EX-4.5



 Exhibit 4.5 
 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO
THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 
 WARRANT TO PURCHASE STOCK 
 Company: FiftyOne, Inc., a Delaware corporation f/k/a E4X, Inc.

 Number of Shares: 220,552, subject to adjustment 
 Class of Stock: Series D Convertible Preferred Stock, $0.01 par value per share 
 Warrant Price:
$0.566761, subject to adjustment 
 Issue Date: October 19, 2010 
 Expiration Date: October 19, 2020 

			
	Credit Facility:	 	This Warrant is issued in connection with that certain Third Loan Modification Agreement, of even date herewith, to that certain Loan and Security Agreement dated September 17,
2009, as amended, between Silicon Valley Bank and the Company (as further amended and in effect from time to time, the “Loan Agreement”).

 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, SILICON VALLEY BANK (Silicon Valley Bank, together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, is referred to hereinafter as “Holder”) is
entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated class and series of stock (the “Class”) of the above-named company (the “Company”) at the above-stated Warrant
Price per Share, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. 
 ARTICLE 1. EXERCISE. 
 1.1 Method of Exercise. Holder may exercise
this Warrant by delivering the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set
forth in Article 1.2, Holder shall also deliver to the Company a check, wire transfer (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.








 1.2 Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1,
Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares as is computed using the following formula: 
  

					
	X=	  	 Y(A-B)
	  	
		  	(A)	  	

 where: 

 

			
	X =	  	the number of shares of the Class to be issued to the Holder pursuant to this Article 1.2.
		
	Y =	  	the number of shares of the Class covered by this Warrant in respect of which the net issue election is made pursuant to this Article 1.2.
		
	A =	  	the Fair Market Value (as determined pursuant to Article 1.3) of one share of the Class, as determined at the time the net issue election is made pursuant to this Article
1.2.
		
	B =	  	the Warrant Price in effect under this Warrant at the time the net issue election is made pursuant to this Article 1.2.


 1.3 Fair Market Value. If, at the time of any exercise or conversion of this Warrant, the
Company’s common stock is traded in a public market and the Shares are common stock, the fair market value of a Share shall be the closing price of a share of common stock reported for the business day immediately before the day Holder delivers
this Warrant together with its Notice of Exercise to the Company (or in the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s registration statement filed with the Securities and Exchange Commission
in connection with the Company’s initial offering and sale of its shares to the public (“IPO”), the “price to public” per share price specified in the final prospectus relating to the IPO). If the Company’s common stock
is traded in a public market and the Shares are preferred stock, the fair market value of a Share shall be the closing price of a share of the Company’s common stock reported for the business day immediately before the day Holder delivers this
Warrant together with its Notice of Exercise to the Company (or, in the instance where the Warrant is exercised immediately prior to the effectiveness of the IPO, the initial “price to public” per share price specified in the final
prospectus relating to such offering), in both cases, multiplied by the number of shares of the Company’s common stock into which a Share is convertible. If the Company’s common stock is not traded in a public market, the Board of
Directors of the Company shall determine the fair market value of each Share in its reasonable good faith judgment. 
 1.4
Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares
acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new warrant of like tenor representing the Shares not so acquired. 
 1.5 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or
destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this
Warrant, a new warrant of like tenor. 

  
 2 








 1.6 Treatment of Warrant Upon Acquisition of Company. 

1.6.1 “Acquisition”. For the purpose of this Warrant, “Acquisition” means any sale, transfer, exclusive
license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, merger or sale of outstanding equity securities of the Company where the holders of the Company’s outstanding voting
equity securities as of immediately before the transaction beneficially own less than a majority of the outstanding voting equity securities of the surviving or successor entity as of immediately after the transaction. 

1.6.2 Treatment of Warrant at Acquisition. 
 A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition in which the sole consideration is cash and/or Marketable Securities (as defined below), either
(a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this
Warrant will expire upon the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may request in connection with
such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 
 B) Upon the closing of any Acquisition other than those particularly described in subsection (A) above, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be
exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent
closing. The Warrant Price and/or number of Shares shall be adjusted accordingly. 
 As used in this Article 1.6, “Marketable
Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder
in connection with the Acquisition were Holder to exercise or convert this Warrant on or prior to the closing thereof is then traded on a national securities exchange or over-the-counter market, and (iii) Holder would not be restricted by
contract or by applicable federal and state securities laws from publicly re-selling, within six (6) months and one day following the closing of such Acquisition, all of the issuer’s shares and/or other securities that would be received by
Holder in such Acquisition were Holder to exercise or convert this Warrant in full on or prior to the closing of such Acquisition. 

  
 3 








 1.7 Stockholders’ Agreement. Upon any exercise or conversion of this Warrant,
Holder shall at the Company’s request become a party to, by execution and delivery to the Company of a counterpart signature page, joinder agreement, instrument of accession or the like, the Company’s stockholders’ agreement, solely
with respect to the Shares issued upon such exercise or conversion, solely to the extent that all holders of outstanding shares of the Class are then parties thereto, and solely to the extent that such agreement is then by its terms in force and
effect. 
 ARTICLE 2. ADJUSTMENTS TO THE SHARES. 
 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the outstanding shares of the Class payable in common stock or other securities, then upon exercise of this Warrant,
for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend occurred. If the Company
subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased.
If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

 2.2 Reclassification, Exchange, Combinations or Substitution. Subject to Article 1.6 above, upon any reclassification,
exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the
number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include, without
limitation, any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation (as
amended and in effect from time to time, the “Charter”), including, without limitation, upon consummation of the IPO. The Company or its successor shall promptly issue to Holder a certificate pursuant to Article 2.6 hereof setting forth
the number, class and series or other designation of such new securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of
the number and/or class of securities issuable upon the exercise or conversion of this Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 

2.3 Adjustments for Diluting Issuances. The number of shares of common stock issuable upon conversion of the Shares shall be
subject to adjustment, from time to time in the manner set forth in the Charter as if the Shares were issued and outstanding on and as of the date of any such required adjustment (and subject to waiver by the required holders of the outstanding
shares of the Class in accordance with the Company’s certificate of incorporation, as amended and in effect from time to time (the “Certificate of Incorporation”), provided that any such waiver complies with the last sentence of this
Article 2.3). The provisions set forth for the Class in the Charter relating to the above in effect as of the Issue Date may not be amended, 

  
 4 








 
modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment,
modification or waiver affects the rights associated with all other shares of the Class. 
 2.4 No Impairment. The
Company shall not, by amendment of the Charter or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to
protect Holder’s rights under this Article against impairment. 
 2.5 Fractional Shares. No fractional Shares shall
be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall
eliminate such fractional share interest by paying Holder in cash the amount computed by multiplying the fractional interest by the fair market value of a full Share. 
 2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company shall promptly notify Holder in writing, and, at the Company’s expense,
promptly compute such adjustment, and furnish Holder with a certificate of its Chief Executive Officer or Chief Financial Officer or other duly authorized officer setting forth such adjustment and the facts upon which such adjustment is based. The
Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price, Class and number of Shares in effect upon the date thereof and the series of adjustments leading to such Warrant Price, Class and number of Shares.
Notwithstanding the foregoing, in the event of an adjustment pursuant to Article 2.3, the Company shall only be required to provide Holder with such notices as are required to be delivered to holders of the Class pursuant to the Certificate of
Incorporation regarding antidilution protection, as and when the Company provides such notices to such holders. 
 ARTICLE 3. REPRESENTATIONS
AND COVENANTS OF THE COMPANY. 
 3.1 Representations and Warranties. The Company represents and warrants to, and
agrees with, the Holder as follows: 
 (a) The initial Warrant Price referenced on the first page of this Warrant is not
greater than the price per share at which shares of the Class were last issued in an arms-length transaction in which at least $500,000 of such shares were sold. 
 (b) All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, when issued, sold and
delivered in accordance with the terms and for the consideration set forth in this Warrant, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for
herein or under applicable federal and state securities laws. 
 (c) The Company’s summary capitalization table attached
hereto as Schedule 1 is true and complete as of the Issue Date. 

  
 5 








 3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare
any dividend or distribution upon the outstanding shares of the Class, whether in cash, property, stock, or other securities and whether or not a regular cash dividend (other than securities for which adjustment is made pursuant to Article 2
hereof); (b) to offer for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights);
(c) to effect any reclassification, reorganization or recapitalization of the shares of the Class; or (d) to effect an Acquisition or to liquidate, dissolve or wind up; then, in connection with each such event, the Company shall give
Holder: (1) at least 10 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of shares of the Class will be entitled thereto)
or for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above; and (2) in the case of the matters referred to in (c) and (d) above at least 10 days prior written notice of the date
when the same will take place (and specifying the date on which the holders of shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event). 

3.3 Registration Under Securities Act of 1933, as amended. The Company agrees that the Shares or, if the Shares are convertible
into common stock of the Company, such common stock, shall have certain incidental, or “Piggyback,” and S-3 registration rights as if Holder were a party to the Company’s Third Amended and Restated Investors’ Rights Agreement
dated as of April 30, 2010 (as amended and in effect from time to time, the “Rights Agreement’) with respect to those sections of the Rights Agreement. The provisions set forth in the Rights Agreement relating to the above in effect
as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification,
or waiver affects the rights associated with all other shares of the Class whose holders are parties thereto. In addition, Holder agrees to be bound by the “Lock-Up” provision of which the holders of the outstanding shares of the Class (or
common stock issuable on conversion thereof) are bound pursuant to the Rights Agreement. 
 3.4 No Stockholder Rights.
Without limiting any provision in this Warrant, Holder agrees that it will not have any rights as a stockholder of the Company until the exercise of this Warrant. 
 3.5 Certain Information. The Company agrees to provide Holder at any time and from time to time with such information as Holder may reasonably request for purposes of Holder’s compliance with
regulatory, accounting and reporting requirements applicable to Holder. Holder agrees to treat and hold all such information of the Company provided pursuant to this Article 3.5 in confidence in accordance with the provisions of Section 12.9 of
the Loan Agreement. 

  
 6 








 ARTICLE 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER. The Holder represents and warrants to the
Company as follows: 
 4.1 Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this
Warrant by Holder will be acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that Holder has not been formed
for the specific purpose of acquiring this Warrant or the Shares. 
 4.2 Disclosure of Information. Holder has received
or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask
questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could
acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access. 
 4.3 Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of
companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that
Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling
persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons. 
 4.4 Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act. 

4.5 The Act. Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof have not been
registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the
Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are
otherwise available. 
 ARTICLE 5. MISCELLANEOUS. 
 5.1 Term. This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date. 

  
 7 








 5.2 Legends. This Warrant and the Shares (and the securities issuable, directly or
indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form: 
 THIS
WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE ACT, OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 OF THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE COMPANY TO SILICON
VALLEY BANK DATED AS OF OCTOBER 19, 2010, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 
 5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the
Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment
representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon
Valley Bank’s parent company) or any other affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. 

5.4 Transfer Procedure. After receipt by Silicon Valley Bank (“Bank”) of the executed Warrant, Bank will transfer all of
this Warrant to SVB Financial Group, Holder’s parent company. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or
the Shares issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, SVB Financial Group or any
subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the
transferee(s) (and Holder if applicable). The Company may refuse to transfer this Warrant or the Shares to any person or entity who directly competes with the Company, unless, in either case, the stock of the Company is publicly traded. 

  
 8 








 5.5 Notices. All notices and other communications from the Company to the Holder, or
vice versa, shall be deemed delivered and effective when given personally, or on the third business day after being mailed by first-class registered or certified mail, postage prepaid, or on the next business day following delivery to a reputable
overnight courier, fee prepaid (or on the first business day after transmission by facsimile), at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such holder from time to time. All
notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise: 
 SVB Financial Group 
 Attn: Treasury Department 

3003 Tasman Drive, HA 200 
 Santa Clara, CA 95054 
 Telephone: 408-654-7400 

Facsimile: 408-496-2405 
 Notice to the Company shall be addressed as follows until Holder receives notice of a change in address: 
 FiftyOne, Inc. 
 Attn: 

55 West 39th Street, 18th Floor 
 New York, NY 10018 
 Telephone: 

Facsimile: 

With a copy to: 

Goodwin Procter LLP 
 Attn : Mark Macenka, Esq. 
 Exchange Place 

Boston, MA 02109 
 Telephone: 617-570-1145 
 Facsimile: 617-523-1231 

5.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 
 5.7
Attorney’s Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such
dispute, including reasonable attorneys’ fees. 
 5.8 Automatic Conversion upon Expiration. In the event that, upon
the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Article 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall
automatically be deemed on and as of such date to be converted pursuant to Article 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a
certificate representing the Shares (or such other securities) issued upon such conversion to Holder. 
 5.9
Counterparts. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. 

  
 9 








 5.10 Governing Law. This Warrant shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts, without giving effect to its principles regarding conflicts of law. 

[Remainder of page left blank intentionally] 

  
 10 









 “COMPANY” 
 FIFTYONE, INC. 
  

			
	By:	 	 /s/ Michael A. DeSimone

	Name:	 	Michael A. DeSimone
		 	(Print)
	Title:	 	CEO

 “HOLDER” 
  

			
	SILICON VALLEY BANK
		
	By:	 	 /s/ A. Bonnie Ryan

	Name:	 	A. Bonnie Ryan
		 	(Print)
	Title:	 	Vice President


  
 11 









 APPENDIX 1 
 NOTICE OF EXERCISE 
 1. Holder elects to purchase
                 shares of the Common/Series          Preferred [strike one] Stock of
                     pursuant to the terms of the attached Warrant, and tenders payment of the purchase price of the shares in full. 

[or] 
 1.
Holder elects to convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is exercised for
                     of the Shares covered by the Warrant. 
 [Strike paragraph that does not apply.] 
 2. Please issue a certificate or
certificates representing the Shares in the name specified below: 
  

	
	  

	 Holders Name

	
	  

	
	  

	 (Address)


 3. By its execution below and for the benefit of the Company, Holder hereby restates each of the
representations and warranties in Article 4 of the Warrant as of the date hereof. 
  

			
	HOLDER:
	
	  

		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  

		
	(Date):	 	  




  
 12 









 SCHEDULE 1 
 Company Summary Capitalization Table 
 See attached 

  
 13 









 FiftyOne, INC. - FULLY DILUTED CAPITALIZATION TABLE - SEPTEMBER 30, 2010 

 

																																	
	 Shareholders
	 	Ordinary	 	 	Series A	 	 	Preferred A
on as
converted
basis	 	 	Preferred B	 	 	Preferred C	 	 	Investment	 	 	Preferred D	 	 	Total
Preferred
(A+B+C+D)
on as
converted
basis	 
	 Pitango Venture Capital Fund III (USA) LP
	 	 	373,943	  	 	 	585,623	  	 	 	2,000,585	  	 	 	788,748	  	 	 	2,423,759	  	 	 	1,422,275	  	 	 	2,509,479	  	 	 	7,722,571	  
	 Pitango Venture Capital Fund III (USA) Non-Q LP
	 	 	34,568	  	 	 	54,136	  	 	 	184,938	  	 	 	72,914	  	 	 	224,057	  	 	 	131,483	  	 	 	231,990	  	 	 	713,899	  
	 Pitango Venture Capital Fund III (Israeli Investors) LP
	 	 	101,936	  	 	 	159,640	  	 	 	545,357	  	 	 	215,011	  	 	 	660,703	  	 	 	384,582	  	 	 	678,561	  	 	 	2,099,632	  
	 Pitango JP Morgan Fund III (USA) LP
	 				 	 	171,017	  	 	 	584,222	  	 				 				 				 				 	 	584,222	  
	 Pitango Venture Capital Fund III Trusts 2000 Ltd.
	 	 	26,369	  	 	 	41,294	  	 	 	141,067	  	 	 	55,618	  	 	 	170,902	  	 	 	100,128	  	 	 	176,667	  	 	 	544,254	  
	 Pitango Principals Fund III (USA) LP
	 	 	13,184	  	 	 	20,647	  	 	 	70,534	  	 	 	27,806	  	 	 	85,453	  	 	 	50,064	  	 	 	88,334	  	 	 	272,129	  
	 Pitango Parallel Investor Fund III (USA) LP
	 				 				 				 				 				 	 	148,484	  	 	 	261,987	  	 	 	261,987	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Delta Fund I, LP
	 	 	444,988	  	 	 	218,802	  	 	 	750,880	  	 	 	938,600	  	 	 	1,756,917	  	 				 				 	 	3,446,397	  
	 Poalim Delta Fund LP
	 	 	26,960	  	 	 	13,317	  	 	 	45,493	  	 	 	56,867	  	 	 	106,448	  	 				 				 	 	208,808	  
	 Delta Fund I (Israel) LP
	 	 	24,130	  	 	 	11,919	  	 	 	40,717	  	 	 	50,897	  	 	 	95,269	  	 				 				 	 	186,883	  
	 Gmulot Delta Fund, LP
	 	 	53,922	  	 	 	26,635	  	 	 	90,990	  	 	 	113,735	  	 	 	212,893	  	 				 				 	 	417,618	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Adams Street V, LP
	 				 				 				 				 	 	2,088,179	  	 	 	1,118,508	  	 	 	1,973,509	  	 	 	4,061,688	  
	 BVCF IV, LP
	 				 				 				 				 	 	2,088,179	  	 	 	1,118,508	  	 	 	1,973,509	  	 	 	4,061,688	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Venture Strategy Partners II, LP
	 				 				 				 				 	 	2,170,546	  	 				 				 	 	2,170,546	  
	 Venture Strategy Partners Afiliate fund, LP
	 				 				 				 				 	 	149,653	  	 				 				 	 	149,653	  
	 Howard L Crisp (Venture Strategy Group)
	 				 				 				 				 	 	92,808	  	 				 				 	 	92,808	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 JPMorgan Partners (CCP Overseas Equity Partners)
	 				 	 	190,171	  	 	 	649,656	  	 				 				 				 				 	 	649,656	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Dan Ciporin
	 				 				 				 				 				 	 	125,000	  	 	 	220,552	  	 	 	220,552	  
	 Deepak Kamra
	 				 				 				 				 				 	 	25,000	  	 	 	44,110	  	 	 	44,110	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 ON line Ventures (Steve Getsy)
	 				 				 				 				 	 	232,020	  	 	 	61,944	  	 	 	109,295	  	 	 	341,315	  
	 Think Equity Investment Partners II LLC (Deborah Quazzo)
	 				 				 				 				 	 	232,020	  	 				 				 	 	232,020	  
	 Benjamin C Sparow (Spectum Equity Investors)
	 				 				 				 				 	 	27,842	  	 	 	2,478	  	 	 	4,372	  	 	 	32,214	  
	 Victor E. Parker (Spectum Equity Investors)
	 				 				 				 				 	 	46,404	  	 				 				 	 	46,404	  
	 Shawn J Colo (Spectum Equity Investors)
	 				 				 				 				 	 	13,921	  	 				 				 	 	13,921	  
	 David M Armstrong (Spectum Equity Investors)
	 				 				 				 				 	 	4,640	  	 				 				 	 	4,640	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Oxygen Associates LLC
	 	 	41,000	  	 				 				 				 				 				 				 			
	 Schwartz Family Investments (1999) Ltd.
	 	 	77,500	  	 				 				 				 				 	 	20,000	  	 	 	35,288	  	 	 	35,288	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Viborg Anstalt Vaduz
	 				 	 	27,167	  	 	 	92,807	  	 				 				 				 				 	 	92,807	  
	 Three Team (E.W ) Ltd
	 				 	 	129,167	  	 	 	371,232	  	 				 				 				 				 	 	371,232	  
	 Yogi Consulting and Investments Ltd.
	 				 	 	27,167	  	 	 	92,807	  	 				 				 	 	10,000	  	 	 	17,644	  	 	 	110,451	  
	 SRG Holdings Ltd.
	 				 	 	124,667	  	 	 	315,547	  	 				 	 	278,424	  	 				 				 	 	593,971	  
	 GLE Trust Assets Ltd*
	 				 	 	54,400	  	 	 	148,493	  	 				 	 	46,404	  	 	 	20,000	  	 	 	35,288	  	 	 	230,185	  
	 Collace Services Ltd.
	 				 	 	34,000	  	 	 	92,808	  	 				 				 				 				 	 	92,808	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Caymen Partners I, LLC (Jay Pomrenze)
	 				 	 	27,167	  	 	 	92,807	  	 	 	92,808	  	 	 	237,588	  	 	 	87,682	  	 	 	154,672	  	 	 	577,875	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Shrem, Fudim, Kelner Founders Group II LP
	 				 	 	27,168	  	 	 	92,810	  	 				 				 				 				 	 	92,810	  
	 Shrem, Fudim, Kelner & Co Ltd.
	 				 	 	27,167	  	 	 	92,807	  	 				 				 				 				 	 	92,807	  
	 Arko Technological Holdings LP
	 				 	 	27,167	  	 	 	92,807	  	 				 				 	 	123,885	  	 	 	218,584	  	 	 	311,391	  
	 Canada Israel Opportunity Fund III LP
	 				 	 	27,167	  	 	 	92,807	  	 				 	 	46,404	  	 				 				 	 	139,211	  
	 SFK WING 2000 - Finance Ltd.
	 				 				 				 				 	 	46,404	  	 				 				 	 	46,404	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Paymentech Performance Warrants (Common Stock)
	 				 				 				 				 				 				 				 			
	 Glenbrook Partners, LLC (Common Stock) *****
	 				 				 				 				 	 	23,202	  	 				 				 	 	23,202	  
	 Plenus (Preferred C) - under III round price
	 				 				 				 				 				 				 				 			
	 Tmura Warrants - to be granted upon closing of III round (Common)
	 				 				 				 				 				 				 				 			
	 Silicon Valley Bank Warrants - granted upon closing loan (Common)
	 				 				 				 				 				 				 				 			
	 Joe Smith
	 	 	20,000	  	 				 				 				 				 				 				 			
	 Yuval Tal
	 	 	310,195	  	 				 				 				 				 	 	50,000	  	 	 	88,221	  	 	 	88,221	  
	 ESOP - Allocated (not including Caymen&OLV stated above)
	 				 				 				 				 				 				 				 			
	 ESOP - Unallocated
	 				 				 				 				 				 				 				 			
	 ESOP Trust Company
	 	 	10,000	  	 				 				 				 				 				 				 			
	 Total
	 	 	1,558,695	  	 	 	2,026,605	  	 	 	6,682,171	  	 	 	2,413,006	  	 	 	13,561,039	  	 	 	5,000,000	  	 	 	8,822,062	  	 	 	31,478,278	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
									
	 By Group
	 				 				 				 				 				 				 				 			
									
	 Pitango’s Group (not including SFK)
	 	 	550,000	  	 	 	1,032,357	  	 	 	3,526,703	  	 	 	1,160,099	  	 	 	3,564,874	  	 				 	 	3,947,018	  	 	 	12,198,694	  
	 Delta’s Group
	 	 	550,000	  	 	 	271,673	  	 	 	928,080	  	 	 	1,160,099	  	 	 	2,171,527	  	 				 	 	0	  	 	 	4,259,706	  
	 Adams Street Partners Group
	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	4,176,358	  	 				 	 	3,947,018	  	 	 	8,123,376	  
	 Venture Strategy Group
	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	2,413,007	  	 				 	 	0	  	 	 	2,413,007	  
	 JPMorgan Partners (CCP Overseas Equity Partners)
	 	 	0	  	 	 	190,171	  	 	 	649,656	  	 	 	0	  	 	 	0	  	 				 	 	0	  	 	 	649,656	  
	 Other investors
	 	 	458,695	  	 	 	532,404	  	 	 	1,577,732	  	 	 	92,808	  	 	 	1,235,273	  	 				 	 	928,026	  	 	 	3,833,839	  
	 ESOP - Allocated (not including Founders stated above)
	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 				 	 	0	  	 	 	0	  
	 ESOP - Unallocated
	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 				 	 	0	  	 	 	0	  
	 Total
	 	 	1,558,695	  	 	 	2,026,605	  	 	 	6,682,171	  	 	 	2,413,006	  	 	 	13,561,039	  	 				 	 	8,822,062	  	 	 	31,478,278	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
									
		 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 				 	 	0	  	 	 	0	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 

  

																																	
	 Shareholders
	 	Total shares
not diluted	 	 	Options	 	 	Warrants	 	 	Adjusted
Warrants	 	 	Total
Options &
Warrants on
as converted
basis	 	 	Total Shares
Fully diluted
on as
converted
basis	 	 	% Not
Diluted on
as
converted
basis	 	 	% Fully
Diluted
on as
converted
basis	 
	 Pitango Venture Capital Fund III (USA) LP
	 	 	8,096,514	  	 				 				 				 	 	0	  	 	 	8,096,514	  	 	 	24.51	% 	 	 	18.32	% 
	 Pitango Venture Capital Fund III (USA) Non-Q LP
	 	 	748,467	  	 				 				 				 	 	0	  	 	 	748,467	  	 	 	2.27	% 	 	 	1.69	% 
	 Pitango Venture Capital Fund III (Israeli Investors) LP
	 	 	2,201,568	  	 				 				 				 	 	0	  	 	 	2,201,568	  	 	 	6.66	% 	 	 	4.98	% 
	 Pitango JP Morgan Fund III (USA) LP
	 	 	584,222	  	 				 				 				 	 	0	  	 	 	584,222	  	 	 	1.77	% 	 	 	1.32	% 
	 Pitango Venture Capital Fund III Trusts 2000 Ltd.
	 	 	570,623	  	 				 				 				 	 	0	  	 	 	570,623	  	 	 	1.73	% 	 	 	1.29	% 
	 Pitango Principals Fund III (USA) LP
	 	 	285,313	  	 				 				 				 	 	0	  	 	 	285,313	  	 	 	0.86	% 	 	 	0.64	% 
	 Pitango Parallel Investor Fund III (USA) LP
	 	 	261,967	  	 				 				 				 	 	0	  	 	 	261,987	  	 	 	0.79	% 	 	 	0.59	% 
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Delta Fund I, LP
	 	 	3,891,385	  	 				 				 				 	 	0	  	 	 	3,891,385	  	 	 	11.78	% 	 	 	8.79	% 
	 Poalim Delta Fund LP
	 	 	235,768	  	 				 				 				 	 	0	  	 	 	235,768	  	 	 	0.71	% 	 	 	0.53	% 
	 Delta Fund I (Israel) LP
	 	 	211,013	  	 				 				 				 	 	0	  	 	 	211,013	  	 	 	0.64	% 	 	 	0.48	% 
	 Gmulot Delta Fund, LP
	 	 	471,540	  	 				 				 				 	 	0	  	 	 	471,540	  	 	 	1.43	% 	 	 	1.07	% 
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Adams Street V, LP
	 	 	4,061,688	  	 				 				 				 	 	0	  	 	 	4,061,688	  	 	 	12.29	% 	 	 	9.19	% 
	 BVCF IV, LP
	 	 	4,061,688	  	 				 				 				 	 	0	  	 	 	4,061,688	  	 	 	12.29	% 	 	 	9.19	% 
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Venture Strategy Partners II, LP
	 	 	2,170,546	  	 				 				 				 	 	0	  	 	 	2,170,546	  	 	 	6.57	% 	 	 	4.90	% 
	 Venture Strategy Partners Afiliate fund, LP
	 	 	149,653	  	 				 				 				 	 	0	  	 	 	149,653	  	 	 	0.45	% 	 	 	0.34	% 
	 Howard L Crisp (Venture Strategy Group)
	 	 	92,808	  	 				 				 				 	 	0	  	 	 	92,808	  	 	 	0.28	% 	 	 	0.21	% 
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 JPMorgan Partners (CCP Overseas Equity Partners)
	 	 	649,656	  	 				 	 	81,502	  	 	 	278,424	  	 	 	278,424	  	 	 	928,080	  	 	 	1.97	% 	 	 	2.10	% 
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Dan Ciporin
	 	 	220,552	  	 				 				 				 	 	0	  	 	 	220,552	  	 	 	0.67	% 	 	 	0.50	% 
	 Deepak Kamra
	 	 	44,110	  	 				 				 				 	 	0	  	 	 	44,110	  	 	 	0.13	% 	 	 	0.10	% 
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 ON line Ventures (Steve Getsy)
	 	 	341,315	  	 	 	307,516	  	 				 				 	 	307,516	  	 	 	648,831	  	 	 	1.03	% 	 	 	1.47	% 
	 Think Equity Investment Partners II LLC (Deborah Quazzo)
	 	 	232,020	  	 				 				 				 	 	0	  	 	 	232,020	  	 	 	0.70	% 	 	 	0.52	% 
	 Benjamin C Sparow (Spectum Equity Investors)
	 	 	32,214	  	 				 				 				 	 	0	  	 	 	32,214	  	 	 	0.10	% 	 	 	0.07	% 
	 Victor E. Parker (Spectum Equity Investors)
	 	 	46,404	  	 				 				 				 	 	0	  	 	 	46,404	  	 	 	0.14	% 	 	 	0.10	% 
	 Shawn J Colo (Spectum Equity Investors)
	 	 	13,921	  	 				 				 				 	 	0	  	 	 	13,921	  	 	 	0.04	% 	 	 	0.03	% 
	 David M Armstrong (Spectum Equity Investors)
	 	 	4,640	  	 				 				 				 	 	0	  	 	 	4,640	  	 	 	0.01	% 	 	 	0.01	% 
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Oxygen Associates LLC
	 	 	41,000	  	 				 				 				 	 	0	  	 	 	41,000	  	 	 	0.12	% 	 	 	0.09	% 
	 Schwartz Family Investments (1999) Ltd.
	 	 	112,788	  	 				 				 				 	 	0	  	 	 	112,788	  	 	 	0.34	% 	 	 	0.25	% 
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Viborg Anstalt Vaduz
	 	 	92,807	  	 				 				 				 	 	0	  	 	 	92,807	  	 	 	0.28	% 	 	 	0.21	% 
	 Three Team (E.W ) Ltd
	 	 	371,232	  	 				 				 				 	 	0	  	 	 	371,232	  	 	 	1.12	% 	 	 	0.84	% 
	 Yogi Consulting and Investments Ltd.
	 	 	110,451	  	 				 				 				 	 	0	  	 	 	110,451	  	 	 	0.33	% 	 	 	0.25	% 
	 SRG Holdings Ltd.
	 	 	593,871	  	 				 				 				 	 	0	  	 	 	593,971	  	 	 	1.80	% 	 	 	1.34	% 
	 GLE Trust Assets Ltd*
	 	 	230,185	  	 				 				 				 	 	0	  	 	 	230,185	  	 	 	0.70	% 	 	 	0.52	% 
	 Collace Services Ltd.
	 	 	92,808	  	 				 				 				 	 	0	  	 	 	92,808	  	 	 	0.28	% 	 	 	0.21	% 
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Caymen Partners I, LLC (Jay Pomrenze)
	 	 	577,875	  	 	 	507,129	  	 				 				 	 	507,129	  	 	 	1,085,004	  	 	 	1.75	% 	 	 	2.45	% 
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Shrem, Fudim, Kelner Founders Group II LP
	 	 	92,810	  	 				 				 				 	 	0	  	 	 	92,810	  	 	 	0.28	% 	 	 	0.21	% 
	 Shrem, Fudim, Kelner & Co Ltd.
	 	 	92,807	  	 				 				 				 	 	0	  	 	 	92,807	  	 	 	0.28	% 	 	 	0.21	% 
	 Arko Technological Holdings LP
	 	 	311,391	  	 				 				 				 	 	0	  	 	 	311,391	  	 	 	0.94	% 	 	 	0.70	% 
	 Canada Israel Opportunity Fund III LP
	 	 	139,211	  	 				 				 				 	 	0	  	 	 	139,211	  	 	 	0.42	% 	 	 	0.31	% 
	 SFK WING 2000 - Finance Ltd.
	 	 	46,404	  	 				 				 				 				 	 	46,404	  	 	 	0.14	% 	 	 	0.10	% 
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Paymentech Performance Warrants (Common Stock)
	 				 				 	 	130,404	  	 	 	130,404	  	 	 	130,404	  	 	 	130,404	  	 	 	0.00	% 	 	 	0.29	% 
	 Glenbrook Partners, LLC (Common Stock) *****
	 	 	23,202	  	 				 	 	0	  	 	 	0	  	 	 	0	  	 	 	23,202	  	 	 	0.07	% 	 	 	0.05	% 
		 				 				 				 	  
	  
	 	 				 				 				 			
	 Plenus (Preferred C) - under III round price
	 				 				 	 	324,828	  	 	 	575,283	  	 	 	575,283	  	 	 	575,283	  	 				 	 	1.30	% 
		 				 				 				 	  
	  
	 	 				 				 				 			
	 Tmura Warrants - to be granted upon closing of III round (Common)
	 				 				 	 	53,568	  	 	 	53,568	  	 	 	53,568	  	 	 	53,568	  	 				 	 	0.12	% 
	 Silicon Valley Bank Warrants - granted upon closing loan (Common)
	 				 				 	 	139,212	  	 	 	139,212	  	 	 	139,212	  	 	 	139,212	  	 				 	 	0.31	% 
	 Joe Smith
	 	 	20,000	  	 				 				 				 	 	0	  	 	 	20,000	  	 	 	0.06	% 	 	 	0.05	% 
	 Yuval Tal
	 	 	398,416	  	 				 				 				 	 	0	  	 	 	398,416	  	 	 	1.21	% 	 	 	0.90	% 
	 ESOP - Allocated (not including Caymen&OLV stated above)
	 				 	 	6,862,659	  	 				 				 	 	6,862,659	  	 	 	6,862,659	  	 				 	 	15.51	% 
	 ESOP - Unallocated
	 				 	 	2,361,335	  	 				 				 	 	2,361,335	  	 	 	2,361,335	  	 				 	 	5.34	% 
	 ESOP Trust Company
	 	 	10,000	  	 				 				 				 				 	 	10,000	  	 	 	0.03	% 	 	 	0.02	% 
	 Total
	 	 	33,036,973	  	 	 	10,036,639	  	 	 	729,514	  	 	 	1,176,891	  	 	 	11,215,530	  	 	 	44,252,503	  	 	 	100.00	% 	 	 	100.01	% 
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
									
		 				 	 	Common W	  	 	 	183,972	  	 	 	183,972	  	 				 				 				 			
		 				 				 	  
	  
	 	 	  
	  
	 	 				 				 				 			
		 				 	 	A Warrants	  	 	 	81,502	  	 	 	278,424	  	 				 				 				 			
		 				 				 	  
	  
	 	 	  
	  
	 	 				 				 				 			
		 				 	 	B Warrants	  	 				 				 				 				 				 			
		 				 				 	  
	  
	 	 	  
	  
	 	 				 				 				 			
		 				 	 	C Warrants	  	 	 	464,040	  	 	 	714,495	  	 				 				 				 			
		 				 				 	  
	  
	 	 	  
	  
	 	 				 				 				 			
		 				 	 	Total	  	 	 	729,514	  	 	 	1,176,891	  	 				 				 				 			
									
	 By Group
	 				 				 				 				 				 				 				 			
									
	 Pitango’s Group (not including SFK)
	 	 	12,748,694	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	12,748,694	  	 	 	38.59	% 	 	 	28.83	% 
	 Delta’s Group
	 	 	4,809,706	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	4,809,706	  	 	 	14.56	% 	 	 	10.87	% 
	 Adams Street Partners Group
	 	 	8,123,376	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	8,123,376	  	 	 	24.59	% 	 	 	18.38	% 
	 Venture Strategy Group
	 	 	2,413,007	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	2,413,007	  	 	 	7.30	% 	 	 	5.45	% 
	 JPMorgan Partners (CCP Overseas Equity Partners)
	 	 	649,656	  	 	 	0	  	 	 	81,502	  	 	 	278,424	  	 	 	278,424	  	 	 	928,080	  	 	 	1.97	% 	 	 	2.10	% 
	 Other investors
	 	 	4,292,534	  	 	 	814,645	  	 	 	648,012	  	 	 	898,467	  	 	 	1,713,112	  	 	 	6,005,646	  	 	 	12.99	% 	 	 	13.53	% 
	 ESOP - Allocated (not including Founders stated above)
	 	 	0	  	 	 	6,862,659	  	 	 	0	  	 	 	0	  	 	 	6,862,659	  	 	 	6,862,659	  	 				 	 	15.51	% 
	 ESOP - Unallocated
	 	 	0	  	 	 	2,361,335	  	 	 	0	  	 	 	0	  	 	 	2,361,335	  	 	 	2,361,335	  	 				 	 	5.34	% 
	 Total
	 	 	33,036,973	  	 	 	10,038,639	  	 	 	729,514	  	 	 	1,176,891	  	 	 	11,215,530	  	 	 	44,252,503	  	 	 	100.00	% 	 	 	100.01	% 
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
									
		 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
									
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	Authorized	 	 	 	 	 	 	 	 	 	 
		 				 				 	 	Preferred A	  	 	 	2,026,605	  	 	 	2,108,107	  	 				 				 			
		 				 				 	 	Preferred B	  	 	 	2,413,006	  	 	 	2,654,307	  	 				 				 			
		 				 				 	 	Preferred C	  	 	 	13,561,039	  	 	 	14,400,000	  	 				 				 			
		 				 				 	 	Preferred D	  	 	 	8,822,062	  	 	 	9,500,000	  	 				 				 			
		 				 				 				 	  
	  
	 	 	  
	  
	 	 				 				 			
		 				 				 				 	 	26,822,712	  	 	 	28,662,414	  	 				 				 			
									
		 				 				 	 	Options	  	 	 	10,038,639	  	 				 				 				 			
		 				 				 	 	Common W	  	 	 	183,972	  	 				 				 				 			
		 				 				 				 	  
	  
	 	 				 				 				 			
		 				 				 				 	 	10,222,611	  	 				 				 				 			
									
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Issued	 	 	 	 	 	 	 
		 				 				 	 	Common	  	 	 	1,558,695	  	 				 	 	1,558,695	  	 				 			
		 				 				 	 	Options	  	 	 	10,038,639	  	 				 				 				 			
		 				 				 	 	Adjusted W	  	 	 	1,176,891	  	 				 				 				 			
		 				 				 	 	Adjusted A	  	 	 	6,682,171	  	 				 	 	2,026,605	  	 				 			
		 				 				 	 	Preferred B	  	 	 	2,413,006	  	 				 	 	2,413,006	  	 				 			
		 				 				 	 	Preferred C	  	 	 	13,561,039	  	 				 	 	13,561,039	  	 	 
 	Issued
Preferred	  
  	 			
		 				 				 	 	Preferred D	  	 	 	8,822,062	  	 				 	 	8,822,062	  	 				 			
		 				 				 				 				 				 	  
	  
	 	 				 			
		 				 				 				 	 	44,252,503	  	 	 	46,500,000	  	 	 	28,381,407	  	 	 	26,822,712	  	 			
		 				 				 				 				 				 	  
	  
	 	 				 			
									
		 				 				 	 	Total	  	 	 	71,075,215	  	 	 	75,162,414	  	 				 				 			
		 				 				 				 	  
	  
	 	 	  
	  
	 	 				 				 			


  
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