Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized Company Capital Stock as of the date of this Agreement consists of (i) 26,300,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (c) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 shares of Company Common Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Ibex consists of of: (i) 26,300,000 ten million (10,000,000) shares of Company Common Stock, Stock (with no par value $0.0001 per sharevalue), of which 4,912,656 one hundred forty-one thousand sixteen (141,016) shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 five million (5,000,000) shares of preferred stockPreferred Stock (with no par value), par value $0.0001 per share, forty-eight thousand thirty-five (48,035) of which (A) 8,502,752 shares have been designated as "Series A Preferred Stock, including (x) 1,650,678 ," of which all of such shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Each outstanding share of Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B A Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred is convertible into one share of Ibex Common Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Ibex Common Stock and Company Series A Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None Part 2.3 of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None Disclosure Schedule provides an accurate and complete description of the outstanding shares terms of Company Common Stock or Company Preferred Stock each repurchase option which is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound held by any Contract pursuant Ibex and to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding of such shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except Ibex has reserved 20,000 shares of Ibex Common Stock for the Company’s 2017 issuance under its 1992 Stock Incentive Option Plan, of which options to purchase 14,731 shares are outstanding as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 shares of Company Common Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) Part 2.3 of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Ibex Option that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Ibex Option; (ii) the total number of shares of Company Ibex Common Stock that are subject to such Company Ibex Option at and the time number of grantshares of Ibex Common Stock with respect to which such Ibex Option is immediately exercisable; (iii) the number date on which such Ibex Option was granted and the term of shares of Company Common Stock subject to such Company Option as of the date of this AgreementIbex Option; (iv) the exercise price of vesting schedule for such Company Ibex Option; (v) the date on which exercise price per share of Ibex Common Stock purchasable under such Company Option was grantedIbex Option; and (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Ibex Option is has been designated an “"incentive stock option” (" as defined in Section 422 of the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) in Part 2.3 of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesIbex; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesIbex; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries Ibex is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of Ibex and the Designated Shareholders, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesIbex. (ec) All outstanding shares of Company Ibex Common Stock, Company Stock and Series A Preferred Stock, Company Options and other securities of the Company all outstanding Ibex Options, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3 of the Disclosure Schedule, Ibex has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of Ibex. All securities so reacquired by Ibex were reacquired in compliance with (i) the applicable provisions of the California General Corporation Law and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of (i) 26,300,000 30,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 10,000,000 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(bPart 2.3(a) of the Company Disclosure Schedule accurately provides an accurate and completely lists all complete description of the terms of each repurchase rights option which is held by the Company with respect and to which any of such shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 20,000,000 shares of Company Common Stock for issuance under the Company Equity Incentive Plan, of which 1,962,875 options to purchase 11,180,000 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise outstanding as of Company Options granted under the Company Plan, and 67,266 shares date of Company Common Stock remain available for future issuance pursuant to the Company Planthis Agreement. Section 2.6(cPart 2.3(a) of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted and the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is has been designated an “incentive stock option” (as defined in Section 422 of the Code; and (vii) whether the exercisability of or a non-qualified stock optionright to repurchase of such Company Option will be accelerated in any way by the transactions contemplated by this Agreement. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) in Part 2.3 of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the Knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesCompany. (ec) All outstanding shares of Company Common Stock, Company Preferred Stock, Stock and all outstanding Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the DGCL and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The On the Closing Date, the authorized Company Capital Stock as capital stock of the date of this Agreement consists of SFG will consist of: (i) 26,300,000 shares an unlimited number of Company Class A Common Stock, par value $0.0001 per shareshares, of which 4,912,656 6,941,054.84 shares are issued and outstanding; (ii) an unlimited number of Class B Common shares, of which 23,218,410 shares are issued and outstanding; (iii) an unlimited number of Class X Common shares, of which no shares are issued and outstanding; (iv) an unlimited number of Class A Preferred shares, of which no shares are issued and outstanding; (v) an unlimited number of Class B Preferred shares, of which no shares are issued and outstanding; (vi) an unlimited number of Class C Preferred shares, of which 18,019 have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stockoutstanding, all of which are to be redeemed by SFG on Closing; and (vii) an unlimited number of Class F Preferred shares, of which 323,300 are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stockoutstanding, all of which are issued and outstanding as to be redeemed by SFG on Closing. (viii) All of such Securities are registered in the names of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as Selling Securityholders in the amounts indicated on Part 3.3 of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred StockDisclosure Schedule. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock Securities (i) have been duly authorized and validly issued, (ii) were issued in compliance with any applicable preemptive or similar rights, (iii) have been issued in full compliance with all applicable securities laws and are fully paid other applicable Legal Requirements and nonassessable in compliance with all applicable SFG Contracts, and are free (iv) have been issued in compliance with the articles of the articles of incorporation, by-laws or other constating documents of SFG or the terms of any Encumbrancesshareholders' agreement or any other agreement to which SFG is a party or by which it is bound. None The Selling Shareholders have delivered to the Purchaser accurate and complete copies of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject stock certificates evidencing the Shares and the Option Holders have delivered to any preemptive right, right of participation, right of maintenance or any similar right. None the Purchaser fully executed and complete copies of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of option agreements evidencing the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common StockOptions. (c) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As All of the date of this Agreement, the Company has reserved 3,214,926 shares of Company Common Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued Shares are fully paid and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactionsassessable. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) in Part 2.3 of the Company Disclosure ScheduleSchedules, there is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; Company; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the any Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any Company. (e) Except as set forth in Part 2.3 of the Disclosure Schedule, SFG has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities. All securities so reacquired by SFG were reacquired in full compliance with all applicable Legal Requirements. (f) The information in Recital A is correct and accurate in all respects. Part 2.3 of the Disclosure Schedule lists the name and state or province of residence of each holder of Securities provided to the Company or any by such holder. (g) Except as disclosed in Part 2.3 of its Subsidiaries. There the Disclosure Schedule, there are no outstanding pre-emptive rights or authorized stock appreciationagreements, phantom stock, profit participation arrangements or other similar understandings to issue pre-emptive rights with respect to the Company issuance or sale of Securities created by statute, the articles of incorporation or by-laws of the Company, or any of its Subsidiariesagreement or other arrangement to which the Company is a party or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability by issuing Securities. (eh) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities Part 2.3 of the Company have been issued Disclosure Schedule sets forth the holder of each Option, the number and granted in material compliance with type of securities issuable thereunder, and, if applicable, the exercise price therefor, the exercise period, the maximum term, and vesting schedule thereof (including a description of the circumstances under which such vesting schedule can or will be accelerated). (i) All of the Options were issued in compliance with all applicable federal, provincial and foreign securities laws and other applicable Law, and (ii) all requirements set forth laws. None of the Options will vest on an accelerated basis in applicable Contractsconnection with the acquisition contemplated herein or any subsequent termination of the holder's employment or service.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 15,000,000 shares of Company Common Stock, Stock (with no par value $0.0001 per sharevalue), of which 4,912,656 4,673,175 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 5,000,000 shares of preferred stockPreferred Stock (with no par value), par value $0.0001 per share, 231,000 of which (A) 8,502,752 shares have been designated as "Series A Preferred Stock, including (x) 1,650,678 shares " and none of which have been designated as Series A-1 Preferred Stock, all of which issued or are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None Part 3.3 of the outstanding Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. (b) The Company reserved 490,200 shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not for issuance under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (c) Except for the Company’s 2017 its 1993 Flexible Stock Incentive Plan, of which options to purchase 208,625 shares are outstanding as amended (of the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Persondate of this Agreement. As of the date of this Agreement, the Company has reserved 3,214,926 outstanding options are vested with respect to 44,750 shares of Company Common Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant unvested with respect to the Company Plan163,875 shares. Section 2.6(c) Part 3.3 of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such option; (ii) the total number of shares of Company Common Stock that are subject to such option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantoption is immediately exercisable; (iii) the number of shares of Company Common Stock subject to date on which such Company Option as of option was granted and the date of this Agreement; (iv) the exercise price term of such Company Option; (iv) the vesting schedule for such option; (v) the date on which exercise price per share of Company Common Stock purchasable under such Company Option was grantedoption; and (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is option has been designated an “"incentive stock option” (" as defined in Section 422 of the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) in Part 3.3 of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesCompany. (ec) All outstanding shares of Company Common Stock, Company Preferred Stock, all outstanding Vested Company Options and other securities of the all outstanding Unvested Company Options, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, except where the failure to so comply would not have a Material Adverse Effect on the Company, Parent, Merger Sub, or Surviving Corporation; and (ii) all requirements set forth in applicable Contracts. (d) The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 9,000,000 shares of Company Common Stock, Stock ($0.001 par value $0.0001 per sharevalue), of which 4,912,656 5,430,125 shares have been issued and are outstanding as of the date of this AgreementJuly 20, 1999; and (ii) 20,132,055 1,000,000 shares of preferred stock, Non-Voting Common Stock ($0.001 par value $0.0001 per sharevalue), of which (A) 8,502,752 227,000 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this AgreementJuly 20, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement1999. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Non-Voting Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None Part 2.3 of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None Disclosure Schedule provides an accurate and complete description of the outstanding shares terms of Company Common Stock or Company Preferred Stock each repurchase option that is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect and to which any of such shares is subject. (b) The Company has reserved 700,000 shares of Company Non-Voting Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred for issuance under its 1994 Incentive Stock is convertible into one share of Company Common Stock. (c) Except for the Company’s 2017 Stock Incentive Option Plan, of which options to purchase 470,333 shares are outstanding as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 shares of Company Common Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) Part 2.3 of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option (whether granted under the 1994 Incentive Stock Option Plan or otherwise) that is outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price holder of such Company Option; (vii) the total number of shares that are subject to such Company Option and the number of shares with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option was grantedgranted and the term of such Company Option; (viiv) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreementschedule for such Company Option; (viiv) the date on which exercise price per share purchasable under such Company Option expiresOption; and (viiivi) whether such Company Option is has been designated an “"incentive stock option” (" as defined in Section 422 of the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) in Part 2.3 of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities best of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities knowledge of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawCompany, and (ii) all requirements set forth in applicable Contracts.condition or

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 100,000,000 shares of Common Stock ("Company Common Stock, par value $0.0001 per share"), of which 4,912,656 19,926,500 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 11,250,000 shares of preferred stock, par value $0.0001 per share, of which Series A Preferred Stock (A) 8,502,752 shares have been designated as "Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock"), all of which are have been issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreementoutstanding, and (ziii) 4,279,162 23,884,960 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock ("Series B Preferred Stock"), all 17,052,314 of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreementare outstanding. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock, Series A Preferred Stock and Company Series B Preferred Stock (collectively, "Outstanding Company Capital Stock") have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnonassessable. None of the outstanding All shares of Outstanding Company Common Capital Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (c) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 shares of Company Common Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the and Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure ScheduleWarrants, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable state, federal and international securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable Contracts. Part 2.3(a) of the Company Disclosure Schedule provides a description of the terms of each repurchase option which is held by the Company and to which any shares of capital stock of the Company are subject. (b) The Company has reserved 15,295,861 shares of Company Common Stock for issuance pursuant to options to purchase Company Common Stock under the Company Stock Option Plans and options to purchase 6,897,436 shares are outstanding under the Company Stock Option Plans. Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each option to purchase Common Stock of the Company outstanding as of the date hereof (whether vested or unvested) (the "Company Options"): (i) the name of the holder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such Company Option including relevant information regarding accelerated vesting that may occur as result of the Merger or as the result of achieving performance goals; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in the Company Disclosure Schedule, there are (i) no equity securities of any class of any Acquired Entity, or any securities exchangeable into or exercisable for such equity securities, issued, reserved for issuance, or outstanding and (ii) no outstanding subscriptions, options, warrants, puts, calls, rights, or other commitments or agreements of any character to which an Acquired Entity is a party or by which it is bound obligating an Acquired Entity to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any equity securities of an Acquired Entity or obligating an Acquired Entity to grant, extend, accelerate the vesting of, change the exercise price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement (the "Company Rights"). Other than pursuant to the Voting Agreement or class voting as provided in the Company's Articles of Incorporation, there are no contracts, commitments or agreements relating to voting, purchase or sale of any Acquired Entity's equity (i) between or among an Acquired Entity and any of its shareholders, equity holders or holders of ownership interests, as applicable under Legal Requirements, or (ii) to any Acquired Entity's knowledge, between or among any of that entity's shareholders, equity holders or holders of ownership interests, as applicable under Legal Requirements. (c) All of the outstanding shares of capital stock of the Company Subsidiaries have been duly authorized, validly issued, are fully paid and nonassessable, or the local Legal Requirement equivalent, and have been issued in compliance with all applicable securities Legal Requirements in the relevant jurisdictions.

Capitalization, Etc. (a) The authorized capital stock of Company Capital Stock as of the date of this Agreement consists of of: (i) 26,300,000 37,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 6,130,419 shares have been issued and are outstanding as of the date of this Agreement, and ; and (ii) 20,132,055 13,317,683 shares of preferred stock, par value $0.0001 per shareSeries A Preferred Stock of Company, of which (A) 8,502,752 11,670,574 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement. (iii) 11,086,513 authorized shares of Series A-1 Preferred Stock of Company, (y) 2,572,912 of which 8,878,136 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and non-assessable. Other than shares that are free of any Encumbrances. None of subject to the outstanding Restricted Stock Award Agreements, no shares of Company Common Stock or Company Preferred Stock is entitled or Company’s equity securities are subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock repurchase option which is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common StockCompany. (c) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 5,026,456 shares of Company Common Stock for issuance under the Company Stock Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 options to purchase 1,460,239 shares of Company Common Stock remain available for future issuance pursuant to are outstanding as of the Company Plandate of this Agreement. Section 2.6(c2.2(c) of the Company Disclosure Schedule Schedules accurately sets forth the following information forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted and the term of such Company Option; (viiv) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreementschedule for such Company Option; (viiv) the date on which exercise price per share of Company Common Stock purchasable under such Company Option expiresOption; and (viiivi) whether such Company Option is has been designated an “incentive stock option” (as defined in Section 422 of the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesCompany. (ed) All outstanding shares of Company Common Stock, Company Preferred Stock, Stock and all outstanding Company Options and other securities of the Company have been issued and granted and/or terminated and settled in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable Contracts and (with respect to any stock options, the terms of the Company Stock Plan). (e) Other than the repurchase of unvested shares of Company Common Stock subject to repurchase in favor of Company, Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of Company. All securities so reacquired by Company were reacquired in compliance with (i) the applicable provisions of the DGCL and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized Company Capital Stock as of the date of this Agreement consists of of: (i) 26,300,000 150,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 6,329,326 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 43,350,000 shares of preferred stockCompany Preferred Stock, par value $0.0001 per share, of which (A) 8,502,752 shares 33,000,000 of which have been designated as Series A Preferred Stock, including (x) 1,650,678 of which 31,321,048 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement, Agreement and (yB) 2,572,912 shares 10,350,000 of which have been designated as Series A-2 B Preferred Stock, all of which are 9,604,878 shares have been issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock Part 2.3 of the Company Disclosure Schedule sets forth a complete and Series C Preferred Stock are collectively referred to herein as accurate list of the “Company Preferred Stock”. The Company does not hold any shares record ownership of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to all of the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Capital Stock or as of the date of this Agreement. Each outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock. (b) . All of the outstanding shares of Company Common Stock and Company Preferred Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) Part 2.3 of the Company Disclosure Schedule accurately and completely lists all identifies each repurchase rights option that is held by the Company with respect and to which any of such shares of Company Common Stock is subject. (including shares issued pursuant to the exercise of stock optionsb) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (c) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 19,400,000 shares of Company Common Stock for issuance under the Company PlanStock Plans, of which 1,962,875 options to purchase 8,176,853 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise outstanding as of Company Options granted under the Company Plan, and 67,266 shares date of Company Common Stock remain available for future issuance pursuant to the Company Planthis Agreement. Section 2.6(c) Part 2.3 of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted and the term of such Company Option; (viiv) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreementschedule for such Company Option; (viiv) the date on which exercise price per share of Company Common Stock purchasable under such Company Option expiresOption; and (viiivi) whether such Company Option is has been designated an “incentive stock option” (as defined in Section 422 of the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) in Part 2.3 of the Company Disclosure Schedule, for options granted under the Company Plans from and after the date of this Agreement in compliance with Section 4.2 of this Agreement or other securities issued from and after the date of this Agreement in compliance with Section 4.2 of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock Company Capital Stock or other securities of the Company or any of its SubsidiariesAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock Company Capital Stock or other securities of the Company or any of its SubsidiariesAcquired Corporation; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under the terms of which the Company or any of its Subsidiaries Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock Company Capital Stock or any other securitiessecurities of any Acquired Corporation; or (iv) to the Knowledge of the Company, condition or circumstance that may will or could reasonably give rise to or provide a reasonable basis for the assertion of a meritorious claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock Company Capital Stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesAcquired Corporation. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Axonyx consists of of: (i) 26,300,000 150,000,000 shares of Company Axonyx Common Stock, par value $0.0001 0.001 per share, of which 4,912,656 53,680,721 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 15,000,000 shares of preferred stockAxonyx Preferred Stock, par value $0.0001 0.001 per share, of which (A) 8,502,752 100,000 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 no shares of which have been designated as Series A-1 Preferred Stock, all of which issued or are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company Axonyx does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Axonyx Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of Axonyx Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Axonyx Common Stock is subject to any right of first refusal in favor of Axonyx. Except as contemplated herein, herein and except as identified on Part 3.3(a)(i) of the Axonyx Disclosure Schedule there is no Company Axonyx Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Axonyx Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company Axonyx is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Axonyx Common Stock or other securities. Section 2.6(bPart 3.3(a)(ii) of the Company Axonyx Disclosure Schedule accurately and completely lists describes all repurchase rights held by the Company Axonyx with respect to shares of Company Axonyx Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (cb) Except for the Company’s 2017 Axonyx 1998 Stock Incentive Option Plan and the Axonyx 2000 Stock Option Plan, as amended (collectively, the “Company PlanAxonyx Stock Plans”), or except as set forth on Section 3.3(b) of the Company Axonyx Disclosure Schedule, Axonyx does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 : (i) 100,000 shares of Company Common Axonyx Series A Preferred Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for future issuance upon exercise of Company Options the Rights issued pursuant to the Rights Agreement, dated as of May 13, 2005, by and between Axonyx and Nevada Agency & Trust Co. as Rights Agent (the “Rights Agreement”); (ii) 1,049,600 shares of Axonyx Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company Axonyx 1998 Stock Option Plan; (iii) 3,867,519 shares of Axonyx Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Axonyx 2000 Stock Option Plan, and 67,266 as amended; (iv) 2,998,481 shares of Company Axonyx Common Stock remain available are reserved for future issuance pursuant to stock options not yet granted under the Company PlanAxonyx Stock Plans; (v) 237,500 shares of Axonyx Common Stock are subject to issuance pursuant to stock options granted and outstanding outside of the Axonyx Stock Plans and (vi) 7,083,116 shares of Axonyx Common Stock are reserved for future issuance pursuant to warrants to purchase Axonyx Common Stock (“Axonyx Warrants”). Section 2.6(cPart 3.3(b) of the Company Axonyx Disclosure Schedule sets forth the following information with respect to each Company Axonyx Option outstanding as of the date of this Agreement: (iA) the name of the optionee; (iiB) the number of shares of Company Axonyx Common Stock subject to such Company Axonyx Option at the time of grant; (iiiC) the number of shares of Company Axonyx Common Stock subject to such Company Axonyx Option as of the date of this Agreement; (ivD) the exercise price of such Company Axonyx Option; (vE) the date on which such Company Axonyx Option was granted; (viF) the applicable vesting schedule, including and the number of extent to which such Axonyx Option is vested and unvested shares exercisable as of the date of this Agreement; (viiG) the date on which such Company Axonyx Option expires; and (viiiH) whether such Company Axonyx Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company Axonyx has made available to Meerkat an TorreyPines accurate and complete copy copies of all stock option plans pursuant to which Axonyx has ever granted stock options, the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting evidencing such options and evidence of Company Options will accelerate in connection with the closing board and stockholder approval of any of the Contemplated TransactionsAxonyx Stock Plans and amendments thereto. (dc) Except for the Rights Agreement and the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule Axonyx Warrants and except as set forth on Section 2.6(d) of the Company Disclosure ScheduleAxonyx Options, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesAxonyx; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesAxonyx; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries Axonyx is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its SubsidiariesAxonyx. There are no not outstanding or authorized stock appreciation, phantom stock, profit participation participating or other similar rights with respect to the Company or any of its SubsidiariesAxonyx. (ed) All outstanding shares of Company Axonyx Common StockStock and options, Company Preferred Stock, Company Options warrants and other securities of the Company Axonyx have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable Contracts. Axonyx has delivered to TorreyPines accurate and complete copies of all Axonyx Warrants. (e) All of the outstanding shares of capital stock of each of Axonyx’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Axonyx, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 100,000,000 shares of Company Common Stock, no par value $0.0001 per sharevalue, of which 4,912,656 [33,962,500] shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 1,000,000 shares of preferred stockPreferred Stock, par value $0.0001 .001 per share, none of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and or outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None of the All outstanding shares of Company Common Stock or Stock, and all outstanding Company Preferred Stock is entitled or subject to any preemptive rightOptions, right of participationhave been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, right of maintenance or any similar rightand (ii) all requirements set forth in applicable Contracts. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(bPart 2.3(a) of the Company Disclosure Schedule accurately provides an accurate and completely lists all complete description of the terms of each repurchase rights option which is held by the Company with respect and to which any shares of capital stock of the Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 1,008,875 shares of Company Common Stock for issuance under the Company PlanStock Option Plans, of which 1,962,875 options to purchase [1,019,219] shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: . Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each option to purchase Common Stock of the Company outstanding as of the date hereof (whether vested or unvested) (the "Company Options"): (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted and the term of such Company Option; (viiv) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreementschedule for such Company Option; (viiv) the date on which exercise price per share of Company Common Stock purchasable under such Company Option expiresOption; and (viiivi) whether such Company Option is has been designated an “"incentive stock option” (" as defined in Section 422 of the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(din Part 2.3(b) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiessecurities of the Company; or (iv) to the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesCompany. (ec) The Company has no Subsidiaries except for the corporations identified in Part 2.3(c) of the Company Disclosure Schedule. All outstanding shares of capital stock of the Company Common StockSubsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances. (d) Except as set forth in Part 2.3(d) of the Company Preferred StockDisclosure Schedule, the Company Options and has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company have been issued and granted were reacquired in material compliance with (i) the applicable provisions of the GBCC and all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized Company Capital Stock as of the date of this Agreement Company consists of (i) 26,300,000 45,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 3,994,668 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 30,000,000 shares of preferred stock, par value $0.0001 per sharePreferred Stock, of which (A) 8,502,752 24,733,004 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as are outstanding. There are no shares of Capital Stock held in the Company's treasury. Part 2.3(a) of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as Disclosure Schedule sets forth the names of the date of this AgreementCompany's Stockholders, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as the addresses of the date Company's Stockholders and the number of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) owned of record by each of such Stockholders. All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable non-assessable, and are free except as set forth in Part 2.3(a) of the Disclosure Schedule, none of such shares is subject to any Encumbrancesrepurchase option or restriction on transfer (other than restrictions on transfer imposed by virtue of applicable federal and state securities laws). None As of the date hereof, Parent is acquiring good and valid title to all of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to Stock, free and clear of any preemptive right, right of participation, right of maintenance or any similar rightEncumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(bPart 2.3(b)(i) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by sets forth the Company following information with respect to shares of Company Common each option that was outstanding under the Company's 1998 Stock Option Plan (including shares issued pursuant the "Stock Option Plan") immediately prior to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (c) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date execution of this Agreement: (i) the name of the holder of the option; (ii) the address of the holder of the option; (iii) the number of options held by such holder and the number of such options that are vested and unvested; (iv) the vesting schedule applicable to such options; (v) whether such options are incentive stock options or non qualified stock options; (vi) the date on which such option was granted; and (vii) the total number of options reserved for the option pool, the Company has reserved 3,214,926 shares of Company Common Stock available for issuance under the Company Plan, of which 1,962,875 shares have been and issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(cPart 2.3(b)(ii) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option Option, that was outstanding as immediately prior to the execution of this Agreement (excluding those identified in Part 2.3(b)(i) of the date of this Agreement: Disclosure Schedule): (i) the name of the optioneeholder thereof; (ii) the number principal amount of shares of Company Common Stock subject to such Company Option at the time of granteach convertible note or other convertible debt security; (iii) whether such security is immediately convertible and, if not, the number of shares of Company Common Stock subject to conditions that must be satisfied before such Company Option as of the date of this Agreementsecurity becomes convertible; and (iv) the exercise price class of such Company Option; (v) the date on shares into which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares security is convertible. Other than as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(cin Part 2.3(b) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire acquire, or otherwise relating to, any shares of the capital stock Capital Stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock Capital Stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock Capital Stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock Capital Stock or other securities of the Company or any of its SubsidiariesCompany. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options Stock and all other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable Contracts. Any shares of Capital Stock or other securities repurchased, redeemed or otherwise reacquired by the Company were validly reacquired in compliance with (i) the applicable provisions of the DGCL and all other applicable Legal Requirements, and (ii) any material requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 100,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 21,392,852 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 30,000,000 shares of preferred stock, par value $0.0001 per sharePreferred Stock, of which (A) 8,502,752 shares 9,600,000 have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 are outstanding; 2,000,000 shares which have been designated as Series A-2 B Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 outstanding; 1,500,000 shares which have been designated as Series A-3 C Preferred Stock, all none of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 outstanding; and 5,000,000 shares which have been designated as Series B D Preferred Stock Stock, all 2,000,000 of which are issued and outstanding. Each outstanding as share of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares convertible into one share of Company Common Stock or Company Preferred Stock. (b) . All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocknon-assessable. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 7,277,742 shares of Company Common Stock for issuance under the Company its 1996 Stock Option Plan and 1998 Stock Option Plan, of which 1,962,875 options to purchase 2,218,894 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) outstanding as of the Company date of this Agreement. Part 2.3 of the Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted and the term of such Company Option; (viiv) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreementschedule for such Company Option; (viiv) the date on which exercise price per share of Company Common Stock purchasable under such Company Option expiresOption; and (viiivi) whether such Company Option is has been designated an “"incentive stock option” (" as defined in Section 422 of the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) in Part 2.3 of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.may

Capitalization, Etc. (a) The authorized capital stock of the Company Capital consists of: (i) 20,000,000 shares of Common Stock (par value $.001 per share), of which 4,102,892 shares have been issued and are outstanding as of the date of this Agreement consists of Agreement; and (iii) 26,300,000 7,500,000 shares of Company Common Stock, Preferred Stock (par value $0.0001 .001 per share), 1,689,124 of which 4,912,656 have been designated "Series A Preferred Stock," of which 1,689,124 shares have been issued and are outstanding as of the date of this Agreement, 1,700,000 of which have been designed "Series B Preferred Stock," of which 1,655,629 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares 900,000 of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as "Series C Preferred Stock, 5,210,922 ," of which are 862,068 have been issued and are outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Each outstanding share of Company Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares convertible into one share of Company Common Stock or Company Preferred Stock. (b) . All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None Part 2.3 of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None Disclosure Schedule provides an accurate and complete description of the outstanding shares terms of Company Common Stock or Company Preferred Stock each repurchase option which is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect and to which any of such shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 2,268,915 shares of Company Common Stock for issuance under the Company its Stock Option Plan, of which 1,962,875 options to purchase 865,570 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) outstanding as of the Company date of this Agreement. Part 2.3 of the Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted and the term of such Company Option; (viiv) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreementschedule for such Company Option; (viiv) the date on which exercise price per share of Company Common Stock purchasable under such Company Option expiresOption; and (viiivi) whether such Company Option is has been designated an “"incentive stock option” (" as defined in the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.422

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 12,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 8,051,601 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None of the All outstanding shares of Company Common Stock or and all outstanding Company Preferred Stock is entitled or subject to any preemptive rightOptions, right of participationhave been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, right of maintenance or any similar rightand (ii) all requirements set forth in applicable Contracts. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(bPart 2.3(a) of the Company Disclosure Schedule accurately provides an accurate and completely lists all complete description of the terms of each repurchase rights option which is held by the Company with respect and to which any shares of capital stock of the Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 1,948,399 shares of Company Common Stock for issuance under the Company PlanStock Option Plans, of which 1,962,875 options to purchase 1,762,836 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: . Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each option to purchase Company Common Stock outstanding as of the date hereof (whether vested or unvested) (the "Company Options"): (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted and the term of such Company Option; (viiv) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreementschedule for such Company Option; (viiv) the date on which exercise price per share of Company Common Stock purchasable under such Company Option expiresOption; and (viiivi) whether such Company Option is has been designated an “"incentive stock option” (" as defined in Section 422 of the Code) or a non-qualified stock option. The Except for Company has made available Options granted pursuant to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure ScheduleStock Option Plans, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiessecurities of the Company; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company (clauses (i) through (iv) above, collectively "Company Rights"). The Company has not issued any debt securities which grant the holder thereof any right to vote on, or veto, any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to actions by the Company or any of its SubsidiariesCompany. (ec) All of the outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities capital stock of the Subsidiaries of the Company have been issued duly authorized and granted are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company or the ESOP, in material the case of shares owned by the Company, free and clear of any Encumbrances. (d) The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the CGCL and all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) The certificate referred to in Section 6.5(f) shall be accurate and complete.

Capitalization, Etc. (a) The authorized Company Capital Stock as As of (i) the date of this Agreement consists and (ii) the Closing Date (other than with respect to the redemption of (i) 26,300,000 shares of Company Series C Preferred Stock pursuant to Section 1.10 of this Agreement), the authorized capital stock of Target consists of: (A) 8,000,000 shares of Common Stock, Stock (par value $0.0001 .01 per share), of which 4,912,656 702,514 shares have been issued and are outstanding (without giving effect to the net exercise of Target Options immediately prior to the Effective Time); and (B) 1,523,254 shares of Preferred Stock (par value $.01 per share), 833,333 of which have been designated "Series A Preferred Stock" (of which 833,333 shares have been issued and are outstanding), 478,759 of which have been designated "Series B Preferred Stock" (of which 0 shares have been issued and are outstanding as of the date of this Agreement, ) and (ii) 20,132,055 shares 211,162 of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as "Series C Preferred Stock, 5,210,922 " (of which are 114,610 shares have been issued and are outstanding). Each outstanding as share of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred is convertible into one share of Target Common Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Target Common Stock, Series A Preferred Stock, Series B Preferred Stock and Company Series C Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None Part 2.3 of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None Disclosure Schedule provides an accurate and complete description of the outstanding shares terms of Company Common Stock or Company Preferred Stock each repurchase option which is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound held by any Contract pursuant Target and to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding of such shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except Target has reserved 547,486 shares of Target Common Stock for the Company’s 2017 Stock Incentive issuance under its Option Plan, of which options to purchase 547,486 shares are outstanding as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the Company . Target has reserved 3,214,926 343,830 shares of Company Target Common Stock for issuance under in connection with the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company PlanTarget Warrants. Section 2.6(c) Part 2.3 of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Target Option or Target Warrant that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Target Option or Target Warrant; (ii) the total number of shares and class of Company Common Target Capital Stock that are subject to such Company Target Option at the time of grant; (iii) or Target Warrant and the number of shares of Company Common Target Capital Stock subject with respect to which such Company Target Option as of the date of this Agreementor Target Warrant is immediately exercisable; (iv) the exercise price of such Company Option; (viii) the date on which such Company Target Option or Target Warrant was grantedgranted and the term of such Target Option or Target Warrant; (iv) the vesting schedule for such Target Option or Target Warrant; (v) the exercise price per share of Target Common Stock purchasable under such Target Option or Target Warrant; and (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Target Option is has been designated an “"incentive stock option” (" as defined in Section 422 of the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) in Part 2.3 of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesTarget; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesTarget; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries Target is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion Knowledge of a Target, claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesTarget. (ec) All outstanding shares of Company Target Common Stock, Company Series A Preferred Stock, Company Series B Preferred Stock and Series C Preferred Stock, and all outstanding Target Options and other securities of the Company Target Warrants, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3 of the Disclosure Schedule, Target has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of Target. All securities so reacquired by Target were reacquired in compliance with (i) the applicable provisions of the Delaware General Corporation Law and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of (i) 26,300,000 20,000,000 shares of Company Common Stock, Stock (with $0.001 par value $0.0001 per sharevalue), of which 4,912,656 6,521,300 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocknon-assessable. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 2,263,750 shares of Company Common Stock for issuance under the Company Option Plan, of which 1,962,875 options to purchase 1,480,000 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted outstanding under the Company Plan, Option Plan and 67,266 options to purchase 950,000 shares of Company Common Stock remain available for future issuance pursuant to have been granted and are outstanding outside the Company Plan. Section 2.6(c) Option Plan as of the Company date of this Agreement. Part 2.3 of the Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (viii) the date on which such Company Option was grantedgranted and the term of such Company Option; (viiv) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreementschedule for such Company Option; (viiv) the date on which exercise price per share of Company Common Stock purchasable under such Company Option expiresOption; and (viiivi) whether such Company Option is has been designated an “incentive stock option” (as defined in Section 422 of the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) in Part 2.3 of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the knowledge of the Company and the Designated Officer, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesCompany. (ec) All outstanding shares of Company Common Stock, and all outstanding Company Preferred StockOptions, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3 of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the NCC and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized Company Capital Stock as of the date of this Agreement consists of (i) 26,300,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 shares have been issued and are outstanding as As of the date of this Agreement, and (ii) 20,132,055 the authorized capital stock of Replidyne consists of: 100,000,000 shares of preferred stockReplidyne Common Stock and 5,000,000 shares of Preferred Stock, par value $0.0001 0.001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as . As of the date of this Agreement, (y) 2,572,912 27,109,545 shares which have been designated as Series A-2 of Replidyne Common Stock and no shares of Replidyne Preferred Stock, all of which Stock are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreementoutstanding. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Replidyne Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon assessable. None Part 3.3(a) of the Replidyne Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by Replidyne and to which any shares of capital stock of Replidyne is subject and identifies the Contract underlying such right. Except as provided in the Replidyne Certificate of Amendment, Replidyne has not authorized shares other than as set forth in this Section 3.3(a) and as of the date of this Agreement there are no issued and outstanding shares of Company Replidyne’s capital stock other than the shares of Replidyne Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar rightas set forth in this Section 3.3(a). None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company There are no declared but unpaid dividends with respect to any shares of Company Common Stock (including shares issued pursuant to the exercise capital stock of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (c) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any PersonReplidyne. As of the date of this Agreement, there are 49,882 shares of capital stock of Replidyne held in Replidyne’s treasury. (b) As of the Company date of this Agreement, Replidyne has reserved 3,214,926 7,946,405 shares of Company Replidyne Common Stock for issuance under the Company Replidyne 2006 Equity Incentive Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 options to purchase 3,385,617 shares of Company Replidyne Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option are outstanding as of the date of this Agreement: (i) the name . Each grant of the optionee; (ii) the number of shares of Company Common Stock subject to such Company a Replidyne Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) was duly authorized no later than the date on which the grant of such Company Replidyne Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available by its terms to Meerkat an accurate and complete copy of the Company Plan and forms of be effective by all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.necessary corporate action,

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement MDI consists of (i) 26,300,000 100,000,000 shares of Company Common Stock, Stock (with no par value $0.0001 per sharevalue), of which 4,912,656 25,656,959 shares have been issued and are outstanding as of the date of this Agreement, Agreement and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are will be issued and outstanding as of at the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this AgreementClosing Date. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company MDI Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free non-assessable. b) MDI has reserved a total of any Encumbrances. None of the outstanding ______ shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (c) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 shares of Company MDI Common Stock for issuance under the Company PlanMDI Options Schedule 2.5(b) accurately sets forth, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company MDI Option that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such MDI Option; (ii) the total number of shares of Company MDI Common Stock that are subject to such Company Option at the time of grantMDI Option; (iii) the number exercise price per share of shares of Company MDI Common Stock subject to purchasable under such Company Option as of the date of this AgreementMDI Option; and (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company MDI Option is has been designated an “"incentive stock option” (" as defined in the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy Section 422 of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated TransactionsInternal Revenue Code. (dc) Except for the outstanding Company Options as set forth on Section 2.6(cin Schedule 2.5(b) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company MDI Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesMDI; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesMDI; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries MDI is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the Knowledge of MDI condition or circumstance that may could reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesMDI. (ed) All outstanding shares of Company MDI Common Stock, Company Preferred Stock, Company Stock and all outstanding MDI Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all material requirements set forth in applicable Contracts. e) Except as set forth in Schedule 2.5(e) of the MDI Disclosure Schedule, all of the outstanding shares of capital stock of each of the MDI subsidiaries are validly issued (in compliance with all applicable securities laws and other Legal Requirements and applicable MDI Contracts), fully paid and nonassessable and are owned beneficially by MDI, free and clear of any Encumbrance.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of (i) 26,300,000 10,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 2,209,968 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stockoutstanding. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (c) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 : (i) 236,949 shares of Company Common Stock for are subject to issuance under pursuant to outstanding options to purchase shares of Company Common Stock (the "Company Plan, Options"); and (ii) 254,006 shares of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares Company Common Stock have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 pursuant to outstanding warrants to purchase shares of Company Common Stock remain available for future issuance pursuant to the Company PlanStock. Section 2.6(cPart 2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optioneeparticular plan (if any) pursuant to which such Company Option was granted; (ii) the number name of shares of Company Common Stock subject to such Company Option at the time of grantoptionee; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this AgreementOption; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting scheduleschedules (which applicable vesting schedule may be provided by means of a general description of the vesting schedules applicable to outstanding Company Options), including and the number of extent to which such Company Option is vested and unvested shares exercisable as of the date of this Agreement; and (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available delivered to Meerkat an Parent accurate and complete copy copies of all stock option plans pursuant to which the Company Plan has ever granted stock options and the forms of all stock option agreements approved for use thereunderevidencing such options. No vesting The Company has delivered to Parent accurate and complete copies of all warrants to purchase shares of Company Options will accelerate in connection with the closing Common Stock. (c) All of the Contemplated Transactionsoutstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws and other applicable Legal Requirements, and were not issued in violation of any preemptive rights or other rights to subscribe for or purchase securities of the Company. Except as set forth in Part 2.3(c) of the Disclosure Schedule, there are no preemptive rights applicable to any shares of capital stock of the Company. All outstanding Company Options and all outstanding warrants to purchase shares of Company Common Stock have been issued and granted in compliance with (A) all applicable federal and state securities laws and other applicable Legal Requirements, and (B) all material requirements set forth in applicable Contracts. (d) Except for the outstanding Company Options as set forth on Section 2.6(cin Part 2.3(d) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; securities or (iv) to the best of the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesCompany. (e) All outstanding Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not repurchased, redeemed or otherwise reacquired any of its shares of capital stock or other securities, including but without limiting the generality of the foregoing, the repurchase of any vested or unvested Company Common Stock, Company Preferred Stock, Company Options and other securities Stock pursuant to the terms of the Founders Shareholders Agreement. All securities so reacquired by the Company have been issued and granted were reacquired in material compliance with (i) all applicable securities laws and other applicable Law, Legal Requirements and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Corautus consists of (i) 26,300,000 100,000,000 shares of Company Common Stockcommon stock, par value $0.0001 0.001 per shareshare (the “Corautus Common Stock”), of which 4,912,656 which, as of the date hereof, 19,728,854 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 5,000,000 shares of preferred stock, par value $0.0001 0.001 per share, of which which: (Aa) 8,502,752 40,000 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 no shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, ; (yb) 2,572,912 13,000 shares which have been designated as Series A-2 B Preferred Stock, all no shares of which are issued and outstanding as of the date of this Agreement, and ; (zc) 4,279,162 17,000 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 2,000 shares of which have been issued or are issued and outstanding as of the date of this Agreement. The ; (d) 1,400,000 shares have been designated as Series A-1 D Preferred Stock, 1,385,377 shares of which have been issued or are outstanding as of the date of this Agreement; (e) 3,500,000 shares have been designated as Series A-2 E Preferred Stock, 2,475,659 shares of which have been issued or are outstanding as of the date of this Agreement (the Corautus Series A-3 C Preferred Stock, the Series B D Preferred Stock and the Series C E Preferred Stock are collectively is referred to herein herein, collectively, as the “Company Corautus Preferred Stock”). The Company does not hold any Corautus holds 30,224 shares of its capital common stock in its treasury. All of the outstanding shares of Corautus Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth on Section 3.3(a)(i) of the Corautus Disclosure Schedule, none of the outstanding shares of Corautus Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Corautus Common Stock is subject to any right of first refusal in favor of Corautus. Except as contemplated herein, herein and except as identified on Section 3.3(a)(i) of the Corautus Disclosure Schedule there is no Company Corautus Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Corautus Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company Corautus is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Corautus Common Stock or other securities. Section 2.6(b3.3(a)(ii) of the Company Corautus Disclosure Schedule accurately and completely lists describes all repurchase rights held by the Company Corautus with respect to shares of Company Corautus Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (cb) Except for the Company’s 2017 Corautus 2002 Stock Incentive Option Plan, as amended (the “Company Corautus Stock Plan”)) and as set forth on Section 3.3(b) of the Corautus Disclosure Schedule, the Company Corautus does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 : (i) 5,366,059 shares of Company Corautus Common Stock for are subject to issuance pursuant to stock options granted and outstanding under the Company Corautus Stock Plan, of which 1,962,875 shares have been issued and are currently outstanding96,377 must be exercised or will expire by their terms on or prior to April 1, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 2007; (ii) 752,744 shares of Company Corautus Common Stock remain available are reserved for future issuance pursuant to stock options or other awards not yet granted under the Company Corautus Stock Plan. Section 2.6(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; and (iii) the number of 1,169,024 shares of Company Corautus Common Stock subject are reserved for future issuance pursuant to such Company Option as of the date of this Agreement; warrants to purchase Corautus Common Stock (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock optionCorautus Warrants”). The Company Corautus has made available to Meerkat an VIA accurate and complete copy copies of the Company Corautus Stock Plan and the forms of all stock option agreements approved for use thereunder. No vesting evidencing any options granted under the Corautus Stock Plan. (c) Each grant of Company Options will accelerate a Corautus Option was duly authorized no later than the date on which the Grant of such option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board of Directors of Corautus (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in connection accordance with the closing terms of the Contemplated Transactionsapplicable compensation plan or arrangement of the Exchange Act and all other applicable Legal Requirements, the per share exercise price of each Corautus Option was equal to the fair market value of a share of Corautus Common Stock on the applicable Grant Date and each such grant was properly accounted for in all material respects in accordance with GAAP in the financial statements (including the related notes) of Corautus and disclosed in the Corautus SEC Documents in accordance with the Exchange Act and all other applicable Legal Requirements. (d) Except for the outstanding Company Options set forth on Section 2.6(c) shares of the Company Disclosure Schedule and except Corautus Preferred Stock, Corautus Warrants, Corautus Options, or as set forth on Section 2.6(d3.3(d) of the Company Corautus Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCorautus; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCorautus; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Corautus Contract under which the Company or any of its Subsidiaries Corautus is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Corautus (it being agreed that any assertions or claims in respect of not more than an aggregate of 250,000 shares of Corautus Common Stock shall not be deemed a breach of this representation if, and solely to the Company extent that, the maximum amount shares subject to such assertions or any claims are included in the Corautus Aggregate Share Number for the purposes of its Subsidiariescalculating the Exchange Ratio under Section 1.7). There are no outstanding or authorized stock appreciation, phantom stock, profit participation participating or other similar rights with respect to Corautus. Except for the Company Corautus Preferred Stock or as set forth on Section 3.3(d) of the Corautus Disclosure Schedule, Corautus does not have any of its Subsidiariesoutstanding bonds, debentures, notes or other obligations to which the holders have the right to vote (or are convertible into or exchangeable for securities having the right to vote) on any matter. (e) All outstanding shares of Company Corautus Common Stock, Company Preferred StockCorautus Options, Company Options Corautus Warrants and other securities of the Company Corautus have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in Corautus’s certificate of incorporation, bylaws and other applicable Contracts. Corautus has delivered to VIA accurate and complete copies of all Corautus Warrants. (f) All of the outstanding shares of capital stock of each of Corautus’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Corautus, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 75,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 8,299,015 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 50,356,750 shares of preferred stockCompany Preferred Stock, par value $0.0001 per share, of which (A) 8,502,752 of which 950,000 shares have been are designated as Series A Preferred Stock, including (x) 1,650,678 shares Stock and of which 950,000 have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement, ; (yB) 2,572,912 of which 10,406,750 shares which have been are designated as Series A-2 B Preferred Stock, all Stock and of which are 10,328,750 have been issued and are outstanding as of the date of this Agreement, and ; (zC) 4,279,162 of which 5,000,000 shares which have been are designated as Series A-3 C Preferred Stock, all Stock and of which are 5,000,000 have been issued and are outstanding as of the date of this Agreement, ; (BD) 5,425,829 of which 22,000,000 shares which have been are designated as Series B D Preferred Stock , all and of which are 20,769,233 have been issued and are outstanding as of the date of this Agreement, ; and (CE) 6,203,474 of which 12,000,000 shares which have been are designated as Series C E Preferred Stock, 5,210,922 Stock and of which are 10,185,186 have been issued and are outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock There are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Capital Stock or Company Preferred Stock. (b) held in treasury. All of the outstanding shares of Company Common Stock and Company Preferred Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisablenon-assessable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 : 2,175,970 shares of Company Common Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to stock options granted and outstanding. (Stock options granted by the Company Planpursuant to its stock option plans and any stock options granted outside of the Company stock option plans are referred to in this Agreement as "Company Options.") The Company has delivered or made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company (or any of its predecessors) has ever granted stock options. Section 2.6(cPart 2.2(b) of the Company Disclosure Schedule accurately sets forth as of August 21, 2001 the following information with respect names of all persons who held outstanding Company Options, and sets forth for each person as of August 21, 2001 (i) the plans under which Company Options have been issued to each such person (or indication that such Company Option outstanding Options were issued outside of the Company's stock option plans), (ii) the number of vested Company Options held by such person, (iii) a vesting schedule for the unvested Company Options held by such person, and (iv) the exercise prices for such Company Options. (c) Except for the Company Options and the Company Preferred Stock, and except as described in Part 2.2(c) of the Company Disclosure Schedule, as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or other right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may will become convertible into or exchangeable for any shares of the capital stock or other securities of the Company Company; or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may will become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv. The Company has amended the terms of each security described in Part 2.2(c) condition or circumstance that may give rise to or provide a basis for of the assertion of a claim by any Person Company Disclosure Schedule to the effect that such Person is entitled extent necessary in order to permit its conversion into a subscription, option, call, warrant or other right to acquire shares of capital stock or receive other securities, or security, instrument or obligation that is or will become convertible into or exchangeable for any shares of the capital stock or other securities, or Contract to sell or otherwise issue any shares of capital stock or any other securities securities, as the case may be, of Parent at Closing. (d) Except as set forth in Part 2.2(d) of the Company Disclosure Schedule, none of the awards, grants or other agreements pursuant to which the Company Options were issued have provisions which accelerate the vesting or right to exercise such options upon the execution of this Agreement, the consummation of the transactions contemplated hereby or any other change of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiariescontrol. (e) All outstanding shares The Company is not party to any Company Contract that obligates it to, and is not otherwise obligated to, repurchase or redeem any of Company Common Stock, Company Preferred Stock, Company Options and other securities its issued securities. Except as set forth in Part 2.2(e) of the Company have been issued and granted Disclosure Schedule, there is no voting trust or other arrangement to which the Company is a party, or of which the Company is aware, with respect to the voting of the Company Capital Stock. (f) There are no declared but unpaid dividends with respect to any shares of the Company Capital Stock. (g) Each of the Company's stockholders listed in material compliance with (iPart 2.2(g) all applicable securities laws and other applicable Lawof the Company Disclosure Schedule is an "accredited investor" as defined in Rule 501 of the Securities Act of 1933, and (ii) all requirements set forth in applicable Contractsas amended.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 50,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 7,009,003 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 30,000,000 shares of preferred stock, par value $0.0001 per share, of which Preferred Stock (A) 8,502,752 shares 1,000,000 of which have been designated as “Series A Preferred Stock, including (x) 1,650,678 ,” of which 735,294 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement, Agreement and (yB) 2,572,912 shares 16,000,000 of which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as “Series B Preferred Stock , all Stock,” of which are 15,941,179 shares have been issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Each outstanding share of Series A-1 A Preferred Stock is convertible into one share of Company Common Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, . Each outstanding share of Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares convertible into one share of Company Common Stock or Company Preferred Stock. (b) . All of the outstanding shares of Company Common Stock and Company Preferred Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(bPart 2.3(a) of the Company Disclosure Schedule accurately (i) provides an accurate and completely lists all complete description of the terms of each repurchase rights option which is held by the Company with respect and to which any of such shares is subject and (ii) sets forth all issued and outstanding shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (c) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As Capital Stock as of the date of this Agreement, the . (b) The Company has reserved 3,214,926 7,319,635 shares of Company Common Stock for issuance under the Company its Stock Plan, of which 1,962,875 options to purchase 6,670,353 shares have been issued and are currently outstanding, 1,184,785 outstanding as of the date of this Agreement. The Company has reserved an additional (i) 147,060 shares have been reserved of Company Common Stock for issuance upon exercise of Common Stock Company Options granted under the Company Plan, Warrants; and 67,266 (ii) 683,125 shares of Series B Preferred Stock for issuance upon exercise of Series B Company Common Stock remain available for future issuance pursuant Warrants. The Company has delivered to the Company Plan. Section 2.6(c) Parent accurate and complete copies of the Company Warrants. The exercise price of the Common Stock Company Warrants is $0.34 per share. The exercise price of the Series B Company Warrants is between $0.05 and $0.20 per share. Part 2.3 of the Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option and Company Warrant that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option or Company Warrant; (ii) the total number of shares of Company Common Stock or Series B Preferred Stock, as applicable, that are subject to such Company Option or Company Warrant and the number of shares of Company Common Stock subject or Series B Preferred Stock with respect to which such Company Option at the time of grantor Company Warrant is immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option or Company Warrant was granted; (vi) granted and the applicable vesting schedule, including the number term of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expiresor Company Warrant; (iv) the vesting schedule for such Company Option or Company Warrant; (v) the exercise price per share of Company Common Stock or Series B Preferred Stock purchasable under such Company Option or Company Warrant; and (viiivi) whether such Company Option is has been designated an “incentive stock option” (as defined in Section 422 of the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the and Company Disclosure Schedule Warrants and except as set forth on Section 2.6(din Part 2.3(b) of the Company Disclosure Schedule, there is no: (iA) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iiB) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iiiC) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (ivD) to the best Knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesCompany. (ec) All outstanding shares of Company Common Stock, Company Preferred Stock, Capital Stock and all outstanding Company Options and other securities of the Company Warrants, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the DGCL and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) Immediately prior to the Effective Time, and following: (i) the filing of a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to increase the authorized number of shares of Series B Preferred Stock from 16,000,000 to 29,000,000, (ii) conversion of all principal and accrued interest on certain indebtedness of Greylock IX, Limited Partnership into shares of Series B Preferred Stock, and (iii) conversion of all issued and outstanding shares of Preferred Stock into shares of Company Common Stock, the authorized capital stock of the Company shall consist of: (A) 50,000,000 shares of Company Common Stock, of which 34,775,725 shares shall be issued and are outstanding; and (B) 30,000,000 shares of Preferred Stock (x) 1,000,000 of which have been designated “Series A Preferred Stock,” none of which shall be issued and outstanding and (y) 29,000,000 of which have been designated “Series B Preferred Stock,” none of which shall be issued and outstanding.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 20,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 1,045,060 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None of the All outstanding shares of Company Common Stock or and all outstanding Company Preferred Stock is entitled or subject to any preemptive rightOptions, right of participationhave been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, right of maintenance or any similar rightand (ii) all requirements set forth in applicable Contracts. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(bPart 2.3(a) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (c) Except for the Company’s 2017 Stock Incentive Plan, provides as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any shares of capital stock of the Company is subject. (b) The Company has reserved 3,214,926 2,400,000 shares of Company Common Stock for issuance under the Company Stock Option Plan, of which 1,962,875 options to purchase 378,405 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: . Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each option to purchase Common Stock of the Company outstanding as of the date hereof (whether vested or unvested) (the "Company Options"): (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted and the term of such Company Option; (viiv) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreementschedule for such Company Option; (viiv) the date on which exercise price per share of Company Common Stock purchasable under such Company Option expiresOption; and (viiivi) whether such Company Option is has been designated an “"incentive stock option” (" as defined in Section 422 of the Code) or a non-qualified stock option. The Except for Company has made available Options granted pursuant to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure ScheduleStock Option Plans, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiessecurities of the Company; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company (clauses (i) through (iv) above, collectively "Company Rights"). The Company has not issued any debt securities which grant the holder thereof any right to vote on, or veto, any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to actions by the Company or any of its SubsidiariesCompany. (ec) All of the outstanding shares of capital stock of the Subsidiaries of the Company Common Stockhave been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances. (d) The Company Preferred Stockhas never repurchased, Company Options and redeemed or otherwise reacquired any shares of capital stock or other securities of the Company have been issued and granted except as specified in material the Company Disclosure Schedule. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the NMBCA and all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) The certificate referred to in Section 6.5(h) and the information provided to Parent by the Company pursuant to Section 5.7 shall be true, accurate and complete. As of the Effective Time, all Company Stock Options, all rights to acquire Company Stock Options or other options on the capital stock of the Company and all other stock purchase rights to acquire or purchase shares of Company Common Stock shall have been exercised or terminated without Liability or obligation to the Company, the Surviving Corporation, Parent or any of its Affiliates after the Effective Time. All disclosure and other documents with or addressed to holders of Company Options shall be prepared and distributed in compliance with the Company Constituent Documents, all applicable Company Contracts and Plans and all applicable Legal Requirements, including federal and state anti-fraud securities laws.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 25,000,000 shares of Company Common Stock, Stock (with $0.001 par value $0.0001 per sharevalue), of which 4,912,656 7,340,863 shares have been issued and are outstanding as of the date of this Agreement, and ; (ii) 20,132,055 5,372,500 shares of preferred stock, Company Preferred Stock (with $0.001 par value $0.0001 per share, of value) which (A) 8,502,752 shares have been designated as "Series A Preferred Stock, including (x) 1,650,678 ," of which 5,335,000 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement, ; (yiii) 2,572,912 3,100,000 shares of Company Preferred Stock (with $0.001 par value) which have been designated as "Series A-2 B Preferred Stock, all ," of which are 2,884,448 shares have been issued and are outstanding as of the date of this Agreement, ; and (ziv) 4,279,162 4,100,000 shares of Company Preferred Stock (with $0.001 par value) which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as "Series C Preferred Stock, 5,210,922 ," of which are 3,992,497 shares have been issued and are outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to by the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of Recapitalization Transaction (or granting any option or similar right with respect toas defined in Section 4.4 hereof), any shares each outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock or Company Preferred Stock. (b) . All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(bPart 2.3(a) of the Company Disclosure Schedule accurately provides an accurate and completely lists all complete description of the terms of each repurchase rights option which is held by the Company with respect and to which any of such shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 4,929,449 shares of Company Common Stock for issuance under the Company Stock Plan, of which 1,962,875 options to purchase 3,364,955 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise outstanding as of Company Options granted under the Company Plan, and 67,266 shares date of Company Common Stock remain available for future issuance pursuant to the Company Planthis Agreement. Section 2.6(cPart 2.3(b) of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted and the term of such Company Option; (viiv) the applicable vesting schedule, including the number of vested and unvested shares as of the commencement date of this Agreementfor such Company Option; (viiv) the date on which exercise price per share of Company Common Stock purchasable under such Company Option expiresOption; and (viiivi) whether such Company Option is has been designated an “"incentive stock option” (" as defined in Section 422 of the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options as set forth on Section 2.6(cin Part 2.3(b) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its Subsidiariesthe Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiariesthe Subsidiary; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to 11. the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesAcquired Corporation. (ec) All outstanding shares of Company Common Stock, Stock and Company Preferred Stock, Stock and all outstanding Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable Contracts. Except as set forth on Part 2.3(c) of the Disclosure Schedule, there are no preemptive rights applicable to any shares of capital stock of any Acquired Company, nor other rights to subscribe for or purchase securities of any Acquired Company. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, no Acquired Company has repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities, other than a repurchase of unvested shares and shares subject to repurchase rights on the termination of employment or consulting services. All securities so reacquired by the Acquired Company were reacquired in compliance with (i) all applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 shares 800,000 shares, no par value, of Company Common Stock, par value $0.0001 per sharecommon stock, of which 4,912,656 500,000 have been designated “Class A Voting Common Stock,” of which 156,486 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 shares of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 100,000 have been designated “Class B Voting Common Stock,” of which 79,830 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement, (y) 2,572,912 shares ; and of which 100,000 have been designated as Series A-2 Preferred “Class C Voting Common Stock, all ,” of which are 53,220 shares have been issued and are outstanding as of the date of this Agreement, ; and (z) 4,279,162 shares of which 100,000 have been designated as Series A-3 Preferred “Class D Voting Common Stock, all ,” of which are 28,292 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 100,000 shares of preferred stock, (B) 5,425,829 shares which have been designated as Series B Preferred Stock no par value, all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which none are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Each share of the Class B Voting Common Stock, Series A-2 Preferred the Class C Voting Common Stock, Series A-3 Preferred Stock, Series B Preferred and the Class D Voting Common Stock and Series C Preferred is convertible into one share of Class A Voting Common Stock are collectively referred to herein as in accordance with the “Company Preferred Stock”Company’s charter. The Company does not hold any has reserved sufficient shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Class A Voting Common Stock or Company Preferred for issuance upon conversion of all the Class B Voting Common Stock. (b) , Class C Voting Common Stock, and Class D Voting Common Stock. All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None of the All outstanding shares of Company Common Stock or and all outstanding Company Preferred Stock is entitled or subject to any preemptive rightOptions have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, right of participation, right of maintenance or any similar rightand (ii) all requirements set forth in the Company Constituent Documents and applicable Company Contracts. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal Except as set forth in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(bPart 2.3(a) of the Company Disclosure Schedule accurately and completely lists all Schedule, there are no repurchase rights options which are held by the Company with respect and to which any shares of capital stock of the Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 (i) 64,710 shares of Company Common Stock for issuance under the Company PlanStock Option Plans, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 options to purchase 34,697 shares of Company Common Stock remain available are outstanding as of the date of this Agreement and all of such options are for future the purchase of Class A Voting Common Stock, (ii) has reserved 40,802 shares of Company Common Stock for issuance pursuant under a warrant issued to the Subordinated Debt Holder, and (iii) has reserved 12,000 shares of Company PlanCommon Stock for issuance under options granted other than under the Company Stock Option Plans and all of such options are for the purchase of Class A Voting Common Stock. Section 2.6(cPart 2.3(b) of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option outstanding as of the date of this Agreement: hereof (whether vested or unvested): (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted and the term of such Company Option; (viiv) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreementschedule for such Company Option; (viiv) the date on which exercise price per share of Company Common Stock purchasable under such Company Option expiresOption; and (viiivi) whether such Company Option is has been designated an “incentive stock option” (as defined in Section 422 of the Code) or a non-qualified stock option. The Except for Company has made available Options granted pursuant to Meerkat an accurate and complete copy of the Company Plan Stock Option Plans and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(dPart 2.3(b) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiessecurities of the Company; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any (clauses (i) through (iv) above, collectively “Company Rights”). Except as set forth on Part 2.3(b) of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company Disclosure Schedule, the Company has not issued any debt securities which grant the holder thereof any right to vote on, or veto, any of its Subsidiariesactions by the Company. (ec) All of the outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities capital stock of the Subsidiaries of the Company have been issued duly authorized and granted are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, and, except as set forth on Part 2.3(c) of the Company Disclosure Schedule, are free and clear of any Encumbrances. (d) Since the date of the Balance Sheet, except as set forth in material Part 2.3(d) of the Company Disclosure Schedule, the Company has not repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the Tennessee Business Corporation Act (the “TBCA”) and all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company Capital Stock consists of: (i) 50,000,000 shares of Common Stock, without par value, of which 10,123,313 shares have been issued and are outstanding as of the date of this Agreement consists of Agreement; and (iii) 26,300,000 25,000,000 shares of Company Common Preferred Stock, without par value $0.0001 per sharevalue, 5,771,788 of which 4,912,656 shares have been designated "Series A Preferred Stock," all of which have been issued and are outstanding as of the date of this Agreement, 3,690,986 of which have been designated "Series A-1 Preferred Stock," all of which have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares 12,500,000 of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as "Series A-1 B Preferred Stock, all ," none of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which issued or are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Each outstanding share of Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B A Preferred Stock and Series C A-1 Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares convertible into one share of Company Common Stock or Company Preferred Stock. (b) . All of the outstanding shares of Company Common Common, Stock Series A Preferred Stock and Company Series A-1 Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None Part 2.3 of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None Disclosure Schedule provides an accurate and complete description of the outstanding shares terms of Company Common Stock or Company Preferred Stock each repurchase option which is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect and to which any of such shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 5,628,875 shares of Company Common Stock for issuance under the Company its 1996 Stock Option Plan, of which 1,962,875 options to purchase 4,669,162 shares are outstanding as of the date of this Agreement and options to purchase 303,943 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Planexercised. Section 2.6(c) Part 2.3 of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted and the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the applicable vesting scheduleCode. Part 2.3 of the Disclosure Schedule also accurately sets forth, including the number of vested and unvested shares with respect to each Company Warrant that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Warrant; (viiii) the total number of shares of Company Common Stock or Preferred Stock that are subject to such Company Warrant and the number of shares of Company Common Stock or Preferred Stock with respect to which such Company Warrant is immediately exercisable; (iii) the date on which such warrant was granted and the term of such Company Option expiresWarrant; (iv) the vesting schedule for such Company Warrant (if any); and (viiiv) whether the purchase price per share of Company Common Stock or Preferred Stock purchasable under such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock optionWarrant. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) in Part 2.3 of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Law, and (ii) all requirements set forth in applicable Contracts.or

Capitalization, Etc. (a) The authorized Company Capital Stock as of the date of this Agreement consists of of: (i) 26,300,000 150,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 6,329,326 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 43,350,000 shares of preferred stockCompany Preferred Stock, par value $0.0001 per share, of which (A) 8,502,752 shares 33,000,000 of which have been designated as Series A Preferred Stock, including (x) 1,650,678 of which 31,321,048 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreement, Agreement and (yB) 2,572,912 shares 10,350,000 of which have been designated as Series A-2 B Preferred Stock, all of which are 9,604,878 shares have been issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock Part 2.3 of the Company Disclosure Schedule sets forth a complete and Series C Preferred Stock are collectively referred to herein as accurate list of the “Company Preferred Stock”. The Company does not hold any shares record ownership of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to all of the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Capital Stock or as of the date of this Agreement. Each outstanding share of Company Preferred Stock is convertible into one share of Company Common Stock. (b) . All of the outstanding shares of Company Common Stock and Company Preferred Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) Part 2.3 of the Company Disclosure Schedule accurately and completely lists all identifies each repurchase rights option that is held by the Company with respect and to which any of such shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 19,400,000 shares of Company Common Stock for issuance under the Company PlanStock Plans, of which 1,962,875 options to purchase 8,176,853 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise outstanding as of Company Options granted under the Company Plan, and 67,266 shares date of Company Common Stock remain available for future issuance pursuant to the Company Planthis Agreement. Section 2.6(c) Part 2.3 of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted and the term of such Company Option; (viiv) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreementschedule for such Company Option; (viiv) the date on which exercise price per share of Company Common Stock purchasable under such Company Option expiresOption; and (viiivi) whether such Company Option is has been designated an “incentive stock option” (as defined in Section 422 of the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) in Part 2.3 of the Company Disclosure Schedule, for options granted under the Company Plans from and after the date of this Agreement in compliance with Section 4.2 of this Agreement or other securities issued from and after the date of this Agreement in compliance with Section 4.2 of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock Company Capital Stock or other securities of the Company or any of its SubsidiariesAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock Company Capital Stock or other securities of the Company or any of its SubsidiariesAcquired Corporation; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under the terms of which the Company or any of its Subsidiaries Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock Company Capital Stock or any other securitiessecurities of any Acquired Corporation; or (iv) to the Knowledge of the Company, condition or circumstance that may will or could reasonably give rise to or provide a reasonable basis for the assertion of a meritorious claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock Company Capital Stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesAcquired Corporation. (ec) All outstanding shares of Company Common Stock, Stock and Company Preferred Stock, and all outstanding Company Options and other securities of the Company Warrants, have been issued and granted in material compliance with (i) all applicable securities laws or pursuant to valid exemptions therefrom and other applicable Law, Legal Requirements and (ii) all requirements set forth in applicable Contracts. (d) None of the Acquired Corporations has ever repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company other than pursuant to restricted stock purchase agreements or stock option agreements providing for the repurchase of such securities at the original issuance price of such securities. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the DGCL and other applicable Legal

Capitalization, Etc. (a) The authorized capital stock of the Company Capital consists of: (i) 25,000,000 shares of Common Stock (par value $0.001 per share), of which 6,649,183 shares have been issued and are outstanding as of the date of this Agreement consists (which includes 350,000 shares to be issued to JMW Capital or JMW Capital's designees prior to the Closing of this Agreement as payment for services rendered relating to the Merger) and (iii) 26,300,000 10,000,000 shares of Company Common Stock, Preferred Stock (par value $0.0001 0.001 per share), 1,000,000 of which have been designated Series A Preferred Stock, of which 4,912,656 703,534 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 shares . Each outstanding share of preferred stock, par value $0.0001 per share, of which (A) 8,502,752 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Company Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares convertible into one share of Company Common Stock or Company Preferred Stock. (b) . All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon- assessable. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) Part 2.3 of the Company Disclosure Schedule accurately provides an accurate and completely lists all complete description of the terms of each repurchase rights option which is held by the Company with respect and to which any of such shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 1,700,000 shares of Company Common Stock for issuance under the Company its Stock Plan, of which 1,962,875 options to purchase 1,350,500 shares have been issued and are currently outstandingoutstanding as of the date of this Agreement, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 which 299,183 shares of Company Common Stock remain available for future issuance pursuant to have been issued as a result of the Company Planexercise of options. Section 2.6(c) Part 2.3 of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted and the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which whether or not such Company Option expires; and (viii) whether such Company Option is has been designated an “"incentive stock option” (" as defined in Section 422 of the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) in Part 2.3 of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the knowledge of the Company and the Key Shareholders, condition or circumstance that may give rise to or provide a basis for the assertion of a valid claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesCompany. (ec) All outstanding shares of Company Common Stock, Stock and Company Preferred Stock, Stock and all outstanding Company Options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company.

Capitalization, Etc. (a) The Prior to the Closing Date, the authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 25,000,000 shares of Company Common Stock, $.0001 par value $0.0001 per sharevalue, of which 4,912,656 11,609,711 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 5,000,000 shares of preferred stockPreferred Stock, $.01 par value $0.0001 per sharevalue, all of which (A) 8,502,752 shares have been designated as "Series A Preferred Stock, including (x) 1,650,678 ," of which 4,504,505 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Each outstanding share of Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B A Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares convertible into one share of Company Common Stock or Company Preferred Stock. (b) . All of the outstanding shares of Company Common Stock and Company Series A Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnon-assessable. None Part 2.3 of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None Disclosure Schedule provides an accurate and complete description of the outstanding shares terms of Company Common Stock or Company Preferred Stock each repurchase option which is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect and to which any of such shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 1,810,944 shares of Company Common Stock for issuance under the Company its 1995 Stock Option/Issuance Plan, of which 1,962,875 options to purchase 1,005,700 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise outstanding as of Company Options granted under the Company Plandate of this Agreement, and 67,266 902,701 shares of Company Common Stock remain available for future issuance pursuant to the Company PlanWarrants. Section 2.6(c) Part 2.3 of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option and Company Warrant that is outstanding as of the date of this Agreement: (i) the name of the optioneeholder of such Company Option and Company Warrant; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and Company Warrant and the number of shares of Company Common Stock subject to such Company Option at the time of grantwhich are immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option and Company Warrant was granted; (vi) granted and the applicable vesting schedule, including the number term of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expiresand Company Warrant; (iv) the vesting schedule for such Company Option and Company Warrant; (v) the exercise price per share of Company Common Stock purchasable under such Company Option and Company Warrant; and (viiivi) whether such Company Option is has been designated an “"incentive stock option” (" as defined in Section 422 of the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) in Part 2.3 of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of the Company and the Signing Shareholder, condition or circumstance existing as of the Closing Date that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its SubsidiariesCompany. (ec) All outstanding shares of Company Common Stock, Company Stock and Series A Preferred Stock, and all outstanding Company Options and other securities of the Company Warrants, have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the California General Corporation Law and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement Company consists of of: (i) 26,300,000 28,000,000 shares of Company Common Stock, Stock ($.0005 par value $0.0001 per share), of which 4,912,656 4,774,580 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 14,000,000 shares of preferred stock, Preferred Stock ($.0005 par value $0.0001 per share), of which (A) 8,502,752 shares 600,000 of which have been designated as "Series A Preferred Stock, including (x) 1,650,678 shares ," all of which have been designated as Series A-1 Preferred Stock, all of which are issued and are outstanding as of the date of this Agreementhereof, (yB) 2,572,912 shares 1,280,000 of which have been designated as "Series A-2 B Preferred Stock, ," all of which are have been issued and are outstanding as of the date hereof, (C) 2,636,362 of this Agreement, and (z) 4,279,162 shares which have been designated as 10. 18 "Series A-3 C Preferred Stock, all ," 2,454,544 of which are have been issued and are outstanding as of the date of this Agreementhereof, (BD) 5,425,829 shares 3,200,000 of which have been designated as "Series B D Preferred Stock , all Stock," 3,133,164 of which are have been issued and are outstanding as of the date of this Agreementhereof, and (CE) 6,203,474 shares 6,000,000 of which have been designated as "Series C E Preferred Stock, 5,210,922 ," none of which have been issued or are issued and outstanding as of the date hereof. As of this Agreement. The Series A-1 Preferred Stockthe date hereof and as of the Effective Time, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B each outstanding share of Company Preferred Stock is and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares shall be convertible into one share of Company Common Stock or Company Preferred Stock. (b) . All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrancesnonassessable. None of the All outstanding shares of Company Common Stock or and Company Preferred Stock is entitled or subject to any preemptive rightStock, right of participationand all outstanding Company Options and Company Warrants, right of maintenance or any similar righthave been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(bPart 2.3(a) of the Company Disclosure Schedule accurately provides an accurate and completely lists all complete description of the terms of each repurchase rights option which is held by the Company with respect and to which any shares of capital stock of the Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stocksubject. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the The Company has reserved 3,214,926 5,178,000 shares of Company Common Stock for issuance under the Company PlanStock Option Plans, of which 1,962,875 options to purchase 3,308,108 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: . Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each option to purchase Company Common Stock outstanding as of the date hereof, whether vested or unvested (the "Company Options"): (i) the name of the optioneeholder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock subject with respect to which such Company Option at the time of grantis immediately exercisable; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted and the term of such Company Option; (iv) the vesting schedule for such Company Option (including any circumstances under which such vesting may be accelerated as a result of the Merger or otherwise); (v) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the applicable vesting schedule, including Code. Part 2.3(b) of the number of vested and unvested shares Company Disclosure Schedule accurately sets forth with respect to each warrant to purchase Company Common Stock or Company Preferred Stock outstanding as of the date hereof (the "Company Warrants"): (i) the name of this Agreementthe holder of such Company Warrant; (viiii) the total number of shares of Company Common Stock or Company Preferred Stock that are subject to such Company Warrant and the number of shares of Company Common Stock or Company Preferred Stock with respect to which such Company Warrant is immediately exercisable; (iii) the date on which such Company Option expiresWarrant was granted and the term of such Company Warrant; and (viiiiv) whether the exercise price per share of Company Common Stock or Company Preferred Stock purchasable under such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock optionWarrant. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(din Part 2.3(b) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCompany; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiessecurities of the Company; or (iv) to the knowledge of the Company, any condition or circumstance that may give rise to or provide a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire is (c) Except as set forth in Part 2.3(c) of the Company Disclosure Schedule, the Company has never repurchased, redeemed or receive otherwise reacquired any shares of capital stock or other securities of the Company or any of its SubsidiariesCompany. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to All securities so reacquired by the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted were reacquired in material compliance with (i) the applicable provisions of the CGCL and all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (d) To the knowledge of the Company, after reasonable investigation, (i) no more than 35 shareholders of the Company do not qualify as an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act) and (ii) each shareholder of the Company who is not an accredited investor either alone or with a "purchaser representative" that may be designated by such shareholder in connection with the transactions contemplated by this Agreement has such knowledge and experience in financial and business matters that such Person is capable of evaluating the merits and risk of the issuance of shares of Parent Common Stock to such person in connection with the Merger.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement CancerVax consists of of: (i) 26,300,000 75,000,000 shares of Company CancerVax Common Stock, par value $0.0001 0.00004 per share, of which 4,912,656 27,932,160 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 10,000,000 shares of preferred stockCancerVax Preferred Stock, par value $0.0001 0.00004 per share, of which (A) 8,502,752 75,000 shares have been designated as Series A Junior Participating Preferred Stock, including (x) 1,650,678 no shares of which have been designated as Series A-1 Preferred Stock, all of which issued or are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company CancerVax does not hold any shares of its capital stock in its treasury. All of the outstanding shares of CancerVax Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the outstanding shares of CancerVax Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of CancerVax Common Stock is subject to any right of first refusal in favor of CancerVax. Except as contemplated herein, herein and except as identified on Part 3.3(a)(i) of the CancerVax Disclosure Schedule there is no Company CancerVax Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares Table of Company Contents of CancerVax Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company CancerVax is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company CancerVax Common Stock or other securities. Section 2.6(bPart 3.3(a)(ii) of the Company CancerVax Disclosure Schedule accurately and completely lists describes all repurchase rights held by the Company CancerVax with respect to shares of Company CancerVax Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (cb) Except for the Company’s 2017 CancerVax Third Amended and Restated 2000 Stock Incentive Plan, as amended the CancerVax Amended and Restated 2003 Equity Incentive Award Plan and the CancerVax Employee Stock Purchase Plan (collectively, the “Company PlanCancerVax Stock Plans”), or except as set forth on Section 3.3(b) of the Company CancerVax Disclosure Schedule, CancerVax does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 : (i) 75,000 shares of Company Common CancerVax Series A Junior Participating Preferred Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for future issuance upon exercise of Company Options the Rights issued pursuant to the Rights Agreement, dated as of November 3, 2004, by and between CancerVax and Mellon Investor Services LLC as Rights Agent (the “Rights Agreement”); (ii) 1,443,606 shares of CancerVax Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company Third Amended and Restated 2000 Stock Incentive Plan, and 67,266 ; (iii) 3,981,460 shares of Company CancerVax Common Stock remain available are subject to issuance pursuant to stock options granted and outstanding under the Amended and Restated 2003 Equity Incentive Award; (iv) 253,376 shares of CancerVax Common Stock are reserved for issuance pursuant to the ESPP CancerVax Stock Plans; (v) 1,591,290 shares of CancerVax Common Stock are reserved for future issuance pursuant to stock options not yet granted under the Company PlanCancerVax Stock Plans other than the ESPP; and (vi) 85,610 shares of CancerVax Common Stock are reserved for future issuance pursuant to warrants to purchase CancerVax Common Stock (“CancerVax Warrants”). Section 2.6(cOptions to purchase shares of CancerVax Common Stock are referred to in this Agreement as “CancerVax Options.” Part 3.3(b) of the Company CancerVax Disclosure Schedule sets forth the following information with respect to each Company CancerVax Option outstanding as of the date of this Agreement: (iA) the name of the optionee; (iiB) the number of shares of Company CancerVax Common Stock subject to such Company Option at the time of grantCancerVax Option; (iiiC) the number exercise price of shares of Company Common Stock subject such CancerVax Option; (D) the date on which such CancerVax Option was granted; (E) the applicable vesting schedule, and the extent to which such Company CancerVax Option is vested and exercisable as of the date of this Agreement; (iv) the exercise price of such Company Option; (vF) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company CancerVax Option expires; and (viiiG) whether such Company CancerVax Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company CancerVax has made available delivered to Meerkat an Micromet accurate and complete copy copies of all stock option plans pursuant to which CancerVax has ever granted stock options, the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting evidencing such options and evidence of Company Options will accelerate in connection with the closing board and stockholder approval of any of the Contemplated TransactionsCancerVax Stock Plans and amendments thereto. CancerVax has delivered to Micromet accurate and complete copies of all CancerVax Warrants. (dc) Except for the Rights Agreement and the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule CancerVax Warrants and except as set forth on Section 2.6(d) of the Company Disclosure ScheduleCancerVax Options, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or any of its SubsidiariesCancerVax; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its SubsidiariesCancerVax; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries CancerVax is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any of its SubsidiariesCancerVax. There are no not outstanding or authorized stock appreciation, phantom stock, profit participation participating or other similar rights with respect to the Company or any of its SubsidiariesCancerVax. (ed) All outstanding shares of Company CancerVax Common StockStock and options, Company Preferred Stock, Company Options warrants and other securities of the Company CancerVax have been issued and granted in material compliance with (i) all applicable securities laws and other applicable LawLegal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock of each of CancerVax’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal Table of Contents liability attaching to the ownership thereof, and are owned beneficially and of record by CancerVax, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized Company Capital Stock as capital stock of the date of this Agreement i2 Telecom consists of of: (i) 26,300,000 10,000,000 shares of Company i2 Telecom Common Stock, par value $0.0001 per share, of which 4,912,656 2,278,926 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 20,132,055 1,000,000 shares of preferred stock, par value $0.0001 per share, of which i2 Telecom Preferred Stock (A) 8,502,752 100,000 shares have been designated as Series A Preferred Stock, including (x) 1,650,678 shares of which have been designated as i2 Telecom Preferred Stock Series A-1 Preferred Stock, all with 25,000 shares of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and such series outstanding as of the date of this Agreement, and (zB) 4,279,162 100,000 shares of which have been designated as Series A-3 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B i2 Telecom Preferred Stock , all Series A-2 with 34,000 shares of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 of which are issued and such series outstanding as of the date of this Agreement. The Series A-1 Preferred StockExcept as identified in Part 2.3(a) of the i2 Telecom Disclosure Schedule, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company i2 Telecom does not hold any shares of its capital stock in its treasury. All of the outstanding shares of i2 Telecom Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except as contemplated hereinidentified in Part 2.3(a) of the i2 Telecom Disclosure Schedule: (i) none of the outstanding shares of i2 Telecom Common Stock are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of i2 Telecom Common Stock are subject to any right of first refusal; and (iii) there is no Company i2 Telecom Entity Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company i2 Telecom Common Stock or Company Preferred Stock. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable and are free of any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock i2 Telecom Entities is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company. The Company is not under any obligation, nor or is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company i2 Telecom Common Stock. (cb) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 2,425,104 shares of Company i2 Telecom Common Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plani2 Telecom Options whether granted and outstanding under stock option or stock incentive plans adopted by i2 Telecom or otherwise. Section 2.6(cPart 2.3(b) of the Company i2 Telecom Disclosure Schedule sets forth the following information with respect to each Company i2 Telecom Option outstanding as of the date of this Agreement: (i) the name whether such i2 Telecom Option was granted pursuant to any stock option or stock incentive plan adopted by i2 Telecom and a description of the optioneesuch i2 Telecom Option; (ii) the number name of shares the holder of Company Common Stock subject to such Company Option at the time of granti2 Telecom Option; (iii) the number of shares of Company i2 Telecom Common Stock subject to such Company Option as of the date of this Agreementi2 Telecom Option; (iv) the exercise price of such Company i2 Telecom Option; (v) the date on which such Company i2 Telecom Option was granted; (vi) the applicable vesting scheduleschedule of such i2 Telecom Option, including and the number of extent to which such i2 Telecom Option is vested and unvested shares exercisable as of the date of this Agreement; and (vii) the date on which such Company i2 Telecom Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company i2 Telecom has made available delivered to Meerkat an DDN accurate and complete copy of copies of: (A) all stock option or stock incentive plans pursuant to which i2 Telecom has ever granted stock options and the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactionsevidencing such options; and (B) all warrant and option agreements evidencing outstanding i2 Telecom Options. (dc) Except for the outstanding Company Options set forth on Section 2.6(cas identified in Part 2.3(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company i2 Telecom Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock i2 Telecom Capital Stock or other securities of the Company or any of its Subsidiariesi2 Telecom; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock i2 Telecom Capital Stock or other securities of the Company or any of its Subsidiariesi2 Telecom; (iii) stockholder or member rights plan (or similar plan commonly referred to as a “"poison pill”") or Contract under which the Company or any of its Subsidiaries i2 Telecom is or may become obligated to sell or otherwise issue any shares of its capital stock i2 Telecom Capital Stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock i2 Telecom Capital Stock or other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiariesi2 Telecom. (ed) All outstanding shares of Company i2 Telecom Common Stock, Company Preferred Stock, Company Options Stock and other securities all outstanding shares of the Company capital stock or membership interests of each Subsidiary of i2 Telecom have been issued and granted in material compliance with with: (i) all applicable securities laws and other applicable Law, Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock or membership interests of the Entities identified in Part 2.1(a) of the i2 Telecom Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by i2 Telecom, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company Capital Stock consists of (i) 20,000,000 shares of Common Stock, of which 2,454,428 shares are issued and outstanding as of the date of this Agreement consists of (i) 26,300,000 shares of Company Common Stock, par value $0.0001 per share, of which 4,912,656 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 20,132,055 5,256,000 shares of preferred stockPreferred Stock, par value $0.0001 per share, 56,000 of which (A) 8,502,752 shares have been are designated as Series A Preferred StockPreferred, including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all 56,000 of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares 2,600,000 of which have been are designated as Series A-2 B Preferred Stock, all 2,403,742 of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares 2,600,000 of which have been are designated as Series A-3 B1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 5,425,829 shares which have been designated as Series B Preferred Stock , all of which are issued and outstanding as of the date of this Agreement, and (C) 6,203,474 shares which have been designated as Series C Preferred Stock, 5,210,922 none of which are issued and outstanding as of the date of this Agreement. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock Part 2.3(a)(1) of the Disclosure Schedule sets forth the names of the Company's Shareholders as of the date of this Agreement and Series C Preferred Stock are collectively referred to herein as the “Company Preferred Stock”. The Company does not hold any shares number of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or and Company Preferred Stock owned of record by each of such Shareholders as of the date of this Agreement. The Company has reserved an additional 2,086,924 shares of Company Common Stock for issuance under its 1997 Stock Plan (the "Stock Plan") to employees, advisory board members, officers or directors of, or consultants to, the Company, of which options to acquire 1,957,107 shares of Common Stock have been granted as of the date of this Agreement. Part 2.3(a)(2) of the Disclosure Schedule sets forth a true and complete list as of the date hereof of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such Company Option, the exercise and vesting schedule, and the exercise price per share. The Company has reserved an additional 78,981 shares of Company Common Stock for issuance pursuant to outstanding warrants as of the date of this Agreement to purchase shares of Company Series B Preferred Stock. Part 2.3(a)(3) of the Disclosure Schedule sets forth the names of the Company's warrant holders as of the date of this Agreement and the number of shares issuable upon exercise of outstanding warrants as of the date of this Agreement. (b) All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, issued and are fully paid and nonassessable and nonassessable. There are free of no preemptive rights applicable to any Encumbrances. None of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor capital stock of the Company. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. Section 2.6(b) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable. Each share of Company Preferred Stock is convertible into one share of Company Common Stock. (c) Except for the Company’s 2017 Stock Incentive Plan, as amended (the “Company Plan”identified in Section 2.3(a), the Company does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. As of the date of this Agreement, the Company has reserved 3,214,926 shares of Company Common Stock for issuance under the Company Plan, of which 1,962,875 shares have been issued and are currently outstanding, 1,184,785 shares have been reserved for issuance upon exercise of Company Options granted under the Company Plan, and 67,266 shares of Company Common Stock remain available for future issuance pursuant to the Company Plan. Section 2.6(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option at the time of grant; (iii) the number of shares of Company Common Stock subject to such Company Option as of the date of this Agreement; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, including the number of vested and unvested shares as of the date of this Agreement; (vii) the date on which such Company Option expires; and (viii) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Meerkat an accurate and complete copy of the Company Plan and forms of all stock option agreements approved for use thereunder. No vesting of Company Options will accelerate in connection with the closing of the Contemplated Transactions. (d) Except for the outstanding Company Options set forth on Section 2.6(c) of the Company Disclosure Schedule and except as set forth on Section 2.6(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company Company; or any of its Subsidiaries; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; Company. (iiid) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any Any shares of capital stock or other securities of repurchased, redeemed or otherwise reacquired by the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company or any of its Subsidiaries. (e) All outstanding shares of Company Common Stock, Company Preferred Stock, Company Options and other securities of the Company have been issued and granted were validly reacquired in material compliance with (i) the applicable provisions of the California General Corporation Law and all applicable securities laws and other applicable LawLegal Requirements, and (ii) all any requirements set forth in applicable Contracts.