Massachusetts and in each other jurisdiction in which the failure to so qualify would have a Material Adverse Effect.
(a) (i) Immediately prior to the Initial Tranche Closing after giving effect to the filing of the Restated Certificate with the Secretary of State of the State of Delaware, the authorized capital of the Company consists of: (i) 205,926,290 shares of Common Stock, of which 3,833,606 shares are issued and outstanding, (ii) 158,642,302 shares of Preferred Stock, of which (A) 22,638,465 shares are designated Series A Preferred Stock and are issued and outstanding, (B) 10,909,091 shares are designated Series A-1 Preferred Stock and are issued and outstanding, (C) 20,754,461 shares are designated as Series B Preferred Stock and are issued and outstanding, (D) 17,550,758 shares are designated as Series C Preferred Stock, of which 13,202,932 shares are issued and outstanding and (E) 86,789,527 shares are designated as Series D Preferred Stock, none of which are issued and outstanding. At the time of the Closing, (i) all of the outstanding shares of Common Stock and Preferred Stock will have been duly authorized, will be fully paid and nonassessable and will have been issued in compliance with all applicable federal and state securities laws; (ii) the Company will hold no shares of Common Stock or Preferred Stock in its treasury; and (iii) the rights, privileges and preferences of the Preferred Stock will be as stated in the Restated Certificate and as provided by the General Corporation Law of the State of Delaware.
(b) As of immediately prior to the Initial Tranche Closing, The Company has reserved 18,222,157 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2006 Equity Incentive Plan duly adopted by the Board of Directors and approved by the Company stockholders (as amended and in effect from time to time, the Stock Plan). Of such reserved shares, options to purchase 9,607,120 shares are currently outstanding, 221,676 shares have been issued upon exercise and 8,393,361 shares remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan. The Company has furnished to the Purchasers complete and accurate copies of the Stock Plan and forms of agreements used thereunder.
(c) Section 3.2(c) of the Disclosure Schedule sets forth the capitalization of the Company immediately prior to the Initial Tranche Closing including the number of shares of the following: (i) issued and outstanding Common Stock, including, with respect to restricted Common Stock, if any, vesting schedule and repurchase price; (ii) issued stock options, if any; (iii) stock options, if any, not yet issued but reserved for issuance, including vesting schedule and exercise price; (iv) each series of Preferred Stock; and (v) warrants or stock purchase rights, if any. Except for (A) the conversion privileges of the Preferred Stock, (B) the rights provided in Section 5 of the Investors Rights Agreement, and (C) the securities and rights described in Sections 3.2(a) and 3.2(b) of this Agreement and Section 3.2(c) of the Disclosure Schedule, there are no outstanding options, warrants (other than warrants to purchase Common Stock, issued pursuant to that certain Series C Preferred Stock Purchase Agreement, dated as of August 2, 2011, by and among the Company and the investors named therein, as amended), rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock or Preferred Stock, or any securities convertible into or exchangeable for shares