' Rights Agreement”), (C) currently outstanding and the options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directorswarrants listed in Exhibit B, there are not outstanding any --------- options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned optionswarrants, the Company has reserved an additional 3,090,058 3,700,000 shares of its Common Stock for purchase upon exercise of options granted and to be granted in the future to directors, officers, employees, consultants and advisors under the Company's 1999 Stock Plan (the "Option Plan"). Other than that certain Except for the Amended and Restated Voting Agreement by and among in the Company and certain of its stockholders, dated July 15, 2009form attached hereto as Exhibit C, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities . Following the transactions contemplated hereby, except as set forth in the Schedule of Exceptions and except as set forth in the CompanyAmended and Restated Investors' Rights Agreement described in Section 4.11, including, without limitation, all outstanding there will be no preemptive or similar rights to purchase or otherwise acquire shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon pursuant to any provision of law, the conversion Restated Certificate or exercise the By-Laws of all convertible the Company or exercisable securities and all other securities that any agreement to which the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreementparty, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringotherwise.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately consists, or will consist prior to the Closing, of: (a) 2.5.1 Preferred Stock. 26,229,722 63,196,296 shares of Preferred Stock, no par value $0.0001 per share (the “"Preferred Stock”"), (i) 6,979,311 of which 1,000,000 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, (ii) 7,016,085 2,226,667 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 shares of Preferred Stock outstanding, 17,519,776 have been designated Series C Preferred Stock, 17,158,486 of which are issued and outstanding, 1,500,000 shares have been designated Series Z Preferred Stock, 532,777 of which are issued and outstanding, 465,000 shares have been designated Series J Preferred Stock, none of which are issued and outstanding, 1,000,000 shares have been designated Series A-1 Preferred Stock, none of which are issued and outstanding, 2,226,667 shares have been designated Series B-1 Preferred Stock, none of which are issued and outstanding, 17,519,776 shares have been designated Series C-1 Preferred Stock, none of which are issued and outstanding, 9,869,205 shares have been designated Series D Preferred Stock, all of which will be issued pursuant to this Agreement, and 9,869,205 shares have been designated Series D-1 Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Series A, Series B, Series C, Series D, Series J, Series Z, Series A-1, Series B-1, Series C-1 and Series D-1 Preferred Stock will be as stated in the Company’s Restated CertificateArticles. (b) 2.5.2 Common Stock. 60,000,000 80,000,000 shares of common stock, par value $0.0001 per share stock (the “"Common Stock”"), no par value, of which 11,372,434 2,714,327 shares are issued and outstanding. (c) 2.5.3 The outstanding shares of Preferred Stock and Common Stock and, subject are owned by the shareholders and in part to the truth and accuracy numbers specified in Exhibit C hereto. 2.5.4 The outstanding shares of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were Common Stock have been issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Securities Act”") and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The entire authorized capital stock of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 4,956,643 shares of Preferred Stock (the "Preferred Stock"), of which 788,200 shares have been designated Series A Preferred Stock, all of which are issued and outstanding, (ii) 7,016,085 1,478,359 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 shares of Preferred Stock have been designated Series C Preferred Stock, none 932,401 shares have been designated Series C-1 Preferred Stock and 1,757,683 shares have been designated Series D Preferred Stock. Of the authorized Preferred Stock, 788,200 shares of which Series A Preferred, 1,478,359 shares of Series C Preferred Stock and 932,401 shares of Series C-1 Preferred Stock are issued and outstandingoutstanding and are held beneficially and of record by the persons and in the amounts specified in Schedule 2.2 of the Disclosure Schedule. The rights, privileges and preferences of the Series A Preferred Stock, the Series C Preferred Stock, Series C-1 Preferred Stock will be and the Series D Preferred Stock are as stated in the Company’s 's Restated CertificateCertificate of Incorporation attached hereto as Exhibit A. Each share of the Series A Preferred Stock is convertible into one share of Class A Common Stock, each share of the Series C Preferred Stock is convertible into 1.072261 shares of Class A Common Stock and each share of Series C-1 Preferred Stock is convertible into one share of Class A Common Stock. (b) Common Stock. 60,000,000 17,000,000 shares of common stock, par value $0.0001 per share stock (the “"Common Stock”"), of which 11,372,434 11,000,000 shares have been designated Class A Common Stock and 6,000,000 shares have been designated Class B (Non-Voting) Common Stock. Of the authorized Common Stock, 431,600 shares of Class A Common Stock and 2,316,927 shares of Class B Common Stock are issued and outstandingoutstanding and are held beneficially and of record by the persons and in the amounts specified in Schedule 2.2 of the Disclosure Schedule. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (AI) the conversion privileges of the Series A Preferred Stock, Series A-1 B Preferred Stock, Series B C Preferred Stock, Series C-1 Preferred Stock and the Shares that may be issued under Series D Preferred Stock, (ii) any rights provided for in this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Stockholders Agreement by and among dated as of the Company and certain of its stockholders, dated July 15, 2009 date hereof in the form attached as Exhibit B hereto (the “Investors’ Rights "Stockholders Agreement”)") and the Restated Certificate of Incorporation, and (Ciii) currently outstanding options to purchase 5,556,896 2,485,221 shares of Common Stock granted to employees and other service providers pursuant to reserved under the Company’s 2008 Stock Plan (the “Plan”) and (D) options 's stock plans, of which 2,038,586 shares are subject to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directorsoutstanding options, there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) ), debentures or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members convertible into or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.exchangeable

Capitalization and Voting Rights. The authorized capital of the --------------------------------- Company consists immediately consists, or will consist prior to the Closing, of: (ai) Preferred Stock. 26,229,722 10,282,883 shares of Preferred Stock, par ---------------- value $0.0001 per share 0.001 (the “"Preferred Stock”), (i) 6,979,311 of which 4,306,883 shares of Preferred Stock have been designated Series A Convertible Preferred Stock ("Series A Preferred Stock"), all of which are issued and outstanding, (ii) 7,016,085 2,101,000 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Convertible Preferred Stock ("Series B Preferred Stock"), all of which 2,099,123 shares are issued and outstanding and (iv) 488,433 3,875,000 shares of Preferred Stock have been designated Series C Convertible Preferred Stock ("Series C Preferred Stock"), none up to all of which are issued and outstandingwill be sold pursuant to this Agreement. The rights, privileges and preferences of the Series A, Series B and Series C Preferred Stock will be as stated in the Company’s Restated Certificate. (bii) Common Stock. 60,000,000 Stock 21,592,117 shares of common stockstock (Common ------------ Stock), par value $0.0001 per share (the “Common Stock”), 0.001 of which 11,372,434 6,351,208 shares are issued and outstanding. (ciii) The outstanding shares of Series A and Series B Preferred Stock and Common Stock and, subject are owned by the stockholders and in part to the truth numbers specified in Exhibit D hereto. --------- (iv) The outstanding shares of Series A and accuracy of representations and warranties made by purchasers of such shares, Series B Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were Common Stock have been issued in accordance with the registration or qualification provisions of the Securities 1933 Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (dv) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred StockA, Series B and Series C Preferred Stock and the Shares that may be issued under this AgreementStock, (B) the rights provided in Section 2.4 of that certain Amended and Restated the Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ ' Rights Agreement”), and (C) currently outstanding options to purchase 5,556,896 1,213,075 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 's 1995 Stock Option Plan (the “"Option Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors), there are not outstanding any options, warrants, rights (including conversion or preemptive rightsrights and rights of first refusal) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 1,307,050 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The As of the date hereof, the -------------------------------- authorized capital of the Company Seller consists immediately prior to the Closing, of: (a) Preferred Stock. 26,229,722 5,500,000 shares of Preferred Stock, par value --------------- $0.0001 per share 0.001 (the “"Preferred Stock”"), of which (iA) 6,979,311 1,000,000 shares of Preferred Stock have been designated Series A Preferred Stock (the "Series A Preferred Stock"), all 994,251 shares of which are issued and outstanding, and (iiB) 7,016,085 4,500,000 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and Stock (iv) 488,433 shares of Preferred Stock have been designated the "Series C B Preferred Stock"), none 4,472,843 of which are issued and outstanding. The rights, privileges and preferences of the Series A Preferred Stock will be and Series B Preferred Stock are as stated in the Company’s Seller's Restated Certificate of Incorporation dated May 27, 1997 (the "Restated Certificate"). (b) Common Stock. 60,000,000 15,000,000 shares of common stock, par value $0.0001 per share 0.001 ------------ (the “"Common Stock”"), of which 11,372,434 4,920,166 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”") and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Stock and Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 1,612,000 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Seller's 1996 Stock Option Plan (the “"Option Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors"), there are not outstanding any no options, warrants, rights (including calls, conversion rights, commitments or preemptive rights) or agreements for the purchase or acquisition from the Company agreement of any shares of its capital stock. In addition character to which the aforementioned optionsSeller is a party, or by which it may be bound, that do or may obligate the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options Seller to issue, deliver or sell, or cause to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholdersissued, dated July 15delivered or sold, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding additional shares of the capital stock of the CompanySeller, all shares of or that do or may obligate the capital stock of the Company issuable upon the conversion Seller to grant, extend or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until enter into any such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringwarrant, call, conversion right, commitment or agreement.

Capitalization and Voting Rights. The authorized capital of the Company consists will consist immediately prior to after the Closing, of: (i) PREFERRED STOCK. (a) Preferred Stock. 26,229,722 5,526,316 shares of Series A Convertible Preferred Stock, $.001 par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 shares of Preferred Stock have been designated "Series A Preferred Stock"), all of which are issued outstanding; and outstanding, (iib) 7,016,085 8,782,695 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 shares of Preferred Stock have been designated Series C Preferred Stock, none of which are issued and outstandingwill be sold pursuant to this Agreement. The rights, privileges and preferences of the Series B Preferred Stock will be as stated in the Company’s 's Restated Certificate. The Series A Preferred Stock and Series B Preferred Stock are collectively herein referred to as "Preferred Stock". (bii) Common StockCOMMON STOCK. 60,000,000 36,135,327 shares of common stock, $.001 par value $0.0001 per share (the “"Common Stock”"), of which 11,372,434 (a) 18,382,695 shares have been reserved for issuance upon conversion of the shares of Series B Preferred Stock and 5,526,316 shares have been reserved for issuance upon conversion of the shares of Series A Preferred Stock (together, the "Conversion Shares"), (b) 700,000 shares have been reserved for issuance upon conversion of the convertible term note held by ▇▇▇▇ ▇▇▇▇▇▇ in the principal amount of $500,000 (the "▇▇▇▇ ▇▇▇▇▇▇ Conversion Shares"), (c) 813,250 shares have been reserved for issuance upon the exercise of outstanding options (the "1996 Plan Options") granted to certain employees of the Company pursuant to the Company's Amended and Restated 1996 Incentive and Non-Qualified Stock Option Plan (the "1996 Plan"), (d) 300,000 shares have been reserved for issuance upon the exercise of outstanding options granted to ▇▇▇ ▇▇▇▇▇▇ (the "▇▇▇▇▇▇ Options"), (e) 1,386,750 shares have been reserved for issuance upon the exercise of options to be granted in the future to certain employees of the Company under the 1996 Plan, (f) 26,316 shares have been reserved for issuance upon the exercise of warrants granted to Silicon Valley Bank (the "Silicon Valley Bank Warrants") and (g) 9,000,000 shares are currently issued and outstanding. (ciii) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”) "), and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (div) Except for (Aa) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (Bb) the rights provided in Section 2.4 the registration rights provisions of that certain Amended and the Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ ' Rights Agreement”), (Cc) currently outstanding options to purchase 5,556,896 any other rights created under the New Transaction Agreements, and (d) as of the Closing (I) 700,000 shares of Common Stock granted to employees and other service providers pursuant to reserved for issuance upon conversion of the Company’s 2008 Stock Plan convertible term note held by ▇▇▇▇ ▇▇▇▇▇▇ in the principal amount of $500,000, (the “Plan”II) and (D) options to purchase 300,000 shares of Common Stock committed to new service providersreserved for issuance upon exercise of the ▇▇▇▇▇▇ Options, which have not yet been approved by (III) 813,250 shares of Common Stock reserved for issuance upon exercise of the Board 1996 Plan Options, and (IV) 25,000 shares reserved for issuance upon exercise of Directorsthe Silicon Valley Bank Warrants, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the The Company has reserved an additional 3,090,058 1,386,750 shares of its Common Stock for purchase upon exercise of options to be granted in the future to certain employees under the 1996 Plan. Other than that certain Amended and Restated Voting Agreement by and among Except for the Company and certain of its stockholders, dated July 15, 2009New Transaction Agreements, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the CompanyCompany or the voting or giving of written consents by a director or stockholder with respect to any security. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The (a) As of the Closing, the authorized capital stock of the Company consists immediately prior to the Closing, of: (a) Preferred Stock. 26,229,722 shares will consist of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 shares of Preferred Stock have been designated Series C Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 500,000,000 shares of common stock, par value $0.0001 0.001 per share (the “Common Stock”), and (ii) 50,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”). The capitalization of the Company and voting rights of the Common Stock and the Company’s Series A Convertible Preferred Stock (“Series A Preferred”) are identified in the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, respectively, copies of which 11,372,434 shares are issued and outstanding. have been made available to the Investor in connection with the consummation of this Agreement. As of the Closing, (ci) The outstanding 16,430,369 shares of Common Stock and, subject in part to the truth will be issued and accuracy outstanding and (ii) shares of representations and warranties made by purchasers of such shares, Preferred Stock are all duly will be issued and validly authorized and issuedoutstanding, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions which shares of the Securities Act of 1933, Preferred Stock have been designated as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefromSeries A Preferred. (db) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the The Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 has reserved 955,28 shares of Common Stock granted for issuance to officers, directors, employees and other service providers consultants of the Company pursuant to the Company’s 2008 Stock its 2021 Omnibus Incentive Plan (the “Incentive Plan”) duly adopted by the Board of Directors of the Company (the “Board of Directors”) and approved by the Company stockholders. Of such reserved shares of Common Stock, (Di) 453,266 shares have been issued pursuant to restricted stock purchase agreements and/or the exercise of options and are currently outstanding (and included as outstanding in Section 2.2(a) above), (ii) options to purchase 131,833 shares have been granted and are currently outstanding, and (iii) 517,145 shares of Common Stock committed remain available for issuance to new service providersofficers, which have not yet been approved by the Board of Directorsdirectors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition employees and consultants pursuant to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Incentive Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities which remain uncommitted and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vestedunallocated. The Company retains has made available to the Investor a right of first refusal on transfers of foregoing outstanding securities complete and accurate copy of the Company until the Company’s initial public offeringIncentive Plan.

Capitalization and Voting Rights. The authorized capital of the Company consists consists, or will consist immediately prior to the Closing, of: (a) Preferred Stock. 26,229,722 12,520,389 shares of Preferred Stock, par value $0.0001 per share 0.01 (the “Preferred Stock”), of which (i) 6,979,311 5,709,638 shares of Preferred Stock have been designated Series A Preferred Stock (the “Series A Preferred Stock”), all 5,530,150 of which are issued and outstandingoutstanding and 18,358 of which are issuable upon conversion of accrued but unpaid interest under the 2002 Note and Warrant Purchase Agreement, (ii) 7,016,085 570,344 shares of Preferred Stock have been designated Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”), all of which are issued and outstanding, (iii) 11,745,893 3,500,000 shares of Preferred Stock have been designated Series B Preferred Stock (the “Series B Preferred Stock”), all 2,737,500 of which are issued and outstanding and (iv) 488,433 2,740,407 shares of Preferred Stock have been designated Series C Preferred Stock (the “Series C Preferred Stock”), none of which are issued outstanding and outstandingall of which may be sold pursuant to this Agreement. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 20,000,000 shares of common stock, par value $0.0001 per share 0.01 (the “Common Stock”), of which 11,372,434 162,998 shares are issued and outstanding. (c) The outstanding shares of Common Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and, and subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, the Series C Preferred Stock Stock, are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Immediately after the Closing, the capitalization of the Company (taking into account the issuance and sale of the Shares and all other transactions contemplated hereby to occur prior to the Closing) will be as set forth on Section 2.3 of the Schedule of Exceptions. (e) Except for (Ai) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (Bii) the rights provided in Section 2.4 of that certain Third Amended and Restated Investors’ Rights Agreement by and among in the Company and certain of its stockholders, dated July 15, 2009 form attached hereto as Exhibit B (the “Investors’ Rights Agreement”), (Ciii) warrants to purchase 598,592 shares of Common Stock, (iv) currently outstanding options to purchase 5,556,896 380 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Synacor, Inc. 1999 Stock Option Plan (the “1999 Stock Plan”), (v) currently outstanding options to purchase 2,380,339 shares of Common Stock granted to employees and other service providers pursuant to the Synacor, Inc. 2000 Stock Plan (the “2000 Stock Plan” and, together with the 1999 Stock Plan, the “Option Plans”) and (Dvi) options the right to purchase shares of Common Stock committed to new service providers, which have not yet been approved by convert accrued interest under the Board of Directors2002 Note and Warrant Purchase Agreement, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the The Company has reserved an additional 3,090,058 aggregate of 3,075,185 shares of its Common Stock for purchase upon exercise of options under the 2000 Stock Plan. The Company has reserved an aggregate of 3,054 shares of its Common Stock for purchase upon exercise of options under the 1999 Stock Plan; however, the Company may not grant any new options from its 1999 Stock Plan. The total number of shares permitted to be granted in the future issued under the PlanOption Plans equals 3,078,239. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009Ancillary Agreements, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no (i) proxy, stockholder agreement or other agreement or understanding between any persons and/or entities, which affects or relates to the transfer, voting or giving of written consents with respect to any security or by a director of the CompanyCompany or (ii) co-sale, right of first refusal, first offer or other similar agreement with any other person or entity. (ef) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) issue, are subject to a one hundred eighty (180) day “market stand-off off” restriction no less restrictive than upon an initial public offering of the provision contained Company’s securities pursuant to a registration statement filed with the Securities and Exchange Commission (“SEC”) pursuant to the Act in a form substantially identical to Section 1.13 of the Investors’ Rights Agreement. (g) Section 2.3(g) of the Schedule of Exceptions sets forth a complete list of each security of the Company owned by any officer, director or, in the Company’s reasonable belief, key employee of the Company, or by any Affiliate (as defined in Section 7.11) or any member of the immediate family of any such individual, together with a description of the material terms of the vesting provisions and, to the Company’s knowledge, the rights of first refusal and rights of repurchase applicable to each such security. Except as contemplated by this Agreement or as set forth on the Schedule of Exceptions, there are no agreements, written or oral, between the Company and any holder of its capital stock, or, to the knowledge of the Company, among any holder of its capital stock, relating to the acquisition, disposition, or voting of the capital stock of the Company. (h) The Company has not: (i) issued any securities in violation of the requirements of Section 5 of the Act or any other law; (ii) provide for violated any rule, regulation or requirement under the right by the Company to repurchase unvested shares at no greater than cost and Securities Act or Exchange Act; (iii) are not transferable issued any securities in violation of any state securities laws; or (except for transfers to family members iv) redeemed any securities in violation of any applicable state or for estate planning purposes) until federal securities law or any agreement or contract governing the redemption of such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringsecurities.

Capitalization and Voting Rights. (i) The authorized capital is and as of the Closing will be US$14,000,000. The authorized capital of the Company consists consists, or will consist immediately prior to the Closing, of: (a) Preferred StockOrdinary Shares. 26,229,722 shares of Preferred Stock127,000,000 ordinary shares, par value $0.0001 US$0.10 per share (the “Preferred Stock”"ORDINARY SHARES"), of which 75,000,000 shares are issued and outstanding, and 52,000,000 are reserved for issuance upon conversion of the Preferred Shares issued and outstanding as of the Closing Date, upon the exercise of the Warrants as well as upon the exercise of stock options granted under the Company Option Plan. (ib) 6,979,311 shares Preferred Shares. 13,000,000 preferred shares, (1) 3,275,109 of Preferred Stock which have been designated Series A A-1 Preferred StockShares, all par value US$0.10 per share (the "SERIES A-1 PREFERRED SHARES"), 3,000,000 of which are issued and outstanding, ; (ii2) 7,016,085 shares 1,724,891 of Preferred Stock which have been designated Series A-1 A-2 Preferred StockShares, all par value US$0.10 per share (the "SERIES A-2 PREFERRED SHARES"), 1,580,000 of which are issued and outstanding, ; and (iii3) 11,745,893 shares 8,000,000 of Preferred Stock which have been designated Series B Preferred StockShares, all of which are issued par value US$0.10 per share (the "SERIES B PREFERRED SHARES", together with the Series A-1 Preferred Shares and outstanding and (iv) 488,433 shares of the Series A-2 Preferred Stock have been designated Series C Preferred StockShares, the "PREFERRED SHARES"), none of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are has been issued and outstanding. (cii) The registered capital of the PRC Subsidiary is US$35,900,000 as of the Closing, all of which is owned by the Company and has been fully paid for. (iii) On the date hereof and at the Closing, the issued and outstanding share capital of the Company is and will be as set forth in Section 3.2(iii) of the Disclosure Schedule, which lists all shareholders owning issued and outstanding shares of Common Stock andthe Company, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance together with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefromnumber held by each. (div) Except for Section 3.2(iv) of the Disclosure Schedule shows an accurate and true list of all outstanding securities of the Company and the PRC Subsidiary and their respective holders to be in effect immediately following the Closing. (Av) As of the conversion date hereof and the Closing, except as provided in this Agreement, the Ancillary Agreements, the Company Option Plan, the Warrants and the rights and privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock Shares under the Memorandum and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of DirectorsArticles, there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), proxy or shareholders agreements or agreements of any kind for the purchase or acquisition from the Company or the PRC Subsidiary of any shares of its capital stock. In addition to their securities. (vi) Except as may be provided by the aforementioned optionsterms of the Preferred Shares or as otherwise set forth in Section 3.2(vi) of the Disclosure Schedule, neither the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in nor the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company PRC Subsidiary is not a party or subject to any agreement obligation (contingent or understanding, and, otherwise) to the Company’s knowledge, there is no agreement purchase or understanding between otherwise acquire or retire any persons and/or entities, which affects equity interest held by its shareholders or relates to the voting purchase or giving otherwise acquire or retire any of written consents with respect to any security or by a director of the Companyits other outstanding securities. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately consists, or will consist prior to the Closing, of: (ai) Preferred Stock. 26,229,722 2,000,000 shares of Preferred Stock, par value $0.0001 per share 0.10 (the “Preferred Stock”"PREFERRED STOCK"), (i) 6,979,311 312,500 of which shares of Preferred Stock have been designated Series A Preferred Stock, all of which 186,500 are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all 3,000 of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all Stock of which 1,680 are issued and outstanding and (iv) 488,433 shares outstanding, 231,788 of Preferred Stock which have been designated Series C Preferred Stock, none Stock of which 153,538 are issued and outstanding, 5,000 of which have been designated Series D Preferred Stock of which none are issued and outstanding, 2,000 of which have been designated Series 1 Preferred Stock of which none are issued and outstanding, and 250,000 of which have been designated Series 2 Preferred Stock of which 500 are issued and outstanding, 5,000 of which have been designated Series E Preferred Stock of which 2,000 are issued and outstanding, and 100,000 of which have been designated Series G Preferred Stock of which 51,137.755 will be issued pursuant to this Agreement and the other stock exchange agreements that are substantially similar in form to this Agreement. The rights, privileges and preferences of the Series G Preferred Stock will be as stated in the Company’s Restated CertificateSeries G Designation. (bii) Common Stock. 60,000,000 50,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), Stock of which 11,372,434 16,746,875 shares are issued and outstanding. (ciii) The outstanding shares of Series ▇, ▇, ▇, ▇, ▇, ▇, ▇ and 2 Preferred Stock and Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were have been issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.securities

Capitalization and Voting Rights. The authorized capital of the Company consists immediately consists, or will consist prior to the Initial Closing, of: (a) 2.5.1 Preferred Stock. 26,229,722 50,418,334 shares of Preferred Stock, no par value $0.0001 per share (the “"Preferred Stock”"), (i) 6,979,311 of which 1,000,000 shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, (ii) 7,016,085 2,226,667 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 outstanding, 1,500,000 shares of Preferred Stock have been designated Series C Z Preferred Stock, 200,000 of which are issued and outstanding, 465,000 shares have been designated Series J Preferred Stock, none of which are issued and outstanding, 1,000,000 shares have been designated Series A-1 Preferred Stock, none of which are issued and outstanding, 2,226,667 shares have been designated Series B-1 Preferred Stock, none of which are issued and outstanding, 21,000,000 shares have been designated Series C-1 Preferred Stock, none of which are issued and outstanding, and 21,000,000 shares have been designated Series C Preferred Stock, at least 14,516,129 of which will be sold pursuant to this Agreement. The rights, privileges and preferences of the Series A, Series B, Series C, Series J, Series Z, Series A-1, Series B-1 and Series C-1 Preferred Stock will be as stated in the Company’s Restated CertificateArticles. (b) 2.5.2 Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share stock (the “"Common Stock”"), no par value, of which 11,372,434 2,917,500 shares are issued and outstanding. (c) 2.5.3 The outstanding shares of Preferred Stock and Common Stock and, subject are owned by the shareholders and in part to the truth and accuracy numbers specified in Exhibit C hereto. 2.5.4 The outstanding shares of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were Common Stock have been issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Securities Act”") and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (d) 2.5.5 Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 paragraph 2.3 of that certain Amended and Restated the Investors’ ' Rights Agreement by (which rights replace similar rights of first refusal set forth in certain stock purchase agreements pursuant to which certain holders of the Company's Series A, Series B and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”Series Z Preferred Stock purchased their shares), (C) currently outstanding options to purchase 5,556,896 50,000 shares of Common Stock granted to employees and other service providers or consultants pursuant to the Company’s 2008 's 1995 Stock Option/Stock Issuance Plan (the “"Plan”) and "), (D) options to purchase 465,000 shares of Common Series J Preferred Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion granted or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted to certain employees in the future under the Plan. Other than that certain Amended and Restated Voting Agreement connection with their employment by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding (E) 120,968 shares of the capital stock Series C Preferred Stock issuable upon conversion of the CompanySeries C Warrants, all (F) up to 83,655 shares of the capital stock of the Company Series Z Preferred Stock issuable upon the conversion of warrants issued (or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (ibe issued) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until connection with the Company’s initial public offering.'s equipment

Capitalization and Voting Rights. The (a) Immediately prior to the Investment Closing, the authorized capital of the Company consists immediately prior to the Closing, of: : (ai) Preferred Stock. 26,229,722 20,000,000 shares of Company Preferred Stock, par value $0.0001 per share (the “Preferred Stock”)0.0001, (iA) 6,979,311 shares 1,600,000 of Preferred Stock which have been designated Series A Preferred Stock, all of which are have been issued and are outstanding, (iiB) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all 3,858,174 of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are have been issued and outstanding and are outstanding, (ivC) 488,433 shares 1,744,186 of Preferred Stock which have been designated Series C Preferred Stock, none all of which have been issued and are outstanding and (D) 12,797,640 of which have been designated Series D Preferred Stock, 2,989,130 of which have been issued and are outstanding and 326,087 of which are reserved for issuance upon exercise of Warrants to Purchase Shares issued by the Company pursuant to that certain Note and Warrant Purchase Agreement dated as of December 30, 2013, as amended (the “Preferred Warrants”) and (ii) 35,000,000 shares of Company Common Stock, of which (A) 1,673,530 have been issued and are outstanding. The rights, privileges (B) 73,529 are reserved for issuance upon exercise of that certain Common Stock Purchase Warrant issued by the Company to CiDRA Precision Services, LLC (the “Common Warrant”), (C) 1,849,546 are reserved for issuance upon exercise of currently outstanding options to purchase shares of Company Common Stock granted to employees and preferences of the Preferred Stock will be as stated in other service providers pursuant to the Company’s Restated Certificate2010 Stock Plan (as amended, the “Option Plan”) and (D) 1,126,924 are reserved for future issuance under the Option Plan. (b) As of the Investment Closing, the Company’s capitalization will be the same as set forth in Section 3.2(a), except that the Parent Shares will be additional issued and outstanding shares of Company Common Stock. 60,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are issued and outstanding. (c) The outstanding shares of Common Company Capital Stock are all duly and validly authorized and issued, fully paid and nonassessable, and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Securities Act”) and any all relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except as set forth in Section 3.2(d) of the Disclosure Schedule and for (Ai) the conversion privileges of the Series A Company Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (Cii) currently outstanding options to purchase 5,556,896 shares of Company Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan Option Plan, (iii) the “Plan”) Preferred Warrants and (Div) options to purchase shares of the Common Stock committed to new service providers, which have not yet been approved by the Board of DirectorsWarrant, there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned stock or any options, warrants or other equity securities and there are no outstanding phantom stock rights or stock appreciation rights issued by the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the PlanCompany. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledgeKnowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director other than the Voting Agreement. Except as set forth in Section 3.2(d) of the Disclosure Schedule, the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its shares of capital stock or other equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof except as set forth in the Company’s certificate of incorporation. None of the outstanding shares of Company Capital Stock were issued in violation of any agreement, arrangement or commitment to which the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person. (e) All outstanding securities Section 3.2(e) of the Disclosure Schedule sets forth the names of the Company’s stockholders and the class, including, without limitation, all outstanding series and number of shares of the capital stock Company Capital Stock owned of record by each of such stockholders as of the Company, all Investment Closing. (f) The Company has obtained valid waivers of any rights by other parties to purchase any of the Parent Shares or other shares of Company Capital Stock in connection with the capital stock issuance of the Company issuable upon Parent Shares. (g) The Parent Shares, when issued, sold and delivered in accordance with the conversion or exercise terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all convertible or exercisable securities and all restrictions on transfer other securities that than restrictions on transfer under the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than Voting Agreement, the provision contained in Section 1.13 of ROFR Agreement, the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringBylaws and applicable state and federal securities laws. Assuming the accuracy of the representations of Parent in Section 4 of this Agreement, the Parent Shares will be issued in compliance with all applicable federal and state securities laws.

Capitalization and Voting Rights. The authorized capital of the Company consists will consist immediately prior to after the Closing, of: (ai) PREFERRED STOCK. 5,526,316 preferred stock (the "Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”"), (i) 6,979,311 shares all of Preferred Stock which have been designated Series A Preferred Stock, all of which are issued Stock and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and outstanding and (iv) 488,433 shares of Preferred Stock have been designated Series C Preferred Stock, none of which are issued and outstandingwill be sold pursuant to this Agreement. The rights, privileges and preferences of the Series A Preferred Stock will be as stated in the Company’s 's Restated Certificate. (bii) Common StockCOMMON STOCK. 60,000,000 17,726,316 shares of common stock, $.001 par value $0.0001 per share (the “"Common Stock”"), of which 11,372,434 (a) 5,526,316 shares have been reserved for issuance upon conversion of the Shares (the "Conversion Shares"), (b) 700,000 shares have been reserved for issuance upon conversion of the convertible term note held by ▇▇▇▇ ▇▇▇▇▇▇ in the principal amount of $500,000 (the "▇▇▇▇ ▇▇▇▇▇▇ Conversion Shares"), (c) 813,250 shares have been reserved for issuance upon the exercise of outstanding options (the "1996 Plan Options") granted to certain employees of the Company pursuant to the Company's Amended and Restated 1996 Incentive and Non-Qualified Stock Option Plan (the "1996 Plan"), (d) 300,000 shares have been reserved for issuance upon the exercise of outstanding options to be granted to ▇▇▇ ▇▇▇▇▇▇ on or after the Closing (the "▇▇▇▇▇▇ Options"), (e) 1,386,750 shares have been reserved for issuance upon the exercise of options to be granted in the future to certain employees of the Company under the 1996 Plan, and (f) 9,000,000 shares are currently issued and outstanding. (ciii) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”) "), and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (div) Except for (Aa) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may issued or to be issued under this Agreement, (Bb) the rights provided in Section 2.4 the registration rights provisions of that certain Amended and Restated the Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ ' Rights Agreement”), (Cc) currently outstanding options to purchase 5,556,896 any other rights created under the Transaction Agreements, and (d) as of the Closing (I) 700,000 shares of Common Stock granted to employees and other service providers pursuant to reserved for issuance upon conversion of the Company’s 2008 Stock Plan convertible term note held by ▇▇▇▇ ▇▇▇▇▇▇ in the principal amount of $500,000, (the “Plan”II) and (D) options to purchase 300,000 shares of Common Stock committed to new service providersreserved for issuance upon exercise of the ▇▇▇▇▇▇ Options, which have not yet been approved by and (III) 813,250 shares of Common Stock reserved for issuance upon exercise of the Board of Directors1996 Plan Options, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the The Company has reserved an additional 3,090,058 1,386,750 shares of its Common Stock for purchase upon exercise of options to be granted in the future to certain employees under the 1996 Plan. Other than that certain Amended and Restated Voting Agreement by and among Except for the Company and certain of its stockholders, dated July 15, 2009Transaction Agreements, the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the CompanyCompany or the voting or giving of written consents by a director or stockholder with respect to any security. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately Calico consists, or will consist prior to the Closing, of: (a) Preferred 20,000,000 shares of Common Stock. 26,229,722 , par value $.0001 per share ("Common Stock"), of which 6,044,756 shares are issued and outstanding. (b) 10,000,000 shares of Preferred Stock, par value $0.0001 .0001 per share (the “"Preferred Stock”"), (ia) 6,979,311 shares 4,030,000 of Preferred Stock which have been designated Series A Preferred Stock, all of which 4,000,000 shares are issued and outstandingoutstanding and 28,000 shares are subject to an outstanding warrant, (iib) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all 2,460,833 of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which 2,400,000 shares are issued and outstanding and 60,833 shares are subject to an outstanding warrant, (c) 1,388,890 of which have been designated Series C Preferred Stock, of which 1,388,889 shares are issued and outstanding and (ivd) 488,433 shares 890,000 of Preferred Stock have been which will be designated Series C D Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences outstanding as of the Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 shares date of common stock, par value $0.0001 per share (the “Common Stock”), of which 11,372,434 shares are issued and outstandingthis Agreement. (c) The outstanding shares of Common Stock andStock, subject in part to the truth and accuracy of representations and warranties made by purchasers of such sharesSeries A Preferred Stock, Series B Preferred Stock are all and Series C Preferred Stock of Calico have been duly and validly authorized and issued, fully paid and nonassessablenon assessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, (B) the conversion privileges of the Series A-1 B Preferred Stock, (C) the conversion privileges of the Series C Preferred Stock, (D) outstanding options to purchase not more than 1,500,000 shares of Common Stock granted to employees, (E) outstanding warrants to purchase 28,000 shares of Series A Preferred Stock and 60,833 shares of Series B Preferred Stock and the Shares that may be issued under this Agreement, or (BF) the rights provided in Section 2.4 2.3 of that certain Amended and Restated the Investors’ ' Rights Agreement by and among the Company and certain dated as of its stockholdersMay 26, dated July 151995, 2009 as amended (the “Investors’ "Amended Investor Rights Agreement”"), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company Calico of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company Calico is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.or

Capitalization and Voting Rights. The authorized capital stock of the Company consists immediately consists, or will consist prior to the Closing, of: (a) Preferred Stock. 26,229,722 13,722,936 shares of Preferred Stock, $.001 par value $0.0001 per share (the “"Preferred Stock”"), (i) 6,979,311 of which 507,500 shares of Preferred Stock have been designated Series A Preferred Stock, all 499,999 of which are issued and outstanding, (ii) 7,016,085 ; 4,264,375 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all 4,264,346 of which are issued and outstanding and (iv) 488,433 outstanding; 3,308,179 shares of Preferred Stock have been designated Series C Preferred Stock, none 3,308,179 of which are issued and outstanding; 937,000 shares have been designated Series D Preferred Stock, 937,000 of which are issued and outstanding; and 4,705,882 shares have been designated Series E Preferred Stock, none of which will be issued and outstanding prior to the First Closing. The rights, privileges and preferences of the Series A, Series B, Series C, Series D and Series E Preferred Stock will be as stated in the Company’s Restated Certificate. (b) Common Stock. 60,000,000 18,100,000 shares of common stock, par value $0.0001 per share stock (the “"Common Stock”)") $.001 par value, of which 11,372,434 961,911 shares are issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were have been issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently There are no outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) rights and rights of first refusal), or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition stock except for (a) the conversion privileges of the Series A, Series B, Series C and Series D Preferred Stock outstanding or issuable pursuant to outstanding warrants; (b) outstanding options to purchase 72,879 shares of the Company's Common Stock pursuant to its 1993 Stock Option Plan (the "1993 Option Plan"); (c) outstanding options to purchase 1,669,833 shares of the Company's Common Stock pursuant to its 1996 Equity Incentive Plan (the "1996 Plan"); (d) outstanding warrants to purchase 226,627 shares of the Company's Common Stock; (e) outstanding warrants to purchase 7,500 shares of the Company's Series A Preferred Stock; and (f) rights held by certain of the Company's stockholders pursuant to the aforementioned optionsThird Amended and Restated Stockholders' Agreement, dated as of July 10, 1998 (the " Prior Stockholders' Agreement"). The Company does not anticipate issuing any additional options to purchase shares of its Common Stock pursuant to the 1993 Option Plan. The Company has reserved an additional 3,090,058 3,500,000 shares of its Common Stock for purchase upon exercise of options to be granted in the future issuance under the 1996 Plan, of which 1,024,978 shares remain available for grant as of the date hereof. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide except for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offeringStockholders' Agreement.

Capitalization and Voting Rights. The authorized capital of the Company Parent consists immediately prior to the Closing, of: (ai) Preferred Stock. 26,229,722 There are authorized one million (1,000,000) shares of Preferred StockParent's preferred stock, par value $0.0001 per share of which one hundred (the “Preferred Stock”), (i100,000) 6,979,311 shares of Preferred Stock have been designated as Series A Preferred Stock (the "Series A Preferred Stock"), all of which are issued and outstanding, two hundred ninety thousand (ii290,000) 7,016,085 shares of Preferred Stock have been designated as Series A-1 B Preferred Stock (the "Series B Preferred Stock"), all of which are issued and outstanding, sixty thousand (iii60,000) 11,745,893 shares of Preferred Stock have been designated as Series C Preferred Stock (the "Series C Preferred Stock"), ninety five thousand (95,000) shares have been designated as Series D Preferred Stock (the "Preferred Stock" or the "Series D Preferred Stock") and thirty-four hundred eighty (3,480) shares have been designated as Series E Preferred Stock (the "Series E Preferred Stock"). One hundred thousand (100,000) shares of Series A Preferred Stock are outstanding and are convertible into a total of one million (1,000,000) shares of Parent Common Stock. Two hundred ninety thousand (290,000) shares of Series B Preferred Stock are outstanding and are convertible into the number shares of Parent Common Stock equal to $2,900,285, the liquidation value of the Series B Preferred Stock, all divided by 75% of which the market price per share of Parent Common Stock immediately prior to conversion. Sixty thousand (60,000) shares of Series C Preferred Stock are issued and outstanding and (iv) 488,433 are convertible into the number shares of Preferred Parent Common Stock have been designated equal to $600,000, the liquidation value of the Series C Preferred Stock, none divided by 75% of which the market price per share of Parent Common Stock immediately prior to conversion. Thirty-four hundred eighty (3,480) shares of Series E Preferred Stock are outstanding and are not convertible. No other shares of Parent's preferred stock are issued and outstanding. The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series E Preferred Stock are validly issued, fully paid and nonassessable and have been issued in compliance with applicable state and federal securities laws. The Series D Preferred Stock and Additional Common Stock will be issued in compliance with applicable state and federal securities laws. The rights, preferences, privileges and preferences restrictions of the Series D Preferred Stock will be are as stated in the Company’s Restated Certificate. (b) Common StockCertificate of Designation. 60,000,000 At the Closing, the Certificate of Designation will have been duly adopted in conformity with Parent's Certificate of Incorporation and Bylaws. The shares of common stockSeries D Preferred Stock and Additional Common Stock have been duly authorized, par value $0.0001 per share (and, at the “Common Stock”)Closing, of which 11,372,434 shares are will be validly issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issueddelivered, fully paid and nonassessable, and were issued free from restrictions on transfer except as set forth in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefromthis Agreement. (dii) Except for Parent Common Stock. There are authorized fifty million (A50,000,000) the conversion privileges shares of Parent Common Stock, of which 8,019,433 shares of Parent Common Stock have been duly authorized, validly issued and are outstanding, as of the Series A Preferred Stockdate hereof. Subject to Schedule 5(b)(ii) hereof, Series A-1 Preferred Stockas of the date hereof, Series B Preferred Stock and assuming the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 exercise of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any all options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company Parent of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 there would be outstanding approximately 17,000,000 shares of its Parent Common Stock for purchase upon exercise of options to be granted in the future under the PlanStock. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all The outstanding shares of the capital stock Parent Common Stock are fully paid, nonassessable and have been issued in compliance with all state and federal securities laws. Parent Common Stock issuable upon conversion of the CompanySeries D Preferred Stock (the "Conversion Stock") have been duly and validly reserved for issuance and, all shares upon issuance in accordance with the terms of Parent's Certificate of Incorporation and Bylaws and the capital stock Certificate of the Company issuable upon the conversion or exercise Designation, will be duly and validly issued, fully paid and nonassessable and will be free of all convertible or exercisable securities and all restrictions on transfer other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained restrictions on transfer set forth in Section 1.13 of the Investors’ Rights this Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately consists, or will consist prior to the Closing, of: (a) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 PREFERRED STOCK. 3,917,026 shares of Preferred Stock (the "Preferred Stock"), of which (a) 2,000,000 shares have been designated Series A Preferred Stock, all Stock of which 26,605 are to be redeemed concurrently with the issuance of the Series C Preferred Shares with the result that 1,973,395 will be issued and outstandingoutstanding and are owned by the persons, and in the numbers specified in EXHIBIT B hereto), (iib) 7,016,085 1,092,026 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which 1,092,007 are currently issued and outstanding outstanding; and (ivc) 488,433 825,000 shares of Preferred Stock which have been designated Series C Preferred Stock, none of which are currently issued or outstanding and outstandingup to 775,058 of which may be sold pursuant to this Agreement. The rights, privileges and preferences of the Series C Preferred Stock will be as stated in the Company’s Restated Certificate.Articles attached hereto as EXHIBIT A. (bii) Common StockCOMMON STOCK. 60,000,000 6,082,974 shares of common stock, par value $0.0001 per share stock (the “"Common Stock”"), of which 11,372,434 1,004,500 shares are issued and outstandingoutstanding and are owned by the persons, and in the numbers specified in EXHIBIT B hereto. (ciii) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were have been issued in accordance with the registration or qualification provisions of the Securities Act of 1933, (as amended (the “Act”defined below) and any relevant applicable state securities laws, laws or pursuant to a valid exemptions exemption therefrom. (div) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, the Series B Preferred Stock and the Shares that may Series C Preferred Stock to be issued under this Agreement, (B) the rights provided in Section paragraph 2.4 of the Investors' Rights Agreement dated February 1, 1995, which is attached hereto as EXHIBIT B, (C) the rights provided in Amendment Number One to the Investors' Rights Agreement dated of even date herewith, (D) the rights provided in that certain Amended Shareholders' Agreement among the current shareholders of the Company and Restated Investors’ Rights the Stock Restriction Agreement dated February 1, 1995 by and among the Company Company, the Investors and certain current shareholders of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”)Company, (CE) currently outstanding authorized options to purchase 5,556,896 220,500 shares of Common Stock of which 121,460 have been granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) employees, and (DF) options warrants to purchase 50,000 shares of Common Stock committed issued to new service providers▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, which have not yet been approved by the Board of DirectorsInc., there are not outstanding any options, warrants, rights (including conversion or preemptive rightsrights and rights of first refusal) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party or subject to any agreement or understanding, and, to the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the -------------------------------- Company consists consists, or will consist immediately prior to the Closing, of: (ai) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 12,852,624 shares of Preferred Stock (the --------------- "Preferred Stock"), 463,865 of which shares have been designated Series A Preferred Stock, all 437,199 of which are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all 1,495,046 of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all 1,422,481 of which are issued and outstanding outstanding, 1,495,046 of which shares have been designated Series B- 1 Preferred Stock, none of which are issued and (iv) 488,433 outstanding, 3,658,011 of which shares of Preferred Stock have been designated Series C Preferred Stock, 3,208,774 of which are issued and outstanding, 3,658,011 of which shares have been designated Series ▇- ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ of which are issued and outstanding, and 2,082,645 of which shares have been designated Series D Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock and the Series D Preferred Stock will be as stated in the Company’s 's Restated CertificateArticles. (bii) Common Stock. 60,000,000 25,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), 793,362 of ------------ which 11,372,434 shares are issued and outstanding. (ciii) The outstanding shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock andand Series C Preferred Stock are owned by the shareholders and in the numbers specified in the Capitalization Table attached hereto as Schedule C. ---------- (iv) The outstanding shares of Common Stock, subject in part to the truth Series A Preferred Stock, Series B Preferred Stock and accuracy of representations and warranties made by purchasers of such shares, Series C Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”) "), and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (dv) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 B Preferred Stock, Series B B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock and the Shares that may be issued under this AgreementSeries D Preferred Stock, (B) the rights provided in Section 2.4 26,666 shares of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain Series A Preferred Stock reserved for issuance pursuant to a warrant issued to Venture Lending with an exercise price of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”)$1.50 per share, (C) currently outstanding options to purchase 5,556,896 19,526 shares of Common Series B Preferred Stock granted to employees and other service providers reserved for issuance pursuant to the Company’s 2008 Stock Plan (the “Plan”) and a warrant issued to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with an exercise price of $3.38 per share, (D) options to purchase 4,733 shares of Common Series B Preferred Stock committed reserved for issuance pursuant to new service providersa warrant issued to Venture Lending with an exercise price of $3.38 per share, which have not yet been approved by (E) an aggregate of 43,869 shares of Series B Preferred Stock reserved for issuance pursuant to warrants issued to certain individuals with an exercise price of $3.38 per share, (F) 4,437 shares of Series B Preferred Stock reserved for issuance pursuant to a warrant issued to Silicon Valley Bank, (G) an aggregate of 60,720 shares of Series C Preferred Stock reserved for issuance pursuant to warrants issued to certain individuals with an exercise price of $3.70 per share, (H) an aggregate of 380,409 shares of Series C Preferred Stock reserved for issuance pursuant to warrants issued to certain individuals with an exercise price of $4.63 per share, (I) 8,108 shares of Series C Preferred Stock reserved for issuance pursuant to a warrant issued to Pentech Financial Services, Inc. ("Pentech"), and (J) the Board of Directorsrights set forth in the Investor Rights Agreement (as defined below), there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned optionsforegoing, the Company has reserved an additional 3,090,058 1,120,000 shares of its Common Stock for purchase issuance upon exercise of options to be granted in the future reserved for grant under the Company's 1995 Stock Option Plan, of which 995,792 shares are subject to options outstanding or committed for issuance, and sufficient shares of Common Stock for issuance upon conversion of the Series A Preferred Stock, the Series B Preferred Stock, Series B-1 Preferred Stock, the Series C Preferred Stock, the Series C-1 Preferred Stock and the Series D Preferred Stock. Other than that certain Except for the Third Amended and Restated Voting Agreement by and among of even date herewith, the Company and certain form of its stockholders, dated July 15, 2009which is attached hereto as Exhibit B (the "Voting Agreement"), the Company is not a party or --------- subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital (a) As of March 31, 2012 (the Company consists immediately prior to the Closing, of:“Capitalization Date”): (ai) Preferred Stock. 26,229,722 40,440,413 shares of Preferred Stockpreferred stock, par value $0.0001 0.001 per share (the “Preferred Stock”), of the Company were authorized, (iA) 6,979,311 750,000 of which have been designated as Series A Convertible Preferred Stock (the “Series A Preferred Stock”), 586,606 of which were outstanding, (B) 5,849,246 of which have been designated as Series B Convertible Preferred Stock (the “Series B Preferred Stock”), 4,574,931 of which were outstanding, (C) 7,368,667 of which have been designated as Series C Convertible Preferred Stock (the “Series C Preferred Stock”), 5,513,043 of which were outstanding, and (D) 26,472,500 of which have been designated as Series D Convertible Preferred Stock (the “Series D Preferred Stock”), 20,705,212 of which were outstanding. Schedule 4.3 sets forth the names of the holders of the Preferred Stock and the class, series and number of shares of the Preferred Stock owned of record by such stockholders as of the Capitalization Date, and no other shares of Preferred Stock have been designated Series A Preferred Stock, all of which are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all of which are issued and were authorized or outstanding and (iv) 488,433 shares of Preferred Stock have been designated Series C Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences as of the Preferred Stock will be as stated in the Company’s Restated CertificateCapitalization Date. (bii) Common Stock. 60,000,000 62,000,000 shares of common stock, par value $0.0001 0.001 per share (the “Common Stock”), of the Company were authorized, of which 11,372,434 11,761,781 shares are issued and were outstanding. (c) The outstanding . As of the Capitalization Date, no shares of Common Stock and, subject were held by the Company in part to its treasury. Schedule 4.3 sets forth the truth names of the holders of the Common Stock and accuracy number of representations and warranties made shares of the Common Stock owned of record by purchasers such stockholder as of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessablethe Capitalization Date, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (d) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 no other shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not were authorized or outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director as of the CompanyCapitalization Date. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists consists, or will consist immediately prior to the Closing, of: (a) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 PREFERRED STOCK. 375,000,000 shares of Preferred Stock (the "PREFERRED STOCK"), 84,999,900 shares of which have been designated Series A Preferred StockStock and are outstanding, all 70,000,000 shares of which are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred StockStock and 20,909,090 shares are outstanding, all 14,500,000 shares of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred StockStock and 13,924,553 shares are outstanding, all 60,000,000 shares of which are issued and outstanding and (iv) 488,433 shares of Preferred Stock have been designated Series C Preferred StockStock and 40,003,946 shares are outstanding, none 60,000,000 shares of which are issued designated Series C-1 Preferred Stock and none are outstanding, 12,000,000 of which are designated Series D Preferred Stock and none are outstanding. The rights, privileges and preferences of the Preferred Stock will be as stated in the Company’s 's Restated Certificate. (bii) COMMON STOCK. 425,000,000 shares of common stock ("COMMON STOCK"), 302,000,000 shares of which have been designated Series A Common Stock. Stock of which 43,850 shares are outstanding, and 60,000,000 shares of common stock, par value $0.0001 per share (the “which have been designated Series B Common Stock”), Stock none of which 11,372,434 shares are issued and outstanding. (ciii) The outstanding shares of Preferred Stock and Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are have all been duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (div) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may to be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and the Stockholders Agreement, dated August 11, 1997, among the Company NCI and certain stockholders of its stockholders, dated July 15, 2009 NCI (the “Investors’ Rights Agreement”"STOCKHOLDERS AGREEMENT"), (C) the rights provided in the Put/Call and Voting Agreement dated August 11, 1997, among NCI and certain stockholders of NCI (the "P/C VOTING AGREEMENT") and (D) currently outstanding options to purchase 5,556,896 16,608,881 shares of Series C Preferred Stock and 7,338,517 shares of Series A Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan 's equity incentive plans (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors"OPTION PLANS"), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of P/C Voting Agreement and the Investors’ Rights Stockholders Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the -------------------------------- Company consists immediately consists, or will consist prior to the Closing, of: (ai) Preferred Stock. 26,229,722 14,148,963 shares of Preferred Stock, par value $0.0001 per share --------------- Stock (the “"Preferred Stock”"), (i) 6,979,311 of which 8,120,000 shares of Preferred Stock have been designated Series A Preferred Stock, Stock all of which are issued and outstanding, (ii) 7,016,085 2,228,963 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all Stock of which 1,992,104 shares are issued and outstanding outstanding, and (iv) 488,433 3,800,000 shares of Preferred Stock which have been designated Series C Preferred Stock, none Stock of which are issued and outstanding3,637,273 shares will be sold pursuant to this Agreement. The rights, privileges and preferences of the Series C Preferred Stock will be as stated in the Company’s 's Amended and Restated Certificate.Certificate of Incorporation attached hereto as Exhibit A. --------- (bii) Common Stock. 60,000,000 20,000,000 shares of common stock, par value $0.0001 per share stock ------------ (the “"Common Stock”"), 173,729 of which 11,372,434 shares are currently issued and outstanding. (c) The outstanding shares of Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, or pursuant to valid exemptions therefrom. (diii) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 Preferred Stock, the Series B Preferred Stock and the Shares that may Series C Preferred Stock to be issued under this Agreement, (B) the rights provided in Section 2.4 of that certain the Amended and Restated Investors’ ' Rights Agreement of even date herewith by and among the Company and certain of its stockholders, dated July 15, 2009 investors (the “"Investors’ ' Rights Agreement”"), and (C) currently outstanding options to purchase 5,556,896 shares the rights provided in the Directed Share Agreement of Common Stock granted to employees even date herewith by and other service providers pursuant to among the Company’s 2008 Stock Plan Company and certain investors (the “Plan”) and (D) options to purchase shares of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors"Directed Share Agreement"), there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, ; provided that the Company has reserved an additional 3,090,058 2,750,000 shares for issuance to employees, consultants or directors of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain pursuant to equity incentive agreements approved by the Board of its stockholders, dated July 15, 2009, the Directors. The Company is not a party or subject to any agreement or understanding, and, to the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the Company consists immediately consists, or will consist prior to the Closing, of: (ai) Preferred StockPREFERRED STOCK. 26,229,722 2,000,000 shares of Preferred Stock, par value $0.0001 per share 0.10 (the “"Preferred Stock”"), (i) 6,979,311 312,500 of which shares of Preferred Stock have been designated Series A Preferred Stock, all of which 186,500 are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all 3,000 of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all Stock of which 1,817 are issued and outstanding and (iv) 488,433 shares outstanding, 231,788 of Preferred Stock which have been designated Series C Preferred Stock, none Stock of which 153,538 are issued and outstanding, 5,000 of which have been designated Series D Preferred Stock of which 5,000 are issued and outstanding, 2,000 of which have been designated Series 1 Preferred Stock of which none are issued and outstanding, and 250,000 of which have been designated Series 2 Preferred Stock of which none are issued and outstanding, 5,000 of which have been designated Series E Preferred Stock, up to all of which may be sold pursuant to this Agreement or in a subsequent sale that is substantially along the terms contained in this Agreement, as this Agreement is amended from time to time. The rights, privileges and preferences of the Series E Preferred Stock will be as stated in the Company’s Restated CertificateCertificate of Designation. (bii) Common StockCOMMON STOCK. 60,000,000 50,000,000 shares of common stockstock ("Common Stock"), par value $0.0001 per share (the “Common Stock”).001, of which 11,372,434 16,555,340 shares are issued and outstanding. (ciii) The outstanding shares of Series A, B, C, D, E, 1 and 2 Preferred Stock and Common Stock and, subject in part to the truth and accuracy of representations and warranties made by purchasers of such shares, Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance have been iss▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇e with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”) and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (div) Except for (A) the conversion privileges of the Series A A, B, C, D, E, 1 and 2 Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and the Shares that may be issued under this Agreement, (B) currently outstanding opt▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇,▇▇▇,▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Stock granted to employees pursuant to the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 Company's 1997 Incentive Plan (the “Investors’ Rights Agreement”"Option Plan"), (C) currently outstanding additional warrants and options to purchase 5,556,896 an aggregate of 6,682,644 shares of Common Stock, (D) shares issuable upon exercise of the Warrants issued pursuant to this Agreement, and (E) options to purchase 1,500,000 shares of Common Stock granted to employees and other service providers pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options to purchase shares of Common Stock contractually committed to new service providers, which have Eric Black but not yet been approved by the Board of Directorsofficially granted, there are not outstanding any options▇▇▇▇▇▇▇, warrants▇arrants, rights (including conversion or preemptive rightsrights and rights of first refusal) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 426,948 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Option Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the The Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s 's knowledge, there is no agreement or understanding between any persons and/or entities, which that affects or relates to the voting or giving of written consents with respect to any security or the voting by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.

Capitalization and Voting Rights. The authorized capital of the -------------------------------- Company consists consists, or will consist immediately prior to the Closing, of: (ai) Preferred Stock. 26,229,722 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), (i) 6,979,311 8,165,840 shares of Preferred Stock (the --------------- "Preferred Stock"), 474,536 of which shares have been designated Series A Preferred Stock, all 437,199 of which are issued and outstanding, (ii) 7,016,085 shares of Preferred Stock have been designated Series A-1 Preferred Stock, all 1,545,652 of which are issued and outstanding, (iii) 11,745,893 shares of Preferred Stock have been designated Series B Preferred Stock, all 1,422,481 of which are issued and outstanding, 1,545,652 of which shares have been designated Series B- 1 Preferred Stock, none of which are issued and outstanding, 2,300,000 of which shares have been designated Series C Preferred Stock, none of which are issued and outstanding and (iv) 488,433 2,300,000 of which shares of Preferred Stock have been designated Series C C-1 Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock will be as stated in the Company’s 's Restated CertificateArticles, in the case of the Initial Closing, or in the Restated Articles as amended by the Certificate of Amendment, in the case of any Subsequent Closing. (bii) Common Stock. 60,000,000 22,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), 764,144 of ------------ which 11,372,434 shares are issued and outstanding. (ciii) The outstanding shares of Common Stock, Series A Preferred Stock andand Series B Preferred Stock are owned by the shareholders and in the numbers specified in the Capitalization Table attached hereto as Schedule C, subject as ---------- the same may be amended in part to the truth connection with each Closing. (iv) The outstanding shares of Common Stock, Series A Preferred Stock and accuracy of representations and warranties made by purchasers of such shares, Series B Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “"Act”") and any relevant state securities laws, laws or pursuant to valid exemptions therefrom. (dv) Except for (A) the conversion privileges of the Series A Preferred Stock, Series A-1 B Preferred Stock, Series B B-1 Preferred Stock, Series C Preferred Stock and the Shares that may be issued under this AgreementSeries C-1 Preferred Stock, (B) the rights provided in Section 2.4 of that certain Amended and Restated Investors’ Rights Agreement by and among the Company and certain of its stockholders, dated July 15, 2009 (the “Investors’ Rights Agreement”), (C) currently outstanding options to purchase 5,556,896 26,666 shares of Common Series A Preferred Stock granted to employees and other service providers reserved for issuance pursuant to the Company’s 2008 Stock Plan (the “Plan”) and (D) options a warrant issued to purchase shares Venture Lending with an exercise price of Common Stock committed to new service providers, which have not yet been approved by the Board of Directors, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock. In addition to the aforementioned options, the Company has reserved an additional 3,090,058 shares of its Common Stock for purchase upon exercise of options to be granted in the future under the Plan. Other than that certain Amended and Restated Voting Agreement by and among the Company and certain of its stockholders, dated July 15, 2009, the Company is not a party or subject to any agreement or understanding, and, to the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company. (e) All outstanding securities of the Company, including, without limitation, all outstanding shares of the capital stock of the Company, all shares of the capital stock of the Company issuable upon the conversion or exercise of all convertible or exercisable securities and all other securities that the Company is obligated to issue (i) are subject to a market stand-off restriction no less restrictive than the provision contained in Section 1.13 of the Investors’ Rights Agreement, (ii) provide for the right by the Company to repurchase unvested shares at no greater than cost and (iii) are not transferable (except for transfers to family members or for estate planning purposes) until such time as such stock option, restricted stock and similar equity grant is fully vested. The Company retains a right of first refusal on transfers of foregoing outstanding securities of the Company until the Company’s initial public offering.$1.50 per share,