Capital Stock and Related Matters. The Certificate of Formation of the Company authorizes the Company to issue 10,000,000 shares of common stock, and no shares of preferred stock. As of the date of December 31, 2020, 6,501,024 shares of the Company’s common stock and no shares of Company’s preferred stock are issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company.

Capital Stock and Related Matters. The CertificateCapitalization; Governing Documents. As of FormationFebruary 8, 2021, the authorized capital stock of the Company authorizes the Company to issueconsists of: 10,000,000,000 authorized shares of common stock,Common Stock, of which 2,702,426,920 shares were issued and nooutstanding, and 100,000,000 authorized shares of preferred stock. Asstock, of the date of December 31, 2020, 6,501,024which 13,992,340 shares of the Company’s common stock and noSeries A, 1,327,640 shares of Company’s preferred stock areSeries B, and 1 share of Series AA were issued and outstanding. All of thesuch outstanding shares of capital stock of the Company has beenand the Conversion Shares, are, or upon issuance will be, duly authorized andauthorized, validly issued and isissued, fully paid and non-assessable. Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s boardNo shares of directors, there are, ascapital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date hereof,of this Agreement, other than as publicly announced prior to such date and reflected in the SEC filings of the Company # there are no outstanding options, rights, warrantswarrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other agreementscommitments or instruments obligating the Company to issue, deliverrights of any character whatsoever relating to, or sell,securities or cause to be issued, deliveredrights convertible into or sold, additionalexchangeable for any shares of the capital stock of the Company or obligatingany of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to grant, extendissue additional shares of capital stock of the Company or enterany of its Subsidiaries, # there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and # there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into any such agreement or commitment to any Person other thanexercisable for Common Stock of the Company.Company and the material rights of the holders thereof in respect thereto.

Capital Stock and Related Matters. The Certificate of Formation of the Company authorizes the Company to issue 10,000,000 shares of common stock, and no shares of preferred stock.Capitalization. As of the date of December 31, 2020, 6,501,024 shares ofhereof, the Company’s common stock and no shares of Company’s preferred stock are issued and outstanding. All of the outstandingauthorized capital stock of the Company has been duly authorizedconsists of 100,000,000 shares of Common Stock, par value $0.001, of which as of the date hereof, 5,628,459 shares are issued and 5,620,434 shares are outstanding, 8,025 shares are held as treasury shares, 96,594 shares are reserved for future issuance pursuant to the Company’s equity incentive plans, of which approximately 44,085 shares remain available for future option grants or stock awards, and 1,228,784 shares are issuable and reserved for issuance pursuant to securities (other than stock options or equity based awards issued pursuant to the Company’s stock incentive plans) exercisable or exchangeable for, or convertible into, shares of Common Stock. All of such outstanding shares have been, or upon issuance will be, validly issued and isare fully paid and non-assessable. Other than pursuantExcept as disclosed in [Schedule 3(c)], (i) no shares of the Company’s capital stock are subject to the Company’s equity incentive plans duly adoptedpreemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company’s board of directors,Company, # there are, asare no outstanding debt securities of the date hereof,Company or any of its Subsidiaries, # there are no outstanding options, rights, warrantswarrants, scrip, rights to subscribe to, calls or other agreementscommitments of any character whatsoever relating to, or instruments obligating the Company to issue, deliversecurities or sell, or cause to be issued, delivered or sold, additionalrights convertible into, any shares of the capital stock of the Company or obligatingany of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to grant, extendissue additional shares of capital stock of the Company or enter into any such agreementof its Subsidiaries or commitmentoptions, warrants, scrip, rights to subscribe to, calls or commitments of any Person other thancharacter whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company.Company or any of its Subsidiaries, # there are no material agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement), # there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, # there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and # the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished or made available to the Buyer true and correct copies of the Company’s Certificate of Incorporation and Bylaws.

Capital Stock and Related Matters. The Certificate of Formation of the Company authorizes the Company to issue 10,000,000 shares of common stock, and no shares of preferred stock.Capitalization. As of the date of December 31, 2020, 6,501,024 shares ofhereof, the Company’s common stock and no shares of Company’s preferred stock are issued and outstanding. All of the outstandingauthorized capital stock of the Company has been duly authorizedconsists of 100,000,000 shares of Common Stock, par value $0.001 per share, of which as of the date hereof, 25,168,339 shares are outstanding and 25,176,364 shares are issued, 8,025 shares are held as treasury shares, 1,151,054 shares are reserved for future issuance pursuant to the Company’s equity incentive plans, of which approximately 596,949 shares remain available for future option grants or stock awards, and 183,333 shares are issuable and reserved for issuance pursuant to securities (other than stock options or equity based awards issued pursuant to the Company’s stock incentive plans) exercisable or exchangeable for, or convertible into, shares of Common Stock. All of such outstanding shares have been, or upon issuance will be, validly issued and isare fully paid and non-assessable. Other than pursuantExcept as disclosed in [Schedule 3(c)], (i) no shares of the Company’s capital stock are subject to the Company’s equity incentive plans duly adoptedpreemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company’s board of directors,Company, # there are, asare no outstanding debt securities of the date hereof,Company or any of its Subsidiaries , # there are no outstanding options, rights, warrantswarrants, scrip, rights to subscribe to, calls or other agreementscommitments of any character whatsoever relating to, or instruments obligating the Company to issue, deliversecurities or sell, or cause to be issued, delivered or sold, additionalrights convertible into, any shares of the capital stock of the Company or obligatingany of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to grant, extendissue additional shares of capital stock of the Company or enter into any such agreementof its Subsidiaries or commitmentoptions, warrants, scrip, rights to subscribe to, calls or commitments of any Person other thancharacter whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company.Company or any of its Subsidiaries, # there are no material agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement), # there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, # there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and # the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished or made available to the Buyer true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”).

Capital Stock and Related Matters. The CertificateCapitalization; Governing Documents. As of FormationJune 17, 2021, the authorized capital stock of the Company authorizes the Company to issueconsists of: 10,000,000,000 authorized shares of common stock,Common Stock, of which 3,050,598,132 shares were issued and nooutstanding, and 100,000,000 authorized shares of preferred stock. Asstock, of the date of December 31, 2020, 6,501,024which 13,992,340 shares of the Company’s common stock and noSeries A, 1,327,640 shares of Company’s preferred stock areSeries B, and 1 share of Series AA were issued and outstanding. All of thesuch outstanding shares of capital stock of the Company has beenand the Conversion Shares, are, or upon issuance will be, duly authorized andauthorized, validly issued and isissued, fully paid and non-assessable. Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s boardNo shares of directors, there are, ascapital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date hereof,of this Agreement, other than as publicly announced prior to such date and reflected in the SEC filings of the Company # there are no outstanding options, rights, warrantswarrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other agreementscommitments or instruments obligating the Company to issue, deliverrights of any character whatsoever relating to, or sell,securities or cause to be issued, deliveredrights convertible into or sold, additionalexchangeable for any shares of the capital stock of the Company or obligatingany of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to grant, extendissue additional shares of capital stock of the Company or enterany of its Subsidiaries, # there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and # there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into any such agreement or commitment to any Person other thanexercisable for Common Stock of the Company.Company and the material rights of the holders thereof in respect thereto.