Common use of Capitalization Clause in Contracts

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26, 2016, (i) 28,746,664 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $.001 per share (the "Company Preferred Stock"). At the close As of business on July 26May 16, 20162000, (i) 28,746,664 25,937,281 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and or outstanding; (iii) 4,826,402 no shares of Company Shares Common Stock were held by in the Company in its treasurytreasury of the Company; (iv) an aggregate of 4,390,772 no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance pursuant upon exercise of the warrant to outstanding awards and rights under purchase the Company Common Stock Plans and (v) under the Company Stock Plansdated October 28, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock1998 held by Intel Corporation. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All None of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when are subject to, nor were they issued in accordance with violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the terms thereof)Company or to which the Company is or was a party, duly authorized nor does the Company have knowledge of any such right. Except as set forth above and validly issued and are fully paid and nonassessable and are free of preemptive rights. in Section 4.2(a2.3(a) of the Company Disclosure Letter contains a true, correct and complete listSchedule, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of no shares of Company Common Stock subject to such Company Stock Awardvoting or non-voting capital stock, the date of grantother equity interests, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) other voting securities of the Company convertible into were issued, reserved for issuance or exchangeable for outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to issue, any capital stock, voting securities or other ownership interests in kind of preemptive (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests insimilar) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securitiesrights. There are no bonds, debentures, notes or other indebtedness having of the Company with voting rights (or convertible into into, or exchangeable for, securities having such with voting rights) with respect to the Company or on any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to matters on which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock stockholders of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsmay vote.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 800,000,000 shares of Company Common Stock and 10,000,000 200,000,000 shares of Company preferred stock, no par value (the “Preferred Stock”). At the close As of business on July 26June 30, 20162005, (ia) 28,746,664 164,743,371 shares of Company Common Stock were are issued and outstanding; , all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (iib) no 1,000,000 shares of Company Preferred Common Stock were issued and outstanding; are held in the treasury of the Company, (iiic) 4,826,402 8,729,809 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance Options are outstanding pursuant to outstanding awards and rights under the Company Stock Plans and (v) under Option Plan, each such option entitling the Company Stock Plans, there were outstanding Company Options holder thereof to purchase 2,576,792 shares one share of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all 8,729,809 shares of Company Common Stock that may be issued are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Preferred Stock are issued and outstanding, (e) there are 160,000 warrants issued and outstanding Company Stock Awards or vesting to purchase an aggregate of 2,074,241 shares of Company RSU Awards will be Common Stock (when the “IWO Warrants”), (f) there are 11 warrants issued in accordance and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the terms thereofIWO Warrants, the “Company Warrants”), duly authorized and validly (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are fully paid and nonassessable and are free outstanding, each such option entitling the holder hereof to purchase one share of preemptive rightsCompany Common Stock. Section 4.2(a) 3.2 of the Company Disclosure Letter contains sets forth a true, correct true and complete list, as of the date hereofJune 30, 2005, of all the outstanding Company Stock AwardsOptions, indicating as applicableAssumed Options and Company Warrants, with respect the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock have been issued other than pursuant to each the exercise of Company Stock Award then outstandingOptions, Assumed Options or Company Warrants and (ii) no Company Options, Assumed Options or Company Warrants have been issued. Except as set forth above, there are no options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, the type of Company Stock Award granted, the number of or any Subsidiary. All shares of Company Common Stock subject to such Company Stock Awardissuance as aforesaid, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are upon issuance on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests terms and conditions specified in the Companyinstruments pursuant to which they are issuable, (B) optionswill be duly authorized, warrantsvalidly issued, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) fully paid and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stocknonassessable. There are on the date hereof no outstanding contractual obligations of the Company or any of its Subsidiaries Subsidiary to purchaserepurchase, redeem or otherwise acquire any shares of Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company Common Stock or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company any Subsidiary or (ii) outstanding contractual obligations to provide funds to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loanloan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital contribution stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or otherwise) entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries in exchange for ownership of Common Stock having the right to vote on any matter on which shareholders may vote are issued or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsoutstanding.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 10,000,000 shares of Company Common Stock and 10,000,000 1,000,000 shares of preferred stock, par value $1.00 per share, of the Company (the "Preferred Stock"). At As of the close date of business on July 26, 2016this Agreement, (i) 28,746,664 6,956,838 shares of Company Common Stock were issued and outstanding; , (ii) 791,500, 650,000, 190,000 and 900,000 shares of Common Stock have been authorized and reserved for issuance pursuant to the 1979 Plan, the 1982 Plan, the 1984 Plan and the 1992 Plan, respectively, subject to adjustment on the terms set forth in the applicable Stock Option Plans, (iii) 200,588, 69,546 and 437,851 Options were outstanding under the 1979 Plan, the 1984 Plan and the 1992 Plan, respectively, (iv) no Options were outstanding under the 1982 Plan, (v) no shares of Company Preferred Stock were issued and outstanding; , (iiivi) 4,826,402 Company Shares 108,262 shares of Common Stock and no shares of Preferred Stock were held by in the treasury of the Company in its treasury; and (ivvii) an aggregate of 4,390,772 100,000 shares of Preferred Stock had been designated as Series A Junior Participating Cumulative Preferred Stock, par value $1.00 per share. As of the date of this Agreement, the Company had no shares of Common Stock were reserved for issuance pursuant to outstanding awards and rights under other than as described above. Section 5.3 of the Company Stock Plans and (v) under Disclosure Schedule sets forth a description of the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, the Preferred Stock and the Series A Junior Participating Cumulative Preferred Stock. All such issued and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All stock of the outstanding Company Shares have beenare duly authorized, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof)validly issued, duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights. The parties acknowledge and agree that 75,000 shares of Preferred Stock will be designated by the Company as the Series B Stock prior to the Closing Date and up to such amount will be issued to the Rollover Stockholders (as hereinafter defined) prior to the Closing Date in accordance with Section 4.2(a7.14 hereof. The Series B Stock, when issued, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. The Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company Disclosure Letter contains a trueon any matter. Except as set forth above and for the Options (all of which have been issued under the Stock Option Plans), correct and complete list, there are not as of the date hereofof this Agreement issued, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then reserved for issuance or outstanding, the type of Company Stock Award granted, the number of (i) any shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise capital stock or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) other voting securities of the Company Company, (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities or ownership interests in of the Company, or (Biii) options, any warrants, calls, pre-emptive rights, subscriptions, rights options or other agreements or commitments requiring the Company rights to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by acquire from the Company or any Company Subsidiary, and no obligation of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued to issue, any capital stock or voting securities of the Company. Section 5.3 of the Company Disclosure Schedule sets forth a full list of Options, including the name of the person to whom such Options have been granted, the number of shares subject to each Option, the per share exercise price for each Option and outstandingthe vesting schedule for each Option. There Except as set forth in Section 2.2 hereof and Section 5.3 of the Company Disclosure Schedule and as provided in the Stock Option Plans, the vesting schedule of all Options shall not be changed or affected by the execution of this Agreement or consummation of the Transactions. Other than the Voting Agreement and other than awards made pursuant to any of the Stock Option Plans, there are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries Company Subsidiary is a party with respect to the voting of any shares of capital stock of the Company or which restrict the transfer of any such shares, nor does the Company have knowledge of any third party agreements or understandings with respect to the voting of any such shares or which restrict the transfer of any such shares. Other than (i) as set forth above, (ii) awards made pursuant to any of the Stock Option Plans, and (iii) as expressly contemplated by this Agreement and the Transactions, there are no outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of its Subsidiaries in exchange for ownership of Common Stock capital stock, partnership interests or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered or any Company Subsidiary. Except as set forth in Section 5.3 of the Company Disclosure Schedule and issued in compliance in all material respects with all applicable as expressly contemplated by this Agreement and the Transactions, neither the Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any agreement to register the offer and sale or resale of any of their securities laws, including under the Securities Act and “blue sky” lawsAct.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 500,000,000 shares of Company Common Stock and 10,000,000 25,000,000 shares of preferred stock, par value $1.00 per share ("Company Preferred Stock"). At the close As of business on July 26January 29, 20161999, (i) 28,746,664 120,771,293 shares of Company Common Stock were issued and outstanding; , all of which were duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights, (ii) no 19,346,205 shares of Company Preferred Common Stock were issued held in the treasury of the Company and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 7,626,428 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plansas defined in Section 3.10). Since January 29, there were outstanding Company Options 1999, no options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be have been granted and no shares of Company Common Stock have been issued except for shares issued pursuant to the exercise of outstanding Company Stock Awards or vesting Options outstanding as of January 29, 1999. No shares of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly Preferred Stock are issued and are fully paid and nonassessable and are free of preemptive rightsoutstanding. Section 4.2(aExcept (i) as set forth above, (ii) as a result of the exercise of Company Disclosure Letter contains a true, correct and complete list, Stock Options outstanding as of the date hereofJanuary 29, of all Company Stock Awards1999, indicating as applicable, (iii) with respect to each no more than 50,000 options granted to Company Stock Award then outstandingemployees since January 29, 1999 and prior to the type of Company Stock Award granted, Effective Time consistent with past practice and (iv) Rights issued pursuant to the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock AwardsRights Plan, there are on the date hereof no outstanding (Aa) no shares of capital stock or other voting securities of the Company, (b) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in of the Company, (Bc) options, warrants, calls, pre-emptive rights, subscriptions, rights no options or other agreements or commitments requiring rights to acquire from the Company, and no obligation of the Company to issue, deliver or other obligations of the Company sell or cause to issuebe issued, delivered or sold, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grantand (d) no equity equivalents, extend interests in the ownership or enter into any subscription, warrant, right, convertible or exchangeable security earnings of the Company or other similar agreement or commitment relating to any capital stockrights (collectively, voting securities or other ownership interests in "Company Securities"). Other than the Company (the items in clauses (A)Plans, (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There there are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company SecuritiesSecurities or outstanding material obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any capital stock of any subsidiary. There are no bondsother options, debenturescalls, notes warrants or other indebtedness having voting similar rights (other than Rights issued pursuant to the Rights Plan), agreements, arrangements or convertible into securities having such rights) with respect commitments relating to the issued or unissued capital stock of the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings of its subsidiaries to which the Company or any of its Subsidiaries subsidiaries is a party with respect party. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the voting terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable and free of capital stock preemptive (or similar) rights and registration rights. There are no outstanding contractual obligations of the Company or (ii) outstanding contractual obligations any of its subsidiaries to provide funds in any material amount to or make any material investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock such subsidiary or any other equity interest entity. rights, charges or other encumbrances of any nature whatsoever, except for such failures to own such shares free and clear as would not, individually or in the aggregate, have a Material Adverse Effect. The Company or such Subsidiary. All outstanding securities has delivered to Parent prior to the date hereof a chart of the subsidiaries of the Company have been offered which evidences, among other things, the percentage of capital stock or other equity interests owned by the Company, directly or indirectly, in such subsidiaries as of the date hereof. No entity in which the Company owns less than a 50% interest and issued which is not disclosed in compliance in all material respects such chart, is, individually or when taken together with all applicable securities lawssuch other entities, including material to the Securities Act business of the Company and “blue sky” lawsits subsidiaries, taken as a whole.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 100,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of Company Preferred Stock, of which 100,000 shares are designated as Series D Preferred, 25,000 shares are designated as Series E Preferred, and 25,000 shares are designated as Series F Preferred. At As of the close of business on July 26, 2016date hereof, (i) 28,746,664 6,889,767 shares of Company Common Stock were are issued and outstanding; , (ii) no shares of Company Preferred Common Stock were issued and outstanding; are held in the treasury of the Company, (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 293,437 shares of Company Common Stock were are reserved for issuance pursuant to outstanding awards and rights Options granted under the Company Stock Plans Option Plans, (iv) 12,496.71233 shares of Series D Preferred are issued and outstanding, (v) under the Company Stock Plans7,584.815 shares of Series E Preferred are issued and outstanding, there were outstanding Company Options to purchase 2,576,792 (vi) 2,000 shares of Series F Preferred are issued and outstanding, (vii) no shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until Preferred Stock are held in the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All treasury of the outstanding Company Shares have beenCompany, and all (viii) 1,249,671 shares of Company Common Stock that may be are reserved for issuance upon conversion of issued pursuant to the exercise and outstanding shares of outstanding Company Stock Awards or vesting Series D Preferred, (ix) 1,083,545 shares of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly Common Stock are reserved for issuance upon conversion of issued and outstanding shares of Series E Preferred and (x) 1,562,500 shares of Company Common Stock are reserved for issuance upon conversion of issued and outstanding shares of Series F Preferred. As of the date hereof, there are no other shares of Company Capital Stock issued and outstanding or reserved for future issuance. All of the issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid paid, non-assessable and nonassessable and are free of preemptive rights. Section 4.2(aNone of the issued and outstanding shares of Company Capital Stock has been issued in violation of any applicable federal or state Law or any preemptive rights or rights to subscribe for or purchase securities. All shares of Company Capital Stock subject to issuance as aforesaid in clauses (iii) and (viii) through (x), upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights and, assuming such issuance prior to the Effective Time, will not have been issued in violation of the Company Disclosure Letter contains a trueArticles of Incorporation, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect any applicable federal or state Law or any preemptive rights or rights to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise subscribe for or purchase price and expiration thereofsecurities. Except for the Company Stock Awardsas set forth in this Section 3.03 or Section 3.12, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, calls or preemptive rights relating to the issued or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for unissued capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries subsidiaries or obligating the Company or any of its subsidiaries to purchaseissue, transfer, deliver or sell, or cause to be issued, transferred, delivered or sold, any shares of capital stock of, or any securities directly or indirectly convertible into or exercisable or exchangeable for any shares of capital stock of, the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has issued and outstanding any stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. There are no obligations, contingent or otherwise, of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Securities. There are no bonds, debentures, notes Capital Stock or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company any subsidiary or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company, any subsidiary or any other entity, other than guarantees of bank obligations of subsidiaries entered into in the ordinary course of business. Except for the Existing Stockholder Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to any Company Capital Stock to which the Company or, to the knowledge of the Company, any other person is a party or by which the Company or any such other person is bound. All of its Subsidiaries in exchange for ownership the outstanding shares of Common Stock or any other equity interest in capital stock of each of the Company's subsidiaries are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and all such shares are owned of record and beneficially by the Company or such Subsidiary. All outstanding securities another subsidiary free and clear of the Company have been offered any and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsEncumbrances.

Capitalization. (a) The authorized authorized, issued and outstanding capital stock of the Company consists as of 200,000,000 shares of Company Common Stock the date hereof is set forth in the General Disclosure Package and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, 2016if any, (i) 28,746,664 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plansthis Agreement, there were outstanding Company Options pursuant to purchase 2,576,792 shares of Company Common Stockexisting reservations, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stockemployee benefit plans, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of convertible securities or options outstanding on the date hereof or pursuant to any dividend reinvestment plan). All of the issued and outstanding shares of capital stock of the Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), have been duly authorized and validly issued and are fully paid and nonassessable non-assessable and are free of preemptive rights. Section 4.2(a) none of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of outstanding shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company was issued in violation of the preemptive or (ii) other similar rights of any securityholder of the Company. As of the date hereof, except for 6,000,000 shares of the Company’s 8.375% Series B Cumulative Preferred Stock and 1,600,000 shares of the Company’s 7.10% Series C Cumulative Preferred Stock, all of the issued and outstanding contractual obligations to provide funds to or make any investment (in shares of the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities stock of the Company have been offered are owned by Alliant Energy Corporation, a Wisconsin corporation (the “Parent”), free and clear of all liens, encumbrances, equities or claims. Immediately prior to the Closing Time, except for 6,000,000 shares of the Company’s 8.375% Series B Cumulative Preferred Stock and 1,600,000 shares of the Company’s 7.10% Series C Cumulative Preferred Stock, all of the issued in compliance in and outstanding shares of capital stock of the Company will be owned directly by Parent, free and clear of all material respects with all applicable securities lawsliens, including encumbrances, equities or claims. The Parent is a “holding company” as defined under the Securities Public Utility Holding Company Act and of 2005 (the “blue sky2005 Act”). The Company is a “subsidiary company” lawswithin the Alliant Energy Corporation “holding company system,” each as defined under the 2005 Act.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 100,000,000 shares of Company Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share, (“Company Preferred Stock”). At As of the close of business on July 26March 27, 2016, 2015 (ithe “Capitalization Date”): (A) 28,746,664 20,874,966 shares of Company Common Stock were issued and outstanding; (iiB) no shares of Company Preferred Stock were issued and or outstanding; (iiiC) 4,826,402 96,712 shares of Company Shares Common Stock were held by the Company in its treasury; (ivD) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 3,108,274 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all ; (E) 386,570 shares of Company Common Stock that may be issued were subject to issuance pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be RSUs (when issued in accordance with which includes the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the maximum number of shares of Company Common Stock subject deliverable under Company RSUs with vesting based upon performance criteria); (F) 1,004,247 shares of Company Common Stock were reserved for future issuance under the Stock Plans. Such issued and outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to such any Stock Plan or as contemplated or permitted by this Agreement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, or in the case of shares that have not yet been issued, will be, fully paid and nonassessable and free of preemptive rights. The Company has made available to Parent or its counsel accurate and complete copies of the Stock Award, Plans. The Stock Plans are the date of grant, exercise only plans or purchase price and expiration thereof. Except for programs the Company Stock Awardsor any Company Subsidiaries has maintained under which stock options, there restricted shares, restricted share units, performance shares or other compensatory equity or equity-based awards have been granted and remain outstanding or may be granted. There are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other contractual obligations of the Company of any kind to issueredeem, purchase or otherwise acquire any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations outstanding shares of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by . Other than the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There , there are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (Indebtedness or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects having the right to vote (or, other than the outstanding Company Equity Awards, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Neither the Company nor any Company Subsidiary is a party to any voting agreement with all applicable respect to any Company securities laws, including the Securities Act and “blue sky” lawsor securities of any wholly-owned Company Subsidiary.

Capitalization. (ai) The authorized capital stock of the Company consists of 200,000,000 50,000,000 shares of Company Common Stock Stock, $0.01 par value, and 10,000,000 5,000,000 shares of Company preferred stock, $1.00 par value (the "Preferred Stock"). At the close As of business on July 26January 31, 20161999, (i1) 28,746,664 28,670,645 shares of Company Common Stock were issued and outstanding; , (ii2) 3,169,785 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options granted under the Stock Option Plans, (3) 256,286 shares of Company Common Stock were reserved for issuance upon exercise of outstanding warrants, (4) 4,740,740 shares of Company Common Stock were reserved for issuance upon the conversion of the Company's 6 1/4% Convertible Subordinated Debentures Due 2004 (the "Convertible Debentures"), (5) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans , and (v6) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all no shares of Company Common Stock that may be were held in the Company's treasury. All issued pursuant to the exercise of and outstanding Company Stock Awards or vesting shares of Company RSU Awards will be (when issued in accordance with the terms thereof), Common Stock have been duly authorized and validly issued in compliance with all applicable securities laws and are fully paid and nonassessable nonassessable, and none of such shares are free of subject to, nor were they issued in violation of, any preemptive rights. Section 4.2(a) None of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of outstanding shares of Company Common Stock is subject to such Company Stock Award, the date any right of grant, exercise first refusal or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations right of the Company or any of its Subsidiaries Subsidiaries, and, except as set forth in Schedule 3.1(c)(i) delivered to Parent by the Company prior to the execution of this Agreement, there is no contract or arrangement 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. Except as set forth in this Section 3.1(c) or on Schedule 3.1(c)(i) delivered to Parent by the Company prior to the execution of this Agreement and except for purchases pursuant to the Company's Stock Purchase Plan, and except for changes since January 31, 1999 resulting from the exercise of employee or director stock options or warrants, or conversion of Convertible Debentures outstanding on such date, (i) there are no shares of capital stock of the Company authorized, issued or outstanding and (ii) there are not as of the date hereof, and at the Effective Time there will not be, any outstanding options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other commitments, contingent or otherwise, relating to Company Common Stock or any other shares of capital stock of the Company, pursuant to which the Company is or may become obligated to issue, sell, grant or purchase, redeem or otherwise acquire shares of Company Common Stock, any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company shares of its capital stock or any Company Subsidiary issued and outstanding. There are no (i) voting trusts securities convertible into, exchangeable for, or other agreements or understandings evidencing the right to which subscribe for, any shares of the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in Company. Neither the Company or nor any of its Subsidiaries in exchange for ownership of Common Stock predecessors has ever adopted any stockholder rights plan (or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawssimilar plan commonly referred to as a "poison pill").

Capitalization. (a) The authorized capital stock of the Company consists of: (i) 250,000,000 shares of 200,000,000 Company Common Stock, of which 60,376,616 were issued and 49,995,262 outstanding as of October 24, 2017 (the “Measurement Date”), including 113,893 shares of Company Common Stock subject to Company Restricted Stock Awards subject solely to time-based vesting and 396,500 shares of Company Common Stock subject to Company Restricted Stock Awards subject in whole or in part to performance-based vesting at target performance levels; and (ii) 10,000,000 shares of convertible preferred stock, of which 1,535,398 were issued and outstanding as of October 24, 2017. All of the outstanding Company Preferred StockCommon Stock have been duly authorized and validly issued, and are fully paid and nonassessable. At As of the close of business on July 26, 2016, Measurement Date: (iA) 28,746,664 5,638,122 shares of Company Common Stock were issued subject to issuance pursuant to outstanding Company Common Stock Options; and outstanding; (iiB) no 4,688,237 shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Common Stock were reserved for issuance pursuant to upon the conversion of outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Series A Preferred Stock, subject to adjustment on the terms set forth in the Certificate of Designation and outstanding Company RSU Awards with respect to 1,813,980 shares Certificate of Company StockIncorporation. From such date until Except as set forth above, at the date hereofclose of business on the Measurement Date, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its no shares of capital stock. All stock of the outstanding Company Shares were issued, reserved for issuance or outstanding. From the Measurement Date to the date of this Agreement, there have beenbeen no issuances by the Company of shares of capital stock of the Company or options, and all warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of the Company Common Stock other than the issuance of Company Common Stock that may be issued pursuant to upon the exercise of Company Common Stock Options. Prior to the date of this Agreement, the Company has provided to Parent a schedule including each outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicableCompensatory Award and, with respect to each such outstanding Company Stock Award then outstandingCompensatory Award, the type of Company Stock Award grantedeach holder thereof, the number of shares of Company Common Stock subject to each such Company Stock Compensatory Award, the date of grant, vesting schedule and exercise or purchase price and expiration thereof. Except for the Company Stock Awardsbase price, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsapplicable.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 60,000,000 shares of Company Common Stock and 10,000,000 1,000,000 shares of preferred stock, par value $0.01 (the "Company Preferred StockShares"). At the close As of business on July 26September 4, 20162003, (i) 28,746,664 30,280,639 shares of Company Common Stock, including in each case the associated Company Rights (as defined in Section 4.02(b)), no stock appreciation rights (the "SAR's") and no Company Preferred Shares, were issued and outstanding, all of which shares of Company Common Stock were validly issued and outstanding; are fully paid, nonassessable and free of preemptive rights, (ii) no shares of Company Preferred Common Stock were issued and outstanding; held in the treasury of the Company, (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 9,740,008 shares of Company Common Stock were reserved for issuance pursuant to upon exercise of Company Options issued and outstanding, (iv) 1,031,500 Restricted Shares were outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all 249,227 shares of Company Common Stock that may be were reserved for issuance under the Directors' Plan (as defined below). Since July 31, 2003 except after the date hereof as permitted by this Agreement, (i) no shares of Company Common Stock or Company Preferred Shares have been issued, except for shares of Company Common Stock issued pursuant to the exercise of Company Options outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof)on July 31, duly authorized 2003 and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of except for shares of Company Common Stock subject required to such Company Stock Awardbe issued in connection with the Company's Amended and Restated 401(k) Retirement Savings Plan (the "401(k) Plan"), the date of grantCompany's 2000 Employee Stock Purchase Plan (the "ESPP"), exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, 's Nonqualified Defined Contribution Plan (Bthe "DCP") and the Company's 1996 Directors' Plan (the "Directors' Plan") and (ii) no options, warrants, callssecurities convertible into, pre-emptive rightsor exchangeable for, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting issuance of, shares of capital stock of the Company have been issued, granted or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loanmade, capital contribution or otherwise) in except the Company or any of its Subsidiaries Rights in exchange for ownership of Common Stock or any other equity interest in accordance with the Company or such Subsidiary. All outstanding securities terms of the Company have been offered and Rights Agreement that are issued in compliance in all material respects connection with all applicable securities lawsthe Company Common Stock pursuant to the exercise of Company Options outstanding on July 31, including the Securities Act and “blue sky” laws2003.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 230,000,000 Shares and 1,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). As of July 22, 2005, (A) 165,097,838 shares of Company Common Stock (other than treasury shares) were issued and 10,000,000 shares outstanding, all of Company Preferred Stock. At the close which were validly issued and fully paid, nonassessable and free of business on July 26, 2016preemptive rights, (iB) 28,746,664 0 shares of Company Common Stock were issued held in the treasury of the Company or by the Company Subsidiaries, (C) 9,613,401 (not including an additional 17,286,801 conditional options granted under the Company’s 2001 Stock Option Plan) shares of Company Common Stock were issuable (and outstanding; (iisuch number was reserved for issuance) no upon exercise of Company Options outstanding as of such date, and 9,100 shares of Company Preferred Stock were are issued and or outstanding; (iii) 4,826,402 Company Shares were held by . Except for the Company Options set forth in its treasury; section (ivC) an aggregate of 4,390,772 the prior sentence and the Warrants and agreements set forth in Section 3.3 of the Company Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound relating to the issued or unissued capital stock or other Equity Interests of the Company or any Company Subsidiary, or securities convertible into or exchangeable for such capital stock or other Equity Interests, or obligating the Company or any Company Subsidiary to issue or sell any shares of Company Stock were reserved capital stock or other Equity Interests, or securities convertible into or exchangeable for issuance pursuant to outstanding awards and rights under such capital stock of, or other Equity Interests in, the Company Stock Plans and (v) under or any Company Subsidiary. Since March 31, 2005, the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has not issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights securities convertible into or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its exchangeable for such capital stock or has splitother Equity Interests, combined, subdivided or reclassified any of its other than those shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards stock reserved for issuance as set forth in this Section 3.3 or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) 3.3 of the Company Disclosure Letter contains Schedule. The Company has previously provided Parent with a true, correct true and complete list, as of the date hereof, of all the prices at which outstanding Company Options may be exercised under the applicable Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award grantedOption Plan, the number of Company Options outstanding at each such price and the vesting schedule of the Company Options. All shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for issuance under the Company Stock AwardsOption Plans, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth in Section 3.3 of the Company Disclosure Schedule, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding contractual obligations of the Company or any Company Subsidiary (A) restricting the transfer of, (B) affecting the voting rights of, (C) requiring the repurchase, redemption or disposition of, or containing any right of its Subsidiaries to purchasefirst refusal with respect to, redeem (D) requiring the registration for sale of, or otherwise acquire (E) granting any preemptive, antidilutive or other similar right with respect to, any shares of Company Common Stock or any capital stock of, or other Equity Interests in, the Company or any Company SecuritiesSubsidiary. Except as set forth in Section 3.1 of the Company Disclosure Schedule, each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and is owned, beneficially and of record, by the Company or another Company Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company’s or any Company Subsidiary’s voting rights, charges and other encumbrances of any nature whatsoever. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to outstanding contractual obligations of the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to to, or make any investment (in the form of a loan, capital contribution or otherwise) in the in, any Company or any of its Subsidiaries in exchange for ownership of Common Stock Subsidiary or any other equity interest in person, other than guarantees by the Company of any indebtedness or such other obligations of a wholly-owned Company Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws.

Capitalization. (a) The authorized capital stock of the -------------- Company consists of 200,000,000 100,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close As of business on July 26September 30, 20161996, (i) 28,746,664 30,100,000 shares of Company Common Stock were issued and outstanding; , (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, set forth on Section 3.2 of the date of grant, exercise or purchase price and expiration thereof. Except for Disclosure Schedule delivered by the Company to the Purchaser concurrently with the execution of this Agreement (the "Company Disclosure Schedule"), and identified thereon as "Company Option Shares", were reserved for future issuance upon exercise of outstanding options to purchase Company Common Stock Awards("Company Options"), there are on the date hereof no outstanding (A) securities granted to directors, officers, employees and consultants of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in pursuant to the Company, 's Stock Option Plan (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the "Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereofStock Plan"), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”iii) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the no shares of Company Common Stock. There are on Stock were held in the date hereof no outstanding obligations treasury of the Company or any of its Subsidiaries to purchaseCompany. Since such date, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting additional shares of capital stock of the Company have been issued or reserved for issuance (ii) outstanding contractual obligations to provide funds to or make any investment (in the form except for shares of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock issued upon exercise of Company Options granted as aforesaid), and no options or any other equity interest in the Company rights to purchase or such Subsidiary. All outstanding securities otherwise acquire shares of capital stock of the Company have been offered issued or granted (other than the Company Options identified on Section 3.2 of the Company Disclosure Schedule as having been granted as aforesaid). Except as set forth above in this paragraph, no shares of capital stock or other equity or voting securities or equivalents of the Company are issued, reserved for issuance, or outstanding. All of the outstanding shares of capital stock of the Company are, and all shares thereof which may be issued upon exercise of Company Options will upon issuance be, duly authorized, validly issued, fully paid and nonassessable, and free of any preemptive rights except as provided in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsCompany's articles of incorporation.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 300,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $0.00001 per share (“Company Preferred Stock”). At As of June 15, 2015 (the close of business on July 26, 2016“Company Capitalization Date”), (ii)(A) 28,746,664 25,938,955 shares of Company Common Stock were issued and outstanding; outstanding (including any Company Restricted Share Awards), (B) no shares of Company Common Stock were held in treasury and (C) no shares of Company Common Stock were held by the Company Subsidiaries, (ii) 5,499,681 shares of Company Common Stock were reserved for issuance pursuant to the Company Equity Plans, of which amount 4,362,635 shares of Company Common Stock are issuable upon the exercise of outstanding Company Stock Options, (iii) 99,357 shares of Company Common Stock were issuable upon the settlement of outstanding Company RSU Award, and (iv) no shares of Company Preferred Stock were issued and or outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 . 681,844 shares of Company Common Stock were reserved authorized for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under ESPP. All the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have beenStock are, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof), duly authorized and authorized, validly issued and are issued, fully paid and nonassessable non-assessable and are free of preemptive pre-emptive rights. All issued and outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Company Permitted Liens. Section 4.2(a3.2(a) of the Company Disclosure Letter contains a true, correct sets forth an accurate and complete list, list of all Company Equity Awards outstanding as of the date hereofCompany Capitalization Date, specifying, on a holder-by-holder basis, (i) the name of all Company Stock Awardseach holder, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, (ii) the number of shares of Company Common Stock subject to each such Company Stock Equity Award, (iii) the grant date of grant, exercise or purchase price and expiration thereof. Except for the each such Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the CompanyEquity Award, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests iniv) the year of vesting of each such Company (orEquity Award or the number of exercisable and unexercisable options underlying such Company Equity Award, in each either case, to the economic equivalent thereof)extent applicable, (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C)v) the exercise price for each such Company Equity Award, together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsextent applicable.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 40,000,000 shares of Company Common Stock and 10,000,000 1,000,000 shares of Preferred Stock ("Company Preferred Stock"), each having a par value of $0.01 per share. At the close of business on July 26, 2016, the date hereof (i) 28,746,664 32,252,752 shares of Company Common Stock were issued and outstanding; outstanding (excluding 196,400 shares of Company Common Stock held in treasury) all of which are validly issued, fully paid and nonassessable, (ii) 196,400 shares of Company Common Stock were held in treasury by Company, (iii) 105,693 shares of Company Common Stock were available for future issuance pursuant to Company's Purchase Plan (iv) 4,907,820 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1982 Option Plan, (v) 1,099,893 shares of Company Common Stock were available for future grant under the 1982 Option Plan, (vi) 190,000 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Company's Nonemployee Director Plan; and (vii) 110,000 shares of Company Common Stock were available for future grants under the Nonemployee Director Plan. As of the date hereof, no shares of Company Preferred Stock were issued or outstanding and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 350,000 shares of Company Series A Preferred were reserved for issuance upon exercise of the Company Rights, and 100,000 shares of Company Series B Preferred Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rightsOption Agreement. Section 4.2(a2.3(a) of the Company Disclosure Letter contains a true, correct and complete list, as of Schedule sets forth the date hereof, of all Company Stock Awards, indicating as applicable, following information with respect to each Company Stock Award then outstanding, Option (as defined in Section 5.8) outstanding as to the type date of the Agreement: (i) the name of the optionee; (ii) the particular plan pursuant to which such Company Stock Award Option was granted, ; (iii) the number of shares of Company Common Stock subject to such Company Stock Award, Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; and (vi) whether the exercisability of grantsuch option will be accelerated in any way by the transactions contemplated by this Agreement, exercise or purchase price and expiration thereofindicates the extent of acceleration. Except for Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Awards, there Options that are on currently outstanding and the date hereof no outstanding (A) securities form of the all stock option agreement evidencing such Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the Stock Options. All shares of Company Common Stock. There are Stock subject to the issuance aforesaid, upon issuance on the date hereof no outstanding obligations terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and non accessible. Except as set forth in Section 2.3(a) of the Company or any of its Subsidiaries to purchaseSchedule, redeem or otherwise acquire any Company Securities. There there are no bonds, debentures, notes commitments or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or agreements of any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings character to which the Company or is bound obligating the Company to accelerate the vesting of any of its Subsidiaries is Company Stock Option as a party with respect to the voting of capital stock result of the Merger. All outstanding shares of Company Common Stock and all outstanding Company Stock Options have been issued and granted in compliance with (i) all applicable securities laws and other applicable federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) outstanding contractual obligations to provide funds to or make any investment (all requirements set forth in the form of a loanapplicable contracts, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered agreements, and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsinstruments.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 20,000,000 Shares, 10,000,000 Class B Shares and 500,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock, no par value per share. At the close of business on July September 26, 20161997, (i) 28,746,664 shares of Company Common Stock 8,086,951 Shares were issued and outstanding; , (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company 83,287 Shares were held by the Company in its treasury; , (iviii) an aggregate of 4,390,772 shares of Company Stock 1,506,163 Shares were reserved for issuance upon exercise of options to purchase Shares ("Company Stock Options") issued pursuant to outstanding awards and rights the Company's stock option plans, (iv) 307,374 shares were reserved for issuance under the Company Company's Associate Stock Plans Purchase Plan and 477,786 shares were reserved for issuance under the Company's 1992 Stock Award Plan, (v) under 1,190,954 Shares were reserved for issuance upon conversion of the Company's 7% Convertible Subordinated Debentures due May 15, 2006 (the "Convertible Debentures"), (vi) 4,518,817 Class B Shares were issued and outstanding and (vii) no Class B Shares were held by the Company Stock Plansin its treasury. Except as set forth above, there were outstanding Company Options to purchase 2,576,792 as of the date of this Agreement, no shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has splitother voting securities of the Company were issued, combined, subdivided reserved for issuance or reclassified any of its outstanding. All outstanding shares of capital stock. All stock of the outstanding Company Shares have beenare, and all shares of Company Common Stock that which may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (be, when issued in accordance with the terms thereof)issued, duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and are free of not subject to preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, Except as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awardsset forth above, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness of the Company having voting rights the right to vote (or convertible into into, or exchangeable for, securities having such rightsthe right to vote) with respect to on any matters on which stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, there are not any securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings kind to which the Company or any of its Subsidiaries subsidiaries is a party with respect or by which any of them is bound obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the voting Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or (ii) outstanding contractual obligations to provide funds vote or to or make dispose of any investment (in shares of the form capital stock of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsCompany's subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 520,000,000 Company Common Shares, and 10,000,000 Company Preferred Shares. As of February 20, 2003, there were (a) 177,405,787 Company Common Shares issued and outstanding, (b) 50,000 Company Preferred Shares issued and outstanding and (c) 19,661,271 Company Common Shares subject to outstanding employee and director stock options issued pursuant to the stock option plans of the Company described in the Company Disclosure Letter (the "Company Option Plans"), of which the weighted average exercise price was approximately $16.26 per share and (d) 1,500,000 unissued shares of preferred stock designated as Series A Junior Participating Preferred Stock ("Company Common Stock and 10,000,000 shares of Company Series A Preferred Stock"). At the close of business on July 26, 2016, All issued and outstanding Company Shares (i) 28,746,664 shares are duly authorized, validly issued, fully paid, nonassessable and free of Company Common Stock were issued and outstanding; preemptive rights, (ii) no shares were not issued in violation of the terms of any agreement or other understanding binding upon the Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by issued in compliance with all applicable charter documents of the Company in its treasury; (iv) an aggregate and all applicable federal and state securities laws, rules and regulations. As of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither one right to purchase Series A Junior Participating Preferred Stock of the Company nor any of its Subsidiaries has (each, a "Company Right") issued any shares of its capital stockpursuant to the Amended and Restated Rights Agreement, has granted any optionsdated December 12, restricted stock1997 (as amended, stock appreciation rightsthe "Company Rights Agreement"), warrants or rights or entered into any other agreements or commitments between the Company and Fleet National Bank (f/k/a BankBoston, N.A.) is associated with and attached to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the each outstanding Company Common Share. Except (i) as set forth in this Section 3.3, (ii) for any Company Common Shares have been, and all shares issuable upon conversion of Company Preferred Shares, (iii) for any Company Common Stock that may be Shares issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be the options referred to in subsection (when c) above, (iv) for options issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of under the Company Disclosure Letter contains a true, correct and complete list, as of Option Plans after the date hereof, of all this Agreement in compliance with Section 5.1(a) and Company Stock Awards, indicating as applicable, with respect Common Shares issued pursuant to each Company Stock Award then outstanding, the type exercise of Company Stock Award granted, the number of such options and (v) for shares of Company Series A Preferred Stock and Company Common Stock subject Shares issuable pursuant to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock AwardsRights, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) and there are no options, warrants, calls, pre-emptive subscriptions, shareholder rights plan or similar instruments, convertible securities, or other rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by which obligate the Company or any of its Subsidiaries to make issue, transfer or sell any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations capital stock or other voting securities of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Subsidiaries. The Company Securities. There are has no outstanding bonds, debentures, notes or other indebtedness having voting rights obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having such rightsthe right to vote) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock stockholders of the Company or (ii) outstanding contractual obligations to provide funds to or make on any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsmatter.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 500,000,000 shares of Company Common Stock and 10,000,000 Stock, 6,000,000 shares of preferred stock, par value $0.10 per share (“Company Preferred Stock”), and 25,000,000 shares of excess stock, par value $0.10 per share (“Company Excess Stock”). At As of November 2, 2005 (the close of business on July 26, 2016“Capitalization Date”), (i) 28,746,664 202,485,592 shares of Company Common Stock were issued and outstandingoutstanding (including 563,100 shares of restricted Company Common Stock awarded to employees in October 2005), each of which is paired with one share of Properties Class B Common Stock; provided that such number of shares excludes 9,430,148 shares of unpaired Company Common Stock which are being held by Properties and 2,105,965 shares of Company Common Stock held in the treasury of the Company, (ii) no shares of Company Preferred Stock were issued and outstanding; , (iii) 4,826,402 no shares of Company Shares Excess Stock were held by the Company in its treasury; issued and outstanding, (iv) an aggregate of 4,390,772 8,000,000 shares of Company Common Stock were have been authorized and reserved for issuance pursuant to the Company’s stock option plans listed in Schedule 5.3(a) of the La Quinta Entities Disclosure Schedule (the “Company Stock Option Plans”), subject to adjustment on the terms set forth in the Company Stock Option Plans, (v) Options to purchase 10,908,581 Paired Common Shares (which include Company Common Stock) were outstanding awards and rights under the Company Stock Plans Option Plans, and (vvi) under 40,528 Stock Units granted to members of the Company. As of the Capitalization Date, the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its had no shares of capital stockstock issued, outstanding or reserved for issuance other than as described above. All such issued and outstanding shares of capital stock of the outstanding Company Shares have beenare, and all shares of capital stock of the Company Common Stock that may be issued pursuant are subject to issuance, upon issuance prior to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with Effective Time under the terms thereof)and subject to the conditions specified in the instruments under which they are issuable will be, duly authorized and authorized, validly issued and are issued, fully paid and paid, nonassessable and are free of preemptive rights. Since the Capitalization Date through the date of this Agreement, other than in connection with the issuance of shares of Paired Common Shares pursuant to the exercise of, or lapse of restrictions under, Options outstanding as of the Capitalization Date, there has been no change in the number of shares of outstanding capital stock of the Company or the number of outstanding Options. Except as set forth above or as set forth in Section 4.2(a5.3(a) of the Company La Quinta Entities Disclosure Letter contains a true, correct and complete listSchedule, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company rights to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the acquire shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company authorized, issued, outstanding or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the reserved for issuance. No dividends have been declared on Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in during the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawspreceding three years.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 50,000,000 shares of Company Common Stock and 10,000,000 100,000 shares of preferred stock, no par value per share (“Company Preferred Stock”). At the close As of business on July 26February 3, 20162012, (i) 28,746,664 21,966,912 shares of Company Common Stock were issued and outstanding; outstanding (iiwhich number includes 292,882 Company Restricted Shares) and no shares of Company Preferred Stock were issued and outstanding; , (iiiii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 2,697,581 shares of Company Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 including 1,645,648 shares of Company Common Stock, Stock issuable upon the exercise of Company Options (whether or not presently exercisable) and outstanding Company RSU Awards with respect to 1,813,980 (iii) no shares of Company Stock. From such date until the date hereof, neither Common Stock were owned by the Company nor any of its Subsidiaries has issued any shares of its capital as treasury stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its . All outstanding shares of capital stock. All stock of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to any of the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards Plans will be (be, when issued in accordance with the respective terms thereof), duly authorized and validly issued and are (or, in the case of shares of Company Common Stock that have not yet been issued, will be) fully paid and nonassessable and are free of not subject to preemptive rights. Section 4.2(a) Each Company Option and each Restricted Share award has been granted in accordance with applicable Law, the terms of the applicable Company Stock Plan and pursuant in all material respects to the Company’s form of stock option agreement and form of restricted stock award agreement, respectively, true, complete and correct copies of which have been made available to Parent. No Subsidiary of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, owns any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are were outstanding rights to purchase 26,785 shares of Company Common Stock on the date hereof no outstanding obligations last day of the current offering period in effect under the Company or any Ownership Plan (assuming the fair market value per share of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect Common Stock on the last day of the current offering period in effect under the Company Ownership Plan will be equal to the Company or any Company Subsidiary issued and outstandingMerger Consideration). There are no (i) voting trusts or other agreements or understandings to which As of the Company or any last day of its Subsidiaries is a party with respect the most recent payroll period ending prior to the voting date of capital stock this Agreement, the aggregate amount credited to the accounts of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) participants in the Company or any of its Subsidiaries in exchange Ownership Plan was $172,242.07 and the aggregate amount credited to such accounts for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawspayroll period was $9,174.71.

Capitalization. (a) The As of the Capitalization Date, the authorized capital stock of the Company consists solely of 200,000,000 (i) 273,910,000 shares of Company Common Stock Stock, of which 32,551,759 shares were issued and 10,000,000 outstanding, and (ii) 1,090,000 shares of Company Preferred Stock, none of which were issued and outstanding. At As of the close of business on July 26, 2016Capitalization Date, (i) 28,746,664 an aggregate of 901,310 shares of Company Common Stock were issued and outstanding; subject to or otherwise deliverable in connection with the exercise of outstanding Company Stock Options, (ii) no an aggregate of 394,952 shares of Company Preferred Common Stock were issued subject to or otherwise deliverable in connection with outstanding Company Performance-Based RSUs, of which 332,751 shares are cash-settled and outstanding; 62,201 shares are stock-settled, (iii) 4,826,402 an aggregate of 607,042 shares of Company Shares Common Stock were held by the subject to or otherwise deliverable in connection with outstanding Company in its treasury; Time-Based RSUs, of which 412,005 shares are cash-settled and 195,037 shares are stock-settled, (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all 310 shares of Company Common Stock that may be issued pursuant were subject to the exercise of or otherwise deliverable in connection with outstanding Company Stock Awards or vesting Time-Based RCUs, all of which are cash-settled, and (v) an aggregate of 7,944 Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly Restricted Shares were issued and are fully paid and nonassessable and are free of preemptive rightsoutstanding. Section 4.2(aSchedule 4.7(a)(i) of the Company Disclosure Letter contains a true, correct and complete listsets forth, as of the date hereofCapitalization Date, a correct and complete listing of all outstanding Company Stock Equity Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, setting forth (i) the number of shares of Company Common Stock subject to such each Company Stock Equity Award, (ii) the date of grant, exercise or purchase price and expiration thereof. Except for on which the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the CompanyEquity Award was granted, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests iniii) the Company (or, in each case, the economic equivalent thereof), (C) obligations number of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common StockStock subject to each Company Equity Award that are vested and unvested as of such date, (iv) the exercise price of each Company Equity Award, if applicable, and (v) the expiration date of each Company Equity Award, if applicable. There From the Capitalization Date until the date of this Agreement, no options to purchase shares of Company Common Stock or awards that may be settled in shares of Company Common Stock have been granted and no shares of Company Common Stock have been issued, except for shares of Company Common Stock issued pursuant to the exercise or vesting of Company Stock Options or the vesting of Company RSUs, Company Time-Based RCUs or Company Restricted Shares, in each case in accordance with the terms of the Company Stock Plans. All of the issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable. Each Company Stock Option (i) was granted in compliance with all Applicable Laws and all of the terms and conditions of the Company Stock Plan pursuant to which it was issued, (ii) has an exercise price per share of Company Common Stock equal to or greater than the fair market value of a share of Company Common Stock on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchasesuch grant, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rightsiii) with respect has a grant date identical to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to date on which the Company Board or Company Compensation Committee actually awarded such Company Stock Option, as applicable, (iv) qualifies for the Tax and accounting treatment afforded to such Company Stock Option, as applicable, in the Company’s Tax Returns and the Company reports, respectively, and (v) does not trigger any of its Subsidiaries is a party with respect to liability for the voting of capital stock holder thereof under Section 409A of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsCode.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 120,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $1.00 per share (“Company Preferred Stock”). At As of the close of business on July 26November 28, 2016, (i) 28,746,664 48,562,842 shares of Company Common Stock were issued and outstanding; outstanding (not including shares held in treasury), (ii) no shares of Company Common Stock were held in treasury, (iii) no shares of Company Preferred Stock were issued and outstanding; , (iiiiv) 4,826,402 Company Shares Options with respect to an aggregate of 1,885,432 shares of Company Common Stock were held outstanding, (v) Company RSU Awards with respect to an aggregate of 109,649 shares of Company Common Stock were outstanding (including Company RSU Awards that previously vested but receipt of which has been deferred by the holder) and (vi) Company in its treasury; PSU Awards with respect to an aggregate of 77,731 shares of Company Common Stock were outstanding. As of the close of business on November 28, 2016 (ivA) an aggregate of 4,390,772 4,889,112 shares of Company Common Stock were reserved and available for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (vB) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares an aggregate of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all 38,241.05 shares of Company Common Stock that may be issued were reserved and available for issuance pursuant to the exercise of outstanding Company Stock Awards ESPP. Except as set forth in this Section 3.2(a) or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a3.2(a) of the Company Disclosure Letter contains a trueLetter, correct and complete list, or as expressly permitted by Section 5.1(b)(iii) or Section 5.1(b)(viii) (including as set forth on Section 5.1 of the date hereof, of all Company Stock Awards, indicating Disclosure Letter or as applicable, Parent may otherwise consent in accordance with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock AwardsSection 5.1(b)), there are on the date hereof no and there will not be any outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Companysecurities, (B) options, warrants, calls, pre-emptive rights, subscriptionscommitments, rights agreements, derivative contracts, forward sale contracts or other agreements or commitments requiring the Company to issue, or other obligations undertakings of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings kind to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company party, or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in by which the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in is bound, obligating the Company or such Subsidiary. All outstanding any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company have been offered and issued in compliance in all material respects with all applicable securities lawsor any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, including grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking, or obligating the Securities Act and “blue sky” lawsCompany or any of its Subsidiaries to make any payment based on or resulting from the value or price of Company Common Stock or of any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 70,000,000 shares of Company Common Stock Stock, without par value, and 10,000,000 (ii) 30,000,000 shares of preferred stock, without par value (“Company Preferred Stock”). At the close of business on July 26May 4, 20162010, (i) 28,746,664 45,630,810 shares of Company Common Stock were issued and outstanding; , (including 1,785,230 shares of Company Common Stock that were outstanding as of the relevant time but were subject to vesting or other forfeiture restrictions or a right of repurchase by Company as of such time), (ii) no 1,988,371 shares of Company Preferred Common Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; , and (iviii) an aggregate of 4,390,772 4,573,179 shares of Company Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Company’s 2004 Equity Incentive Plan (as amended by the First Amendment, Second Amendment and Third Amendment thereto), the Prime Medical Services, Inc. (“Prime”) 2003 Stock Plans Option Plan, the Prime Amended and Restated 1993 Stock Option Plan, the HealthTronics Surgical Services, Inc. (v“HSS”) under 2002 Stock Option Plan, the HSS 2001 Stock Option Plan and the HSS 2000 Stock Option Plan (collectively, the “Company Stock Plans”), there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all which (A) 2,787,949 shares of Company Common Stock that may be issued pursuant were underlying outstanding and unexercised options entitling the holder thereof to the exercise purchase a share of outstanding Company Common Stock (each, a “Company Option”), and (B) 1,785,230 shares of Company Common Stock were subject to Company Stock Awards or vesting (of which 1,785,230 shares were restricted stock awards). At the close of business on May 4, 2010, no shares of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly Preferred Stock were issued and are fully paid and nonassessable and are free of preemptive rightsoutstanding. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete listsets forth, as of the date hereofclose of business on May 4, 2010, the authorized and outstanding capital stock (or other equity interests) of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise Entity held directly or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations indirectly by the Company or any and the total of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no such outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes capital stock (or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsinterests).

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 6,500,000 shares of Company Common Stock and 10,000,000 1,000,000 shares of Company preferred stock, $.0l par value per share (the "Preferred Stock"). At As of the close of business on July 26, 2016date hereof, (i) 28,746,664 3,421,842 shares of Company Common Stock were are issued and outstanding; , all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (ii) no shares of Company Preferred Common Stock were issued and outstanding; are held in the treasury of the Company, (iii) 4,826,402 969,563 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance Options are outstanding pursuant to outstanding awards and rights under the Company Stock Plans and (v) under Option Plan, each such option entitling the Company Stock Plans, there were outstanding Company Options holder thereof to purchase 2,576,792 shares one share of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 1,000,000 shares of Company Stock. From such date until the date hereof, neither Common Stock are authorized and reserved for future issuance pursuant to the Company nor any of its Subsidiaries has issued any Stock Option Plan, (iv) no shares of its capital stockPreferred Stock are issued or outstanding, has granted any and (v) 120,000 shares of Company Common Stock are reserved for future issuance pursuant to the Company Warrants. The Company Disclosure Letter delivered by the Company to the other parties hereto concurrently with the execution of this Agreement (the "Company Disclosure Letter") sets forth a true and complete list of the outstanding Company Options with the exercise price. Except as set forth above or in the Company Disclosure Letter, there are no options, restricted stockwarrants, convertible securities, subscriptions, stock appreciation rights, warrants phantom stock plans or rights stock equivalents or entered into any other agreements rights, agreements, arrangements or commitments to issue any shares of its capital stock, (contingent or granted any other awards in respect otherwise) of any shares of its character issued or authorized by the Company relating to the issued or unissued capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for any Subsidiary or obligating the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for any Subsidiary to issue or sell any shares of capital stock of, or voting securities or ownership interests in the Company, (B) options, warrants, callsconvertible securities, pre-emptive rights, subscriptions, rights subscriptions or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership equity interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the Subsidiary. All shares of Company Common Stock. There are Stock subject to issuance as aforesaid, upon issuance on the date hereof terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in the Company Disclosure Letter, there are no outstanding contractual obligations of the Company or any of its Subsidiaries Subsidiary to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws.shares of

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 123,000,000 shares of Company Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share, (“Company Preferred Stock”). At As of the close of business on July 26October 19, 2016, 2015 (ithe “Capitalization Date”): (a) 28,746,664 71,747,336 shares of Company Common Stock were issued and outstanding; (iib) no shares of Company Preferred Stock were issued and or outstanding; (iiic) 4,826,402 no shares of Company Shares Common Stock were held by the Company in its treasury; (ivd) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 3,085,692 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 ; (e) 2,702,801 shares of Company Common Stock were subject to issuance pursuant to outstanding Company RSUs; and (f) 5,611,719 shares of Company Common Stock were reserved for the future grant of Company Equity Awards under the Stock Plans (excluding shares reserved for issuance upon exercise of the Company Options or settlement of the Company RSUs). Such issued and outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to any Stock Plan or as contemplated or permitted by this Agreement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, or in the case of shares that have not yet been issued, will be, fully paid and nonassessable and free of preemptive rights. There are no outstanding contractual obligations of the Company of any kind to redeem, purchase or otherwise acquire any outstanding shares of capital stock of the Company. Other than the Company Common Stock, there are no outstanding bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or, other than the outstanding Company Equity Awards, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. From such date until Except for the date hereofVoting Agreements, neither the Company nor any of its Subsidiaries has issued Company Subsidiary is a party to any shares of its capital stockagreement relating to the voting of, has granted requiring registration of, or granting any options, restricted stock, stock appreciation preemptive rights, warrants anti-dilutive right or rights of first refusal or entered into similar rights with respect to any other agreements Company securities or commitments to issue any shares of its capital stock, or granted any other awards in respect securities of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding wholly-owned Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rightsSubsidiary. Section 4.2(a3.2(a) of the Company Disclosure Letter contains Schedules sets forth a true, correct list of the holders of Company Options and complete list, Company RSUs as of the Capitalization Date, including (to the extent applicable) the date hereof, of all on which each such Company Stock Awards, indicating as applicable, with respect to each Option or Company Stock Award then outstanding, the type of Company Stock Award RSU was granted, the number of shares of Company Common Stock subject to such Company Stock AwardOption or Company RSU, the expiration date of grant, exercise or purchase price such Company Option and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price at which such Company Option may be exercised (if any) under an applicable Stock Plan and the vesting schedule and vested or value unvested status of the each of such Company Option or Company RSU. All shares of Company Common Stock. There are on the date hereof no outstanding obligations Stock issuable upon exercise of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Options and Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company RSUs have been offered and issued in compliance in all material respects with all applicable securities laws, including duly reserved for issuance by the Securities Act and “blue sky” lawsCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 30,000,000 shares of Company Common Stock and 10,000,000 1,000,000 shares of preferred stock, par value $.001 per share (“Company Preferred Stock”). At the close of business on July 26October, 201620, 2015, (i) 28,746,664 4,601,241 shares of Company Common Stock were issued and outstanding; , (ii) 1,084,192 shares of Company Common Stock were held by the Company in its treasury, (iii) 308,175 shares of Company Common Stock were reserved for issuance under the Company Stock Plans (of which 308,175 shares of Company Common Stock are subject to outstanding Options, and 23,775 of such Options have an exercise price per share that is greater than or equal to the Merger Consideration and, at the Effective Time, shall be canceled and terminated pursuant to Section 2.4), (iv) 45,500 shares of Company Common Stock were granted subject to vesting, repurchase or other lapse restrictions (all of which are included in subsection (i) above) and (iv) no shares of Company Preferred Stock were issued and or outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), have been duly authorized and validly issued and are or will be in the case of Options, fully paid and nonassessable and are free were not issued in violation of any preemptive rightsrights or of any federal or state securities law. Section 4.2(a) As of the Company Disclosure Letter contains a truedate of this Agreement, correct and complete list, there are no outstanding shares of the Company’s capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock. Except as set forth above as of the date hereofof this Agreement there are not, and as of all Company Stock Awardsthe Effective Time there will not be, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of any shares of Company Common Stock subject to such Company Stock Awardcapital stock, the date of grant, exercise voting securities or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities equity interests of the Company convertible into issued and outstanding or exchangeable for shares of capital any subscriptions, “phantom stock,” RSUs, stock or voting securities or ownership interests in the Companyappreciation rights, (B) options, warrants, calls, pre-emptive convertible or exchangeable securities, rights, subscriptions, rights commitments or other agreements or commitments requiring of any character providing for the Company to issue, or other obligations issuance of the Company to issue, any shares of capital stock, voting securities or other ownership equity interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred including any representing the right to collectively as “Company Securities”) purchase or (D) obligations by the Company or otherwise receive any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 30,000,000 Shares consisting of 20,000,000 shares of Company Common Stock Stock, par value $.01 per share, and 10,000,000 shares of Company Preferred Stock, par value $.01 per share, of which 6,000,000 shares were designated Series A Preferred Stock. At As of the close of business on July 26December 22, 20161998, (i) 28,746,664 shares of Company Common Stock 10,197,824 Shares were issued and outstanding; (ii) no , of which 6,000,000 Shares are Series A Preferred Stock and 4,197,824 shares are Common Stock. SymmetriCom is the record and beneficial owner of 6,000,000 shares of Company Series A Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 4,000,000 shares of Common Stock of the Company. The Company Stock has no Shares reserved for issuance, except that, as of December 22, 1998, there were 2,303,000 Shares reserved for issuance pursuant to the Option Plan of which 1,643,102 Shares represent outstanding Options or other awards and rights under the Company Stock Plans Option Plan and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 6,000,000 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares reserved for issuance upon conversion of Company the Preferred Stock. From such date until the date The Company has no options to purchase Shares outstanding other than Options which will be cancelled pursuant to Section 1.09(b) hereof. Since September 30, neither 1998, the Company nor any of its Subsidiaries has not issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any except pursuant to the exercise of its shares Options outstanding as of capital stocksuch date. All of the outstanding Company Shares have beenare, and all shares of Company Common Stock that Shares which may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards Options will be (be, when issued in accordance with the respective terms thereof), duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securitiesnonassessable. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) with respect to ("Voting Debt") of the Company or any Company Subsidiary issued and outstanding. There Except as set forth above and except for the transactions contemplated by this Agreement, there are no existing options, warrants, calls, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company, obligating the Company to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or securities convertible into or exchangeable for such shares or equity interests, and the Company is not obligated to grant, extend or enter into any such option, warrant, call, subscription or other right, convertible security, agreement, arrangement or commitment. Except as set forth in Section 1.09, there are no outstanding contractual obligations of the Company to (i) voting trusts repurchase, redeem or other agreements or understandings to which otherwise acquire any Shares of the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment in (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsentity.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26, 2016, (i) 28,746,664 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the 40,000,000 shares of Company Common Stock. There As of September 25, 2008, (i) 17,067,358 shares of Company Common Stock are on issued and outstanding (including 257,225 shares of Company Restricted Stock), all of which are duly authorized, validly issued, fully-paid and non-assessable, (ii) 2,104,319 shares of Company Common Stock are held in the treasury of the Company, (iii) Company Options to purchase an aggregate of 2,155,086 shares of Company Common Stock are outstanding and (iv) Company Restricted Stock Units to receive an aggregate of 472,800 shares of Company Common Stock are outstanding. Between September 25, 2008 and the date hereof hereof, no outstanding obligations shares of Company Common Stock have been issued by the Company or any except (A) upon the exercise of its Subsidiaries outstanding Company Options, (B) in connection with the settlement of Company Restricted Stock Units, and (C) purchases made pursuant to purchase, redeem or otherwise acquire any the Company SecuritiesESPP. There are no bonds, debentures, notes or other indebtedness having voting rights or securities of the Company that have the right to vote (or that are convertible into into, or exchangeable for, securities having such rightsthe right to vote) with respect to on any matters on which Company Stockholders may vote. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company are issued or any Company Subsidiary issued and outstanding. There are no (iSection 3.3(a) voting trusts of the Company Disclosure Letter sets forth a complete and correct list, as of the date of this Agreement, of all rights to purchase any issued or other agreements unissued capital stock of the Company and the Company Subsidiaries, or understandings to which obligating the Company or any of its the Company Subsidiaries is a party with respect to the voting issue, grant or sell any shares of capital stock of the Company of, or (ii) outstanding contractual obligations to provide funds to other equity interests in, or make any investment (in the form of a loansecurities convertible into equity interests in, capital contribution or otherwise) in the Company or any of its the Company Subsidiaries in exchange for ownership of Common Stock or and any other equity interest in preemptive rights relating to the Company or such Subsidiarythe Company Subsidiaries. All outstanding securities shares of Company Common Stock subject to issuance as described above shall, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, be duly authorized, validly issued, fully paid and nonassessable. No shares of Company have been offered Common Stock were issued, and issued no Company Options were granted, in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsviolation of preemptive rights of any Person. No shares of Company Common Stock are held by any Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists -------------- of 200,000,000 15,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of Company Preferred Stock. At As of the close of business on July June 26, 20162000, (i) 28,746,664 7,964,283 shares of Company Common Stock were issued and outstanding; , 1,335,580 shares of Common Stock were reserved for issuance upon the exercise of outstanding options to acquire shares of Common Stock (ii) "Stock Options"), 56,998 shares of Common Stock ------------- were reserved for issuance upon the exercise of outstanding warrants to acquire shares of Common Stock ("Warrants"), no shares of Common Stock were held by the -------- Company in its treasury and 200,000 shares of Common Stock were reserved for issuance under the Company's 1998 employee stock purchase plan (the "Stock ----- Purchase Plan") and no shares of Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate . ------------- The number of 4,390,772 issued and outstanding shares of Company Common Stock were at any time taken together with the number of shares of Common Stock reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to upon the exercise of outstanding Company Stock Awards or vesting Options and Warrants at such time is referred to herein as the "Fully Diluted Shares." All of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and outstanding -------------------- shares of Common Stock are validly issued, fully paid and nonassessable and are free not subject to preemptive rights created by statute, the Certificate of preemptive rightsIncorporation or Bylaws of the Company or any agreement to which the Company is a party or by which the Company or its assets is bound. Except as disclosed in this Section 4.2(a) 4.2 and Section 4.2 of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock AwardsSchedule, there are on the date hereof ----------- ----------- no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock of the Company issued or voting securities or ownership interests in outstanding, and, except for the CompanyStock Options, (B) the Rights and rights to purchase shares of Common Stock under the Stock Purchase Plan, there are no outstanding subscriptions, options, warrants, calls, pre-emptive rights, subscriptions, rights convertible securities or other agreements or commitments requiring of any character (including, without limitation, rights which will or could become exercisable as a result of this Agreement or any transaction contemplated hereby) relating to the issued or unissued capital stock or other securities of the Company obligating the Company to issue, deliver or other obligations sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of obligating the Company to grant, extend or enter into any subscription, option, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securitiescommitment. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any Subsidiary of its Subsidiaries the Company is a party with respect to the voting of the capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 100,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $.01 per share (the “Company Preferred Stock”), of which 500,000 shares have been designated Series A Junior Participating Preferred Stock (the “Company Series A Preferred Stock”). At the close As of business on July 26January 4, 20162007, (i) 28,746,664 28,098,172 shares of Company Common Stock were issued and outstanding; outstanding (iiincluding 197,329 shares of unvested Company Restricted Stock issued under the Stock Plans). As of the date of this Agreement, (i) there are no shares of Company Preferred Stock were issued and outstanding; outstanding or held in treasury, (ii) 500,000 shares of the Company Series A Preferred Stock have been reserved for issuance in accordance with the Rights Agreement dated as of August 12, 2004, between the Company and the Bank of New York, as Rights Agent (as amended, the “Company Rights Agreement”), and (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 362,877 shares of Company Common Stock were are reserved for issuance pursuant to outstanding awards and rights in respect of future grants under the Company Stock Plans and (v) under the Company Stock Plans. As of January 4, 2007, there were are outstanding Company Options to purchase 2,576,792 an aggregate of 1,698,434 shares of Company Common Stock and Company Awards covering 41,882 shares of Company Common Stock. Since January 4, and outstanding Company RSU Awards with respect to 1,813,980 2007, (i) no shares of Company Common Stock have been issued, except pursuant to Company Options and Company Awards outstanding on January 4, 2007, and (ii) no Company Options or Company Awards have been granted. Neither the Company nor any of its Subsidiaries directly or indirectly owns any shares of Company Common Stock. From such date until No bonds, debentures, notes or other indebtedness having the date hereofright to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which stockholders of the Company may vote are issued or outstanding. All issued and outstanding shares of the Company’s capital stock are, and all shares that may be issued or granted pursuant to the exercise of Company Options or upon the vesting of Company Awards will be, when issued or granted in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. The issuance and sale of all of the shares of capital stock described in this Section 3.2 have been in compliance with United States federal and state securities Laws. Except as may be provided in the Company Rights Agreement, neither the Company nor any of its Subsidiaries has issued agreed to register any shares securities under the Securities Act of its capital stock1933, has granted any optionsas amended (together with the rules and regulations thereunder, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stockthe “Securities Act”), or under any state securities Law or granted registration rights to any other awards in respect of any shares of its capital stock individual or has splitentity. Except for the Company Options, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, Awards and all shares of the Company Common Series A Preferred Stock that may be purchase rights (the “Company Rights”) issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete listRights Agreement, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awardsthis Agreement, there are on the date hereof no outstanding or authorized (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (Bx) options, warrants, calls, pre-emptive preemptive rights, subscriptions, rights calls or other agreements rights, convertible securities, agreements, claims or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by character obligating the Company or any of its Subsidiaries to make issue, transfer or sell any payments based on the price or value of the shares of capital stock or other equity interest in the Company Common Stock. There are on the date hereof no outstanding or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (y) contractual obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to capital stock of the Company or any Company Subsidiary issued and outstanding. There are no of its Subsidiaries or any such securities or agreements listed in clause (ix) of this sentence, or (z) voting trusts or other similar agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or any of its Subsidiaries. The Company has previously provided to Parent true and correct information with respect to each Company Option and Company Award outstanding as of the date of this Agreement including: (i) the name of the holder, (ii) the number of shares of Company Common Stock issuable thereunder or upon exercise thereof, and (iii) with respect to each Company Option, the exercise price per share of Company Common Stock. Immediately after the consummation of the Mergers, there will not be any outstanding contractual obligations to provide funds to subscriptions, options, warrants, calls, preemptive rights, subscriptions, or make other rights, convertible or exchangeable securities, agreements, claims or commitments of any investment (in the form of a loan, capital contribution or otherwise) in character by which the Company or any of its Subsidiaries in exchange will be bound calling for ownership the purchase or issuance of Common Stock any shares of the capital stock of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or any other equity interest in the Company such securities or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsagreements.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 20,000,000 shares of Company Common Stock and 10,000,000 4,000,000 shares of preferred stock, par value $.01 per share (the "Company Preferred Stock"). At As of the close date of business on July 26this Agreement, 2016, there are (ix) 28,746,664 8,584,410 shares of Company Common Stock were issued outstanding and outstanding; 2,166,410 shares of Company Common Stock held in the Company's treasury, (y) no shares of Company Common Stock reserved for issuance upon exercise of outstanding stock options or otherwise except for (i) 1,080,876 shares of Company Common Stock reserved for issuance pursuant to the Company Option Plans and described in Section 4.2(a) of the Company Disclosure Schedule, (ii) 1,708,297 shares of Company Common Stock reserved for issuance upon exercise of the option issued to Buyer pursuant to the Stock Option Agreement, dated August 30, 1999, between Buyer and the Company (the "Option Agreement") and (iii) approximately 25,000 shares of Company Common Stock issuable pursuant to an agreement between the Company and Continental Bank and (z) no shares of Company Preferred Stock were issued and or outstanding; (iii) 4,826,402 Company Shares were , held by in the Company in its treasury; (iv) an aggregate Company's treasury or reserved for issuance upon exercise of 4,390,772 outstanding stock options or otherwise, except for [150,000] shares of Company Series A Junior Participating Preferred Stock were reserved for issuance pursuant upon exercise of the rights (the "Company Rights") distributed to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares holders of Company Common StockStock pursuant to the Stockholder Protection Rights Agreement, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereofdated September 18, neither 1996 between the Company nor any of its Subsidiaries has issued any shares of its capital stockand Registrar and Transfer Co., has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockas Rights Agent (the "Company Rights Agreement"). All of the issued and outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), have been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights, with no personal liability attaching to the ownership thereof. Except as referred to above or reflected in Section 4.2(a) of the Company Disclosure Letter contains a trueSchedule, correct and complete listexcept for the Option Agreement, as the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Company Common Stock or Company Preferred Stock or any other equity security of the date hereof, Company or any securities representing the right to purchase or otherwise receive any shares of all Company Common Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstandingor any other equity security of the Company. The names of the optionees, the type date of each option to purchase Company Common Stock Award granted, the number of shares of Company Common Stock subject to each such Company Stock Awardoption, the expiration date of granteach such option, exercise or purchase and the price and expiration thereof. Except for at which each such option may be exercised under the Company Stock Awards, there Option Plans are on the date hereof no outstanding (Aset forth in Section 4.2(a) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsDisclosure Schedule.

Capitalization. (a) The authorized capital stock of the Company presently consists of 200,000,000 50,000,000 shares of Company Common Stock and 10,000,000 12,500,000 shares of Company Preferred Stock, par value $0.0001 per share. At its 2008 Annual Meeting of Stockholders, the Company intends to submit the Charter Amendment to its stockholders for their approval. As of the close of business on July 26, 2016the Business Day immediately prior to the date hereof, (i) 28,746,664 16,834,998 shares of Company Common Stock were issued and outstanding; , all of which are validly issued, fully-paid and non-assessable, (ii) no shares of Company Preferred Common Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; Treasury, (iviii) an aggregate of 4,390,772 1,019,832 shares of Company Common Stock were reserved for issuance upon conversion of 137,500 shares of Senior Preferred Stock; (iv) 8,015,344 shares of Common Stock were reserved for issuance upon conversion of 822,997 shares of Series A Preferred Stock; (v) 4,531,320 shares of Common Stock were reserved for issuance upon exercise of options authorized under the Company’s Incentive Stock Plan and Directors Stock Option Plan, or previously granted to employees, directors, and consultants by contracts that provided for the issuance of non-plan options (the “Company Stock Options”); (vi) 3,777,541 shares of Common Stock were reserved for issuance upon exercise of outstanding warrants to purchase Common Stock (the “Prior Warrants”); (vii) 3,142,857 shares of Common Stock were reserved for issuance upon conversion of other convertible notes, debentures and securities, including warrants issuable in connection with such conversions (“Prior Convertible Securities”). No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except pursuant to outstanding awards and rights under (i) the Company Stock Plans and Options, (vii) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until Prior Warrants or (iii) the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stockPrior Convertible Securities, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All as a result of the outstanding Company Shares have been, purchase and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) sale of the Company Disclosure Letter contains a true, correct and complete list, Securities as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awardscontemplated by this Agreement, there are on the date hereof no outstanding (A) securities options, warrants, script rights to subscribe to, calls or commitments of the Company any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issueCommon Stock, or other obligations of the Company to issuecontracts, any capital stockcommitments, voting securities understandings or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of its Subsidiaries to make any payments based on the price Common Stock or value Common Stock Equivalents. The issue and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investor and Xxxxxxxx Curhan Ford & Co.) and will not result in a right of any holder of Company Common Stocksecurities to adjust the exercise or conversion price under such securities. There are on No further approval or authorization of any stockholder, the date hereof no outstanding obligations Board of Directors of the Company or any other Person is required for the issuance and sale of its Subsidiaries to purchase, redeem or otherwise acquire any Company the Securities. There are no bondsstockholders agreements, debentures, notes voting agreements or other indebtedness having voting rights (or convertible into securities having such rights) similar agreements with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings Company’s capital stock to which the Company or any of its Subsidiaries is a party with respect or, to the voting of capital stock knowledge of the Company Company, between or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or among any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsCompany’s stockholders.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 200,000,000 800,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $.10 per share (the "Company Preferred Stock"). At the close As of business on July 26January 31, 20161997, (i) 28,746,664 63,795,517 shares of Company Common Stock were issued and outstanding; , (ii) no 5,262,600 shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Common Stock were reserved for issuance pursuant to outstanding awards and rights under the conversion of the Company Convertible Notes, (iii) shares of Company Common Stock Plans issuable pursuant to the Rights Agreement were reserved for issuance in connection with the Rights, (iv) no shares of Company Common Stock were issued and held in the treasury of the Company, and (v) under there were no shares of Preferred Stock issued and outstanding. Since January 31, 1997, no additional 20 shares of capital stock have been issued except shares of Company Common Stock and options therefor issued pursuant to the Company's stock option and employee stock purchase plans, pension plans and other similar employee benefit plans (the "Company Stock Plans"), there were outstanding which, upon exercise of all such options as of such date (whether or not vested), would not exceed 7,545,000 shares of Company Options Common Stock in the aggregate. Since January 31, 1997, the Company has issued only options to purchase 2,576,792 acquire 1,474,100 shares of Company Common Stock, and . All the outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its Company's capital stock or has splitare duly authorized, combinedvalidly issued, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have beenfully paid, non-assessable and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except as disclosed in Section 4.2(a3.2(a) of the Company Disclosure Letter contains a trueand, correct except for the Company Convertible Notes, the Company Stock Plans and complete listthe Rights Agreement, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding existing (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (Bi) options, warrants, calls, pre-emptive subscriptions or other rights, subscriptionsconvertible securities, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by character obligating the Company or any of its Subsidiaries to make issue, transfer or sell any payments based on the price or value of the shares of capital stock or other equity interest in, the Company Common Stock. There are on the date hereof no outstanding or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which capital stock of the Company or any of its Subsidiaries of the Company or (iii) voting trusts or similar agreements to which the Company is a party with respect to the voting of the capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsCompany.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 200,000,000 20,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $0.01 per share, of the Company (the “Company Preferred Stock”). At As of the close date of business on July 26this Agreement, 2016, (i) 28,746,664 there were 1,257,938 shares of Company Common Stock were issued and outstanding; outstanding (iinot including 2,180,562 shares of Company Common Stock held by the Company as treasury stock) and no shares of Company Preferred Stock were issued or outstanding. The issued and outstanding; (iii) 4,826,402 outstanding Company Shares were held by Common Stock as of the Company in its treasury; (iv) an aggregate date of 4,390,772 this Agreement included 5,009 shares of unvested restricted stock (the “Restricted Company Stock were reserved for issuance Stock”) issued pursuant to outstanding awards the Company’s Amended and rights Restated Recognition and Retention Plan (the “Retention Plan”), 114,139 shares allocated under the Company Stock Plans ESOP provisions of the 401(k) Plan, and all Share Equivalents (v) under if any). As of the Company Stock Plansdate of this Agreement, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all no shares of Company Common Stock that may be issued pursuant to the or Company Preferred Stock reserved for issuance upon exercise of outstanding Company Stock Awards stock options, warrants, rights or vesting similar instruments, and there were no shares of restricted stock outstanding except those specified above. All of the issued and outstanding shares of Company RSU Awards will be (when issued in accordance with the terms thereof), Common Stock have been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights, with no personal liability attaching to the ownership thereof. Except as reflected in Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstandingSchedule, the type Company does not have and is not bound by any outstanding subscriptions, options, warrants, rights, calls, commitments or agreements of Company Stock Award granted, any character calling for the number purchase or issuance of any shares of Company Common Stock subject to such or Company Preferred Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations other equity security of the Company or any of its Subsidiaries securities representing the right to purchase, redeem purchase or otherwise acquire receive any shares of Company Securities. There are no bonds, debentures, notes Common Stock or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Preferred Stock or any other equity interest security of the Company. The Retention Plan terminated pursuant to its terms in October 2007, and no additional shares of Company Common Stock are available for grants thereunder. Other than as a result of any forfeitures, there are no additional shares of Company Common Stock available for allocation under the ESOP provisions of the 401(k) Plan. As of the date of this Agreement, the names of the holders of unvested Restricted Company or such Subsidiary. All outstanding securities Stock and the number of shares thereof held by each of them on the date of this Agreement are set forth in Section 4.2(a) of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsDisclosure Schedule.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 20,000,000 shares of Company Common Stock. As of April 13, 2010, (the “Company Capitalization Date”) (i) 9,610,373 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26, 2016, (i) 28,746,664 shares of Company Common Stock were are issued and outstanding; , all of which are duly authorized, validly issued, fully paid and nonassessable and free from preemptive rights, whether statutory, contractual or otherwise, with no personal liability attaching to the ownership thereof, (ii) no shares of Company Preferred Common Stock were issued and outstanding; are held in the treasury of the Company, (iiiiii)(A) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 100,000 shares of Company Common Stock were reserved and available for issuance pursuant to outstanding Company Options, with the grant date, vesting terms and exercise price per share of Company Common Stock for each Company Option set forth on Section 3.3(a) of the Company Disclosure Letter, and (B) 16,250 shares of Company Common Stock were reserved and available for issuance pursuant to outstanding awards of Company Restricted Shares and rights under the Company Restricted Stock Units, in each case with respect to clauses (A) and (B) issued pursuant to Company Stock Plans and Plans, (viv) 173,700 shares of Company Common Stock were granted in the form of Company Restricted Shares under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any (v) no other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, reserved for issuance other than as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items provided in clauses (A), (Biii) and (Civ), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no No bonds, debentures, notes or other indebtedness having voting rights or securities of the Company that have the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote (“Voting Debt”) are outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued or outstanding. Section 3.3(a) of the Company Disclosure Letter sets forth a true, complete and correct list of (x) the aggregate number of shares of Company Common Stock issuable upon the exercise of each Company Option and settlement of each Company Restricted Stock Unit granted under the Company Stock Plans and the weighted average exercise price for the Company Options, and (y) all other rights to purchase any Voting Debt, issued or unissued capital stock of the Company and the Company Subsidiaries, or obligating the Company or any of the Company Subsidiaries to issue, grant or sell any Voting Debt, shares of capital stock of, or other equity interests in, or securities convertible into securities having such rights) with respect equity interests in, the Company or any of the Company Subsidiaries. Other than the Company Options, the Company Restricted Stock Units and the Top-Up Option, no other options to purchase Company Common Stock or equity-based awards of the Company or any Company Subsidiary issued and are outstanding. There Since the Company Capitalization Date, the Company has not (A) issued or repurchased any shares of Company Common Stock, Voting Debt or other equity securities of the Company, other than the issuance of shares of Company Common Stock in connection with the exercise of Company Options or settlement of the Company Restricted Stock Units, in each case, granted under the Company Stock Plans, or (B) other than the Top-Up Option, issued or awarded any options, stock appreciation rights, restricted shares, restricted stock units, deferred equity units, awards based on the value of Company capital stock or any other equity-based awards under any of the Company Stock Plans or otherwise. All shares of Company Common Stock subject to issuance as described above shall, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, be duly authorized, validly issued, fully paid and nonassessable and free from preemptive rights, whether statutory, contractual or otherwise, with no personal liability attaching to the ownership thereof. Except as set forth on Section 3.3(a) of the Company Disclosure Letter, there are no (i) voting trusts or other agreements or understandings to which obligations of the Company or any of its the Company Subsidiaries is a party with respect to the voting repurchase, redeem or otherwise acquire any Voting Debt, shares of Company Common Stock or any capital stock of any of the Company Subsidiaries or (ii) outstanding contractual obligations any securities representing the right to provide funds to purchase or otherwise receive any Voting Debt, shares of Company Common Stock or any capital stock of any of the Company Subsidiaries, or make any investment (in the form of a loan, capital contribution or otherwise) in any of the Company Subsidiaries or any other Person, or pursuant to which the Company or any of the Company Subsidiaries is or could be required to register shares of Company Common Stock, Voting Debt or other securities under the Securities Act. There are no voting trusts, proxies or other agreements, commitments or understandings of any character to which the Company or any Company Subsidiary is a party or by which any of them is bound with respect to the holding, voting or disposition of any shares of capital stock of the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsSubsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 35,000,000 shares of Company Common Stock, and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share, of which 160,000 are designated shares of Cumulative Convertible Redeemable Preferred Stock and 10,000,000 100,000 are designated shares of Series B Junior Participating Preferred Stock (the stock referred to in clause (ii), “Company Preferred Stock”). At the close of business on July 26February 2, 20162006, (i) 28,746,664 14,860,728 shares of Company Common Stock were issued and outstanding; outstanding (excluding shares of Company Common Stock were held by the Company in its treasury), (ii) 1,612,376 shares of Company Common Stock were held by the Company in its treasury, (iii) 5,582,671 shares of Company Common Stock were reserved for issuance under the Company Stock Plans (of which 1,425,728 shares of Company Common Stock were subject to outstanding Options granted under the Company Stock Plans), and (iv) no shares of Company Preferred Stock were issued and or outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), have been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights. Included in Section 4.2(a3.2(a) of the Company Disclosure Letter contains Schedule is a true, correct and complete list, as of the date hereofFebruary 2, 2006, of all outstanding options or other rights to purchase or receive shares of Company Common Stock granted under the Company Stock AwardsPlans or otherwise, indicating as applicableand, with respect to for each Company Stock Award then outstanding, the type of Company Stock Award grantedsuch option or other right, the number of shares of Company Common Stock subject to such Company Stock Awardthereto, the date terms of grantvesting, exercise or purchase price the grant and expiration dates and exercise price thereof and the name of the holder thereof. Except for Since December 31, 2004, the Company Stock Awardshas not issued any shares of its capital stock, there are on the date hereof no outstanding (A) voting securities of the Company or equity interests, or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, voting securities or equity interests, other than pursuant to the outstanding options referred to above in this Section 3.2(a). Except (A) as set forth above in this Section 3.2(a) or (B) as otherwise expressly permitted by Section 5.2 hereof, as of the date of this Agreement there are not, and as of the Effective Time there will not be, any shares of capital stock or stock, voting securities or ownership equity interests in of the CompanyCompany issued and outstanding or any subscriptions, (B) options, warrants, calls, pre-emptive convertible or exchangeable securities, rights, subscriptions, rights commitments or other agreements or commitments requiring of any character providing for the Company to issue, or other obligations issuance of the Company to issue, any shares of capital stock, voting securities or other ownership equity interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred including any representing the right to collectively as “Company Securities”) purchase or (D) obligations by the Company or otherwise receive any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations For purposes of the Company or any of its Subsidiaries to purchasethis Agreement, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws.

Capitalization. The Company’s authorized Equity Interests consist of (ai) The authorized capital 60,000,000 shares of common stock of the which (A) 53,000,000 have been designated as Company consists of 200,000,000 shares of Company Class A Common Stock and 10,000,000 (B) 7,000,000 have been designated as Company Class B Common Stock; and (ii) 30,000,000 shares of preferred stock of which (A) 22,500,000 have been designated Company Series A Preferred Stock, (B) 10 have been designated Company Series C Preferred Stock, (C) 3,500,000 have been designated Company Series X Preferred Stock and (D) 100,000 have been designated Company Series Y Preferred Stock. At the close of business on July 26, 2016, (i) 28,746,664 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, Exhibit C sets forth the number of shares of Company Common Stock subject to such Company Stock Awardeach Equity Interest that are issued and outstanding and the number of shares of each Equity Interest that are held in treasury. All of the Outstanding Shares: (1) have been duly authorized and are validly issued, the date fully paid, and non-assessable, (2) were issued in compliance with all applicable state and federal securities Laws, (3) were not issued in Breach of grantany Commitments, exercise or purchase price (4) are held in book-entry form and expiration thereof. Except for the Company Stock Awardsare uncertificated, there are on and (5) as of the date hereof are held of record and owned beneficially by the Sellers as set forth in Exhibit C. The Company has no Commitments outstanding and has no obligation to issue any Commitments. Except as set forth on Schedule 4.5(a), (Ai) securities no additional Commitments will arise in connection with the Transactions, (ii) there are no Contracts with respect to the voting or transfer of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company’s Equity Interests, and (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests iniii) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company is not obligated to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any of its outstanding Equity Interests. All Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to Class B Common Stock that has been repurchased by the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have has been offered and issued repurchased in compliance in all material respects with all applicable securities laws, including agreements executed in connection with the Securities Act and “blue sky” lawsissuance of such Company Class B Common Stock.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26, 2016, (i) 28,746,664 100,000,000 shares of Company common stock, par value $0.001 per share (the “Common Stock”), and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). As of December 31, 2006 (A) 17,547,706 shares of Common Stock were issued and outstanding; , (iiB) no shares of Company Preferred Stock were issued and outstanding, (C) no shares of Common Stock were issued and held in the treasury of the Company or otherwise owned by the Company, (D) 2,218,543 shares of Common Stock were issuable upon the exercise of all outstanding Company Options and (E) 99,884 shares of Common Stock were issuable upon the exercise of Warrants. Since December 31, 2006 and prior to the date hereof, except for 1,593 shares of Common Stock issued pursuant to the exercise Company Options, the Company has not issued any shares of Common Stock or shares of Preferred Stock. Since December 31, 2006 and prior to the date hereof, the Company has not issued any Company Options to purchase shares of Common Stock. Section 3.2(a) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date hereof, of: (i) all Company Stock Plans, indicating for each Company Stock Plan, the number of Shares issued under such Company Stock Plan, the number of Shares subject to outstanding Company Options, SARs and RSUs (collectively, the “Company Stock Rights”) and Restricted Stock under such Company Stock Plan; and (iiiii) 4,826,402 all outstanding Company Stock Rights and Restricted Stock, indicating with respect to each (1) the name of the holder thereof, (2) the Company Stock Plan under which it was granted, (3) the number of Shares were held by subject to such Company Stock Right or Restricted Stock and the portion of which that is vested as of the date hereof, (4) the exercise price and the date of grant thereof, (5) the date upon which such Company Stock Right or Restricted Stock would normally be expected to expire absent termination of employment or other acceleration and (6) whether or not such Company Option is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code. All of such Company Stock Rights and Restricted Stock have been granted to service providers of the Company in its treasury; (iv) an aggregate the ordinary course of 4,390,772 shares of Company Stock were reserved for issuance business pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding . The Company Options to does not have any stock purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards plans with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have beenshares of the Company’s capital stock are, and all shares of Company Common Stock that Shares which may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards Rights and Warrants will be (be, when issued in accordance with the terms thereof), duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, prenon-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsassessable.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock 100,000,000 Shares and 10,000,000 shares of Company preferred stock, $.001 par value per share (the "Preferred StockShares"). At the close As of business on July 26March 17, 20161997, (i) 28,746,664 shares of Company Common Stock were 66,737,327 Shares are issued and outstanding; , all of which are validly issued, fully paid and nonassessable, (ii) no shares Shares are held in the treasury of Company Preferred Stock were issued and outstanding; the Company, (iii) 4,826,402 Company 4,855,755 Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were are au- thorized and reserved for future issuance pursuant to outstanding awards and rights Company Options issued under the Company Stock Plans Option Plans, (v) ap- proximately 21,230 Shares are authorized and reserved for fu- ture issuance pursuant to Company Purchase Plan Options issued under the Company Stock Purchase Plan, and (v) under the 1,000 Preferred Shares, designated as Series A Redeemable, Non-Voting Preferred Stock, par value $.001 per share ("Series A Preferred Shares"), are issued and outstanding. The Company Stock Plans, there were has previously fur- nished to Parent a detailed schedule of outstanding Company Options and Company Purchase Plan Options, including, where available, the exercise prices and existing provisions there- fore. Except as provided in this Section 4.2 and Section 6.9, and except for any rights of Parent pursuant to prior agree- ments between Parent and the Company, (A) no subscription, war- rant, option, convertible security or other right (contingent or otherwise) to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued or acquire any shares of its capital stockstock of the Company is authorized or outstanding, (B) the Com- pany has granted any options, restricted stock, stock appreciation rights, warrants no obligation (contingent or rights or entered into any other agreements or commitments otherwise) to issue any shares of its capital stocksubscription, warrant, option, convertible security or granted any other awards in respect such right or to issue or distribute to holders of any shares of its capital stock any evidence of indebtedness or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock assets of the Company, being referred to collectively as “Company Securities”and (C) or (D) obligations by the Company has no obligation (contingent or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries otherwise) to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company shares of its capital stock or any Company Subsidiary issued and outstanding. There are no (i) voting trusts interest therein or other agreements or understandings to which the Company or pay any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to dividend or make any investment (other distribution in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsrespect thereof.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 100,000,000 shares of Company Common Stock and 10,000,000 shares of Company preferred stock, par value $.01 per share, of which 800,000 shares were designated as Series A Junior Participating Preferred Stock ("Series A Stock"). At As of the close of business on July 26, 2016date hereof, (ia) 28,746,664 35,728,998 shares of Company Common Stock were issued and 34,772,342 were issued and outstanding, all of which were validly issued, fully paid and nonassessable; (ii) no shares of Company Preferred Series A Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 3,841,504 shares of Company Common Stock were reserved for issuance upon exercise of outstanding stock options (the "Company Stock Options") granted pursuant to outstanding awards and rights the Company's stock option plans (the "Company Stock Option Plans"); (iv) 1,430,000 shares of Common Stock were reserved for issuance upon exercise of options available for grant under the Company Stock Plans and Option Plan; (v) under 35,728,998 preferred stock purchase rights (the Company Stock Plans, there "Purchase Rights") were outstanding Company Options to purchase 2,576,792 shares of Company Common Stockissued and 34,772,342 Purchase Rights were issued and outstanding, and outstanding Company RSU Awards with respect the rights agreement pursuant to 1,813,980 shares of Company Stock. From such date until which the date hereof, neither Purchase Rights have been issued has been amended to exclude the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any Merger and the other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, Transactions as triggering events thereunder; and all (vi) 956,656 shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rightswere held as treasury shares. Section 4.2(a) All of the Company Disclosure Letter contains a true, correct Stock Options have been duly and complete list, as of the date hereof, of validly authorized and issued in compliance with all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price federal and expiration thereofstate securities laws and regulations. Except for the Company Stock Awardsas set forth above or in Schedule 3.2, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring of the Company were issued, reserved for issuance or outstanding. Except as set forth above or in Schedule 3.2, there are no options or agreements relating to the issued or unissued capital stock of the Company or any Company Subsidiary, or obligating the Company or any Company Subsidiary to issue, transfer, grant or sell any shares of capital stock of, or other obligations of the Company to issueequity interests in, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for any capital stock or voting securities or other ownership equity interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any Company Subsidiary. Except for required repurchases of its Subsidiaries options or stock upon termination of employment to make any payments based on the price or value of the shares of Company Common Stock. There are extent required by agreements in effect on the date hereof hereof, there are no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to purchaserepurchase, redeem or otherwise acquire any shares of Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company Common Stock or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting shares of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws.

Capitalization. (a) The authorized capital stock of the Company consists solely of 200,000,000 30,000,000 shares of Company Class A Common Stock, 5,000,000 shares of Company Class B Common Stock and 10,000,000 3,000,000 shares of Company Preferred Stock. At As of the close of business on July 26, 2016date hereof, (i) 28,746,664 a total of 19,675,128 shares of Company Class A Common Stock were issued and outstanding; , (ii) no shares of Company Class B Common Stock were issued and outstanding or held by the Company as treasury shares, (iii) no shares of Company Preferred Stock were issued and outstanding; outstanding or held by the Company as treasury shares, (iiiiv) 4,826,402 1,462,819 shares of Company Shares Class A Common Stock were held by the Company in its treasury; as treasury shares, (ivv) an aggregate of 4,390,772 888,729 shares of Company Class A Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to upon the exercise of outstanding Company Stock Awards or vesting Options, (vi) 150,432 shares of Company RSU Awards will be Class A Common Stock were reserved for issuance upon the exercise of outstanding Company SARS, (when vii) 1,020,944 shares of Company Class A Common Stock reserved for issuance upon the exercise of the outstanding Company Warrants, (viii) 204,789 shares of Company Class A Common Stock were reserved for issuance upon the settlement of outstanding Company RSUs, (ix) 1,312,279 shares of Company Class A Common Stock were reserved pursuant to future grants under the Company Option Plans and (x) no other shares of Company Capital Stock were issued, reserved for issuance or outstanding. The Company has not designated, authorized or issued any shares of capital stock other than the Company Capital Stock. Except as set forth in accordance with the terms thereofSection 3.2(b), duly authorized Section 3.2(c) and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a3.2(d) of the Company Disclosure Letter contains a true, correct and complete listSchedule, as of the date hereof, there are no options, restricted stock units, restricted shares, shares of all Company Stock Awardsphantom stock, indicating as applicable, with respect other equity-based awards relating to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Capital Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for whether settled in shares of capital stock Company Capital Stock or voting securities or ownership interests in the Company, (B) optionscash), warrants, puts, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring Contracts of any character to which the Company to issue, is a party or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in by which it is bound (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests inx) the Company (or, in each case, the economic equivalent thereof), (C) obligations of obligating the Company to grant, extend issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock, any options, restricted stock units or warrants to purchase or acquire any Company Capital Stock or other securities of the Company, or any Company Voting Debt, or (y) obligating the Company to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any subscriptionsuch option, restricted stock unit, warrant, rightput, convertible call, right or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsContract.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 200,000,000 shares of Company common stock, par value $0.001 per share (the "Common Stock Stock"), and 10,000,000 (ii) 15,000,000 shares of Company preferred stock, par value $0.001 per share (the "Preferred Stock"). At the close As of business on July 2616, 20162007, (iA) 28,746,664 105,811,082 shares of Company Common Stock were issued and outstanding; , (iiB) no shares of Company Preferred Stock were issued and outstanding; , (iiiC) 4,826,402 121,587 shares of Common Stock were issued and held in the treasury of the Company Shares were held or otherwise owned by the Company in its treasury; Company, (ivD) an aggregate of 4,390,772 35,072,169 shares of Company Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans of which 24,618,041 shares of Common Stock were subject to issuance pursuant to the exercise of outstanding Company Options, and (vE) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 5,093,963 shares of Company Common Stock, and outstanding Company RSU Awards with respect Stock were reserved for issuance pursuant to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockESPP. All of the outstanding Company Shares have beenshares of the Company's capital stock are, and all shares of Company Common Stock that Shares which may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards Options will be (be, when issued in accordance with the terms thereof), duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereofnon-assessable. Except for issuances of Shares pursuant to Company Options and the issuance of Shares under the ESPP, since July 16, 2007, the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into has not issued any Shares or exchangeable for designated or issued any shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Preferred Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) with respect to ("Voting Debt") of the Company or any Company Subsidiary issued and outstanding. There Except for the Company Options described in the first sentence of Section 3.2(b) and Shares issuable under the ESPP, there are no (ix) voting trusts options, warrants, calls, pre-emptive rights, subscriptions or other agreements rights, agreements, arrangements or understandings to which the Company or commitments of any of its Subsidiaries is a party with respect kind, including any stockholder rights plan, relating to the voting of unissued capital stock of the Company or any Company Subsidiary, obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment (iicollectively, "Equity Interests") or (y) outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Shares or any capital stock of, or other Equity Interests in, the Company or any Company Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the No Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsSubsidiary owns any Shares.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 75,000,000 shares of Company common stock, par value $0.001 per share (“Company Common Stock Stock”) and 10,000,000 5,000,000 shares of Preferred Stock, par value of $0.001 per share (“Company Preferred Stock”), of which 300,000 shares have been designated as Series A Preferred Stock. At the close of business on July 26, 2016, the date of this Agreement (i) 28,746,664 15,623,735 shares of Company Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,519 shares of Company Common Stock were held by the Company as treasury stock; (iii) no shares of Company Preferred Common Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by subsidiaries of the Company in its treasuryCompany; (iv) an aggregate of 4,390,772 2,391,580 shares of Company Common Stock were reserved for issuance pursuant upon the exercise of outstanding options to outstanding awards and rights purchase Company Common Stock under the Company 1998 Stock Plans Plan and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all 789,355 shares of Company Common Stock that may be issued were reserved for future issuance pursuant to the 1998 Stock Plan; (v) 200,000 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock Awards or vesting under the 1998 Director Option Plan and 263,731 shares of Company RSU Awards will be Common Stock were reserved for future issuance pursuant to the 1998 Director Option Plan; (when issued in accordance with vi) 101,384 shares of Company Common Stock were reserved for issuance upon the terms thereof), duly authorized exercise of outstanding options to purchase Company Common Stock under the 1994 Incentive Stock Option Plan and validly issued 0 shares of Company Common Stock were reserved for future issuance pursuant to the 1994 Incentive Stock Option Plan; (vii) 6,667 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1987 Restricted Stock Option Plan and are fully paid 0 shares of Company Common Stock were reserved for future issuance pursuant to the 1987 Restricted Stock Option Plan; (viii) 0 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1984 Incentive Stock Option Plan and nonassessable 0 shares of Company Common Stock were reserved for future issuance pursuant to the 1984 Incentive Stock Option Plan; (ix) 98,793 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 2001 Approved Share Option Scheme and are free 63,705 shares of preemptive rightsCompany Common Stock were reserved for future issuance pursuant to the 2001 Approved Share Option Scheme; and (x) 35,000 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Warrants. Section 4.2(a2.3(a) of the Company Disclosure Letter contains a true, correct and complete list, as of Schedule sets forth the date hereof, of all Company Stock Awards, indicating as applicable, following information with respect to each Company Stock Award then outstanding, Option outstanding as of the type date of Company Stock Award granted, this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Stock AwardOption; (iii) the exercise price of such Company Stock Option; (iv) the date on which such Company Stock Option was granted; (v) the applicable vesting schedule; and (vi) whether the exercisability of such Company Stock Option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of acceleration. The foregoing schedule shall also include (i) the address of each option holder; (ii) the plan under which such Company Stock Option was granted; and (iii) whether such Company Stock Option is intended to qualify as an incentive stock option within the meaning of Section 422 of the IRC. Section 2.3(a) of the Company Schedule sets forth the following information with respect to each Company Warrant outstanding as of the date of grant, exercise or purchase price and expiration thereof. Except for this Agreement: (i) the Company Stock Awards, there are on the date hereof no outstanding (A) securities name of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, holder; (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests inii) the Company (or, in each case, the economic equivalent thereof), (C) obligations number of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on Stock subject to such Company Warrant; (iii) the exercise price of such Company Warrant; and (iv) the date hereof no outstanding obligations on which such Company Warrant expires. The foregoing schedule shall also include the address of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securitieseach Warrant holder. There are no bonds, debentures, notes commitments or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or agreements of any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings character to which the Company or is bound obligating the Company to accelerate the vesting of any of its Subsidiaries is Company Stock Option as a party with respect to the voting of capital stock result of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsTransactions.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 200,000,000 (A) 25,000,000 shares of Company Common Stock and 10,000,000 (B) 5,000,000 shares of Company Preferred Stock, of which 35,700 have been designated as Series A Preferred Stock and 5,000 shares have been designated as Series B Preferred Stock. At the close As of business on July 26December 23, 20161998, (i) 28,746,664 5,569,983 shares of Company Common Stock were issued and outstanding; , (ii) 35,700 shares of Series A Preferred Stock were issued and outstanding, (iii) 5,000 shares of Series B Preferred Stock were issued and outstanding, (iv) no shares of Company Common Stock or shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by in the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All treasury of the outstanding Company Shares have beenCompany, and all (vi) no shares of Company Common Stock that may be issued or Company Preferred Stock were held by Company Subsidiaries, (vii) 4,972,434 shares of Company Common Stock were reserved for future issuance upon conversion of the outstanding shares of Company Preferred Stock, (viii) 849,083 shares of Company Common Stock were reserved for future issuance pursuant to the outstanding Company Options, and (ix) 345,939 shares of Company Common Stock were reserved for future issuance upon exercise of Company Warrants. No material change in the capitalization of the Company has occurred between December 23, 1998 and the date hereof. No other capital stock of the Company is authorized or issued. All issued and outstanding shares of the Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof)are duly authorized, duly authorized and validly issued and are issued, fully paid and nonassessable and are free of preemptive rightsnon-assessable. Section 4.2(a) of Except as set forth in the Company Disclosure Letter contains a true, correct and complete listSecurities Filings (as hereinafter defined) filed prior to the date of this Agreement or as otherwise contemplated by this Agreement, as of the date hereof, there are no outstanding rights, subscriptions, warrants, puts, calls, unsatisfied preemptive rights, options or other agreements of all Company Stock Awards, indicating as applicable, with respect any kind relating to each Company Stock Award then any of the outstanding, the type of Company Stock Award granted, the number of authorized but unissued or treasury shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise capital stock or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities any other security of the Company Company, and there is no authorized or outstanding security of any kind convertible into or exchangeable for shares of any such capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests security. Except as disclosed in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred Securities Filings filed prior to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof of this Agreement, there are no outstanding obligations obligations, contingent or other, of the Company or any of its Subsidiaries Company Subsidiary to purchaserepurchase, redeem or otherwise acquire any shares of Company Securities. There are no bonds, debentures, notes Common Stock or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or capital stock of any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the any such Company or any of its Subsidiaries in exchange for ownership of Common Stock Subsidiary or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsentity.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 35,000,000 shares of Company Common Stock and 10,000,000 1,666,667 shares of Company Preferred Stock, 3,000 of which are designated as Series A Junior Participating Preferred Stock. At the close of business on July 26June 1, 20162015, (i) 28,746,664 27,802,976 shares of Company Common Stock were issued and outstanding; , (ii) no shares of Company Common Stock were held by the Company in its treasury, (iii) 138,000 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Options, and (iv) no shares of Company Preferred Stock were issued and or outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), have been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights. Section 4.2(a) 2.3 of the Company Disclosure Letter contains Schedule sets forth a true, complete and correct and complete list, as of the date hereofclose of business on June 1, 2015, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award grantedOptions, the number of shares of Company Common Stock subject to such Company Stock Awardthereto, the date of grantgrant dates, expiration dates and the exercise or purchase price and expiration thereofbase prices. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with With respect to the Company or any Company Subsidiary issued and outstanding. There are no Options, (i) voting trusts or other agreements or understandings to each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board, or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or committee thereof, (ii) outstanding contractual obligations to provide funds to or make any investment each such grant was made in accordance with the terms of the applicable Company Option Plan, the Exchange Act and all other applicable Law, (in iii) the form per share exercise price of each Company Option was not less than the fair market value of a loan, capital contribution or otherwise) in the share of Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in on the Company or applicable Grant Date, and (iv) each such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance grant was properly accounted for in all material respects in accordance with all applicable securities laws, GAAP in the financial statements (including the Securities Act and “blue sky” lawsrelated notes) of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 15,000,000 shares of Company Common Stock and 10,000,000 Stock, 1,000,000 shares of Company Class A Common Stock, par value $.01 per share ("COMPANY CLASS A COMMON STOCK"), and 750,000 shares of Preferred Stock, par value $.01 per share, of which 80,000 shares have been designated as Series A Junior Participating Preferred Stock ("COMPANY PREFERRED STOCK"). At As of the close of business on July 26September 30, 20161999, (i) 28,746,664 5,779,720 shares of Company Common Stock were issued and outstanding; , (ii) no shares of Company Class A Common Stock or Company Preferred Stock were issued and outstanding; , (iii) 4,826,402 735,000 shares of Company Shares Common Stock were held by in the Company in its treasury; treasury of the Company, (iv) an aggregate of 4,390,772 no shares of Company Class A Common Stock and no shares of Company Preferred Stock were held in the treasury of the Company, (v) 929,904 shares of Company Common Stock were reserved for issuance pursuant to the exercise of outstanding awards and rights under the options to purchase Company Stock Plans Common Stock; and (vvi) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 80,000 shares of Company Common Stock, and outstanding Company RSU Awards Preferred Stock were reserved for issuance in connection with respect the rights (the "RIGHTS") to 1,813,980 purchase shares of Company StockPreferred Stock issued pursuant to the Rights Agreement, dated as of January 16, 1997, as amended (the "RIGHTS AGREEMENT"), between the Company and LaSalle National Bank, as Rights Agent. From such date until Between September 30, 1999 and the date hereofof this Agreement, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any no shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all except for 1,117 shares of Company Common Stock that may be issued upon the exercise of options granted pursuant to the exercise Company Option Plans (as defined below). As of the date of this Agreement all outstanding Company Stock Awards or vesting shares of Company RSU Awards Common Stock are, and immediately prior to the Effective Time all outstanding shares of Company Common Stock will be (when issued in accordance with the terms thereof)be, duly authorized and validly issued and are issued, fully paid and nonassessable and are free of any preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests insimilar) the Company (orright. As used herein, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws."

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 40,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). At the close of business on July 26March 9, 20162016 (the “Capitalization Date”), (i) 28,746,664 47,049,217 shares of Company Common Stock were issued and outstanding; outstanding (including 25,860 Company Restricted Shares), (ii) 727,997 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plan, (iii) 1,470,457 shares of Company Common Stock were subject to Company Stock Options, (iv) Company RSUs were outstanding pursuant to which a maximum of 350,677 shares of Company Common Stock could be issued, (v) Company DSUs were outstanding pursuant to which a maximum of 1,630 shares of Company Common Stock could be issued, (vi) a maximum of 264,218 shares of Company Common Stock could be issued under performance stock unit awards (each a “PSU Award”), (vii) 978,006 shares of Company Common Stock were reserved and available for purchase under the Company’s Employee Stock Purchase Plan (the “Company ESPP”) and (viii) no shares of Company Preferred Stock were issued and or outstanding; (iii) 4,826,402 Company Shares were held by . Since the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until Capitalization Date through the date hereofof this Agreement, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the issued any Company convertible into Securities or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, incurred any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries obligation to make any payments based on the price or value of the any Company Securities or (B) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any shares of Company Common Stock. There are on the date hereof no outstanding obligations Company’s capital stock, other than, in each case, pursuant to the lapsing of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) forfeiture conditions with respect to Company Restricted Shares, the vesting of Company RSUs and PSU Awards, the exercise of Company Stock Options or any Company Subsidiary issued and outstanding. There are no (i) voting trusts the forfeiture or other agreements or understandings to which the Company or any withholding of its Subsidiaries is a party taxes with respect to the voting of capital stock of the Company Stock Options, Company Restricted Shares, Company RSUs, Company DSUs or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsPSU Awards.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of 5,000,000 Company Class A Common Stock Shares and 10,000,000 shares of 145,000,000 Company Preferred StockClass B Common Shares. At the close of business on July 26August 8, 20162000, (ia) 28,746,664 shares of 5,000,000 Company Class A Common Stock Shares and 82,314,377 Company Class B Common Shares were issued and outstanding; outstanding (iiof which 4,000,000 Company Class A Common Shares and 57,078,274 Company Class B Common Shares were held, beneficially or of record, by Dakota Holdings), (b) no shares of Company Preferred Stock were issued Class A Common Shares and outstanding; (iii) 4,826,402 no Company Class B Common Shares were held by the Company in its treasury; , (ivc) an aggregate of 4,390,772 shares of no Company Stock Class A Common Shares and 500,000 Company Class B Common Shares were reserved for issuance pursuant to outstanding awards and rights under the Pepsi-Cola Puerto Rico Qualified Stock Option Plan, (d) no Company Stock Plans Class A Common Shares and (v) 500,000 Company Class B Common Shares were reserved for issuance under the Pepsi-Cola Puerto Rico Non-Qualified Stock Option Plan, (e) no Company Class A Common Shares and 4,000,000 Company Class B Common Shares were reserved for issuance under the PepsiAmericas, Inc. 1999 Stock PlansOption Plan, there (f) no Company Class A Common Shares and 2,000,000 Company Class B Common Shares were reserved for issuance under the PepsiAmericas, Inc. 2000 Employee Stock Purchase Plan (g) no Company Class A Common Shares and 1,516,667 Company Class B Common Shares were reserved for issuance upon exercise of outstanding Company Options granted to purchase 2,576,792 shares a former employee of the Company and (h) no Company Class A Common Shares and 1,700,000 Company Class B Common Shares were reserved for issuance upon exercise of outstanding Company Warrants, with an average exercise price of $6.875 per share. SECTION 5.3 of the Company Disclosure Statement sets forth a list of all Company Options and Company Warrants outstanding as of June 1, 2000, together, in each case, with the number of Company Common StockShares issuable upon exercise thereof, the grant date, the exercise price and outstanding Company RSU Awards with respect to 1,813,980 shares the name of Company Stockthe record owner thereof. From such date until the date hereofSince June 1, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock2000, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its no shares of capital stock. All stock of the outstanding Company Shares have been, and all shares of Company Common Stock that may be been issued except pursuant to the exercise of options or conversion of convertible securities of the Company outstanding Company Stock Awards or vesting as of Company RSU Awards will be (when issued June 1, 2000 in accordance with the terms thereof). Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding, and there are no phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any capital stock of the Company. All outstanding shares of capital stock of the Company are, and all shares which may be issued will be, when issued, duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and are free of not subject to preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness of the Company having voting rights the right to vote (or convertible into into, or exchangeable for, securities having such rightsthe right to vote) with respect to on any matters on which stockholders of the Company or any Company Subsidiary issued and outstandingmay vote. There Except as set forth above, there are no (i) voting trusts securities, options, warrants, calls, rights, commitments, agreements, arrangements or other agreements or understandings undertakings of any kind to which the Company or any of its Subsidiaries is a party with respect or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the voting Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations of the Company, or any of its Subsidiaries, (i) to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries, (ii) outstanding contractual obligations to provide funds vote or to or make dispose of any investment (in shares of the form capital stock of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership Subsidiaries, (iii) to register any shares of Common Stock capital stock under the Securities Act or any other equity interest in state securities law or (iv) to grant preemptive or antidilutive rights with respect to any capital stock of the Company or such Subsidiary. All outstanding securities any of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsits Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 of: (i) 100,000,000 shares of Company Common Stock Stock, and 10,000,000 (ii) 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share (the “Company Preferred Stock”). At As of the close of business on July 26August 15, 20162022, (i) 28,746,664 57,086,992 shares of Company Common Stock were issued and outstanding; outstanding (ii) including 0 shares of Company Restricted Stock), 6,806,598 shares of Company Common Stock were held by the Company as treasury shares, and no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by . Except for the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plansforegoing, there were are no other classes of capital stock of the Company. All of the issued and outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares Stock have been, and all of the shares of Company Common Stock that may be issued pursuant to any of the exercise of outstanding Company Stock Awards Compensatory Awards, the Company Benefit Plans or vesting of the Company RSU Awards ESPP will be (be, when issued in accordance with the respective terms thereof), duly authorized and validly issued issued, and are are, or will be when issued, fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) As of the close of business on August 15, 2022, Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect Options relating to each Company Stock Award then outstanding, the type 1,122,561 shares of Company Stock Award grantedCommon Stock, the number of Company DSUs relating to 2,457,569 shares of Company Common Stock subject to such and Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment RSUs relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the 1,220,376 shares of Company Common Stock were subject to issuance pursuant to outstanding Company Compensatory Awards, other than Company Restricted Stock, and 956,480 shares of Company Common Stock were reserved for issuance under the Company ESPP. There are From the close of business on August 15, 2022, through the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchasethis Agreement, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no there have been (i) voting trusts or other agreements or understandings to which the no issuances of any Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Common Stock, Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Preferred Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities Securities of the Company have been offered other than issuances of Company Common Stock (A) pursuant to the exercise, vesting or settlement, as applicable, of any Company Compensatory Awards outstanding as of the close of business on August 15, 2022, in accordance with the terms of such Company Compensatory Awards or (B) under the Company ESPP in accordance with its terms and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws(ii) no grants of any Company Compensatory Awards or other equity or equity-based awards.

Capitalization. (a) The Company is solely authorized capital stock to issue 50,000,000 shares of Company Common Stock. As of the Company consists of 200,000,000 date hereof, there were 14,296,773 shares of Company Common Stock issued and 10,000,000 shares of Company Preferred Stockoutstanding (the "Outstanding Common Shares"). At the close of business on July 26, 2016, (i) 28,746,664 The Outstanding Common Shares include 25,000 shares of Company Common Stock which were initially issued to Jack L. York as restricted shares, all of which restrictions have xxxxxx. The Outstanding Common Shares do not include any restricted shares issued to any other director of the Company. If the Effective Time of the Merger occurs prior to August 31, 1997, any restricted shares outstanding on the date hereof, other than the restricted shares owned by Jack L. York, will, by their terms, be forfeited and outstanding; (ii) no shares deemed not tx xx xxtstanding as of Company Preferred Stock were issued the Effective Time of the Merger. All of the Outstanding Common Shares have been fully paid, have been validly issued, and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 are nonassessable. No shares of Company Common Stock, Stock have been issued in violation of the preemptive rights of any person or entity and outstanding Company RSU Awards the holders of Outstanding Common Shares do not possess preemptive rights. Except with respect to 1,813,980 (i) options covering not more than 633,166 shares of Company Stock. From such date until Common Stock granted pursuant to the date hereofCompany's Incentive and Non-Qualified Stock Option Plan (the "Stock Option Plan"), neither (ii) warrants covering up to 1,083,317 shares of Company Common Stock which were granted to former holders of Swiss bonds at an exercise price of $.75 per share pursuant to a warrant agreement (the "Swiss Warrant Agreement"), dated June 15, 1993, between the Company nor any and Chemical Trust Company of its Subsidiaries has issued any California, as warrant agent (the "Swiss Warrants"), (iii) warrants to purchase through March 31, 1999 up to 1,530,000 shares of its capital stockCompany Common Stock at an exercise price of $.75 per share (the "First ABG Warrants"), has which First ABG Warrants were granted to Scherer pursuant to an omnibus agreement, dated April 12, 1993, bxxxxxx the Company and Scherer (the "Omnibus Agreement"), (iv) warrants to purchase throxxx Xxxch 31, 2003 up to 4,250,000 shares of Company Common Stock at an exercise price of $.75 per share (the "Second ABG Warrants"), which Second ABG Warrants were granted to Scherer pursuant to the Omnibus Agreement, (v) warrants to purchaxx xxxxugh March 31, 1999 up to 800,000 shares of Company Common Stock at an exercise price of $.75 per share (the "Current Warrants"), which Current Warrants were granted to Scherer pursuant to a warrant agreement dated April 12, 1993, (vi) x xxxvertible secured promissory note in the principal amount of $700,000 entitling the holder thereof to acquire up to 1,000,000 shares of Company Common Stock upon conversion thereof (the "Convertible Note"), which Convertible Note was issued to Scherer Capital, LLC on March 28, 1996 and which currently is ownxx xx Xobert P. Scherer, Jr., (vii) stock options covering up to 50,000 xxxxxx xx Xxxxxxx Xxxmon Stock granted by the Company to David Hagelstein at an exercise price of $.75 per share (the "Conxxxxxxx Xxxxxxx"), the terms of which Consultant Options are reflected in an option agreement, dated August 26, 1993, (viii) options granted pursuant to a settlement agreement dated April 30, 1995 (the "Settlement Agreement"), which options (the "Settlement Options") entitle the holders thereof to purchase up to 200,000 shares of Company Common Stock at an exercise price of $1.00 per share, which price is payable by reducing amounts otherwise payable by the Company, (ix) Warrants to purchase through September 30, 1997 up to 10,000 shares of Company Common Stock at an exercise price of $4.00 per share (the "ITT Warrants"), which ITT Warrants were granted to ITT Commercial Finance Corporation pursuant to a warrant agreement dated October 1, 1992 (the "ITT Warrant Agreement"), (x) warrants to purchase through December 20, 1997 up to 75,326 shares of Company Common Stock at an exercise price of $1.50 per share (the "Russell Warrants"), which Russell Warrants were granted to Robert X. Xxxsell pursuant to a xxxxxxx agreement dated November 00, 0000 (xxx "Xxssell Warrant Agreement"), and (xi) certain rights (the "Rights") xxxxted pursuant to the Company's Rights Agreement, dated as of August 8, 1991, between the Company and Bank of America National Trust & Savings Association, as amended (the "Rights Agreement"), the Company does not have outstanding any optionsoptions or warrants to purchase, restricted stockor contracts to issue, stock appreciation rights, warrants or rights contracts or entered into any other agreements or commitments rights entitling anyone to issue any shares of its capital stockacquire, or granted any other awards in respect of any shares of its capital stock of any class or has splitkind, combinedor securities convertible into or exchangeable for such shares. In light of commitments made by Robert P. Scherer, subdivided or reclassified any of its shares of capital stock. All Jr. and Scherer to VSI in the Inducement Agreexxxxx xxxx xxxxxxx xx the Cxxxxxxxble Note, the First ABG Warrants, the Second ABG Warrants and the Current Warrants, immediately prior to the Effective Time of the Merger the outstanding Company Shares have been, and all shares of Company Common Stock that shall not exceed the above-mentioned 14,296,773 Outstanding Common Shares plus (a) up to 633,166 shares of Company Common Stock which may be issued between the date hereof and the Closing Date upon the exercise of options previously granted pursuant to the Option Plan, (b) up to 1,083,317 shares of Company Common Stock which may be issued between the date hereof and the Closing Date upon exercise of outstanding Company Stock Awards or vesting the Swiss Warrants, (c) up to 800,000 shares of Company RSU Awards will Common Stock which may be (when issued in accordance with by the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) Company upon the exercise of the Current Warrants, (d) the 1,000,000 shares of Company Common Stock to be issued upon conversion of the Convertible Note, (e) up to 50,000 shares of Company Common Stock which may be issued upon the exercise of the Consultant's Options, (f) up to 200,000 shares of Company Common Stock which may be issued upon the exercise of the Settlement Options, (g) up to 10,000 shares of Company Common Stock which may be issued upon exercise of the ITT Warrants and (h) up to 75,326 shares of Company Common Stock which may be issued upon exercise of the Russell Warrants. The Disclosure Letter contains a true, correct complete and complete list, as axxxxxxx schedule setting forth the names of each holder of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstandingoptions currently outstanding under the Option Plan ("Plan Options" or "Employee Options"), the type of Company Stock Award grantedFirst ABG Warrants, the Second ABG Warrants, the Current Warrants, the Convertible Note, the Consultant's Options, the Settlement Options, the ITT Warrants and the Russell Warrants, the number of shares of Company Common Stock subject cuxxxxxxx issuable to each such holder pursuant to such Company Stock Awardoptions, warrants and Convertible Note (after giving effect to the anti-dilution provisions applicable thereto), the date current exercise price of granteach of such options, exercise warrants and Convertible Note (after giving effect to the anti-dilution provisions applicable thereto), the dates on which each such option or purchase price warrant granted to such holder becomes exercisable (or if such option becomes exercisable in installments, the dates and expiration thereof. Except for the Company Stock Awards, there are on percentages applicable to such installments) and the date hereof no outstanding (A) securities on which each such option or warrant terminates. The Company has amended its Rights Agreement in such a manner that the execution of this Agreement and the consummation of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations Merger will not cause any of the Company Rights to issue, any capital stock, voting securities become exercisable with or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) without the Company (or, in each case, the economic equivalent thereof), (C) obligations passage of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawstime.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $0.10 per share (the "Company Preferred Stock"). At the close As of business on July 26January 25, 20162001, (i) 28,746,664 62,140,955 shares of Company Common Stock were issued and outstanding, including the associated Company Rights; (ii) no shares of Company Preferred Stock were issued and or outstanding; (iii) 4,826,402 1,282,052 shares of Company Shares Common Stock were held by in the Company in its treasurytreasury of the Company; (iv) an aggregate of 4,390,772 no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 10,987,128 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 287,700 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's Employee Stock Purchase Plan (the "Purchase Plan"); (vii) a sufficient number of shares of Company Preferred Stock were reserved for issuance upon exercise of Company Rights issued pursuant to the Company Rights Agreement; and (viii) a sufficient number of shares of Company Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company StockOption Agreement. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All None of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when are subject to, nor were they issued in accordance with the terms thereof)violation of any, duly authorized purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. Except as set forth above and validly issued and are fully paid and nonassessable and are free of preemptive rights. in Section 4.2(a2.3(a) of the Company Disclosure Letter contains a true, correct and complete listSchedule, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of no shares of Company Common Stock subject to such Company Stock Awardvoting or non-voting capital stock, the date of grantother equity interests, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) other voting securities of the Company convertible into were issued, reserved for issuance or exchangeable for outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under the Company's Option Plans and the Option Agreement. Section 2.3(a) of the Company Disclosure Schedule lists all outstanding options and warrants to purchase Company Common Stock, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, and all shares which may be issued pursuant to issuethe Option Agreement will be, when issued pursuant to the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to any capital stock, voting securities or other ownership interests in kind of preemptive (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests insimilar) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securitiesrights. There are no bonds, debentures, notes or other indebtedness having of the Company with voting rights (or convertible into into, or exchangeable for, securities having such with voting rights) with respect to the Company or on any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to matters on which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock stockholders of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsmay vote.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 175,000,000 shares of Company Common Stock and 10,000,000 2,000,000 shares of Company preferred stock, $.001 par value per share (of which 200,000 shares are designated Series A Junior Participating Preferred Stock) (the "COMPANY PREFERRED STOCK"). At As of the close of business on July 26February 18, 20162000 (the "COMPANY MEASUREMENT DATE"), (ia) 28,746,664 72,813,826 shares of Company Common Stock were issued and outstanding; , (iib) no shares of Company Preferred Stock were issued and outstanding; , (iiic) 4,826,402 Company Shares were held by the Company had no shares of Company Common Stock held in its treasury; , (ivd) an aggregate of 4,390,772 12,665,428 shares of Company Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Option Plans and the ESPP, (ve) Company Options to purchase 10,687,839 shares of Company Common Stock in the aggregate had been granted and remained outstanding under the Company Stock Option Plans, there were outstanding Company Options (f) no warrants to purchase 2,576,792 shares of Company Common StockStock were outstanding and (g) except for the Company Options, and outstanding Company RSU Awards with respect rights to 1,813,980 the issuance of 199,786 shares of Company StockCommon Stock in the aggregate under the ESPP and rights to purchase shares of Series A Junior Participating Preferred Stock pursuant to the Company Rights Agreement (defined in Section 3.26 hereof), there were no outstanding Rights (defined below). From such date until Except as permitted by Section 5.1(b), since the Company Measurement Date, no additional shares in the Company have been issued, except pursuant to the exercise of Company Options listed in Section 3.3 of the Company Disclosure Letter and the ESPP, and no Rights have been granted. Except as described in the preceding sentence or as set forth in Section 3.3 of the Company Disclosure Letter, the Company has no outstanding bonds, debentures, notes or other securities or obligations the holders of which have the right to vote or which are convertible into or exercisable for securities having the right to vote on any matter on which any stockholder of the Company has a right to vote. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. There are not as of the date hereof, neither the Company nor hereof any of its Subsidiaries has issued any shares of its capital stock, has granted any existing options, restricted stockwarrants, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive issuance rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting convertible securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by rights which obligate the Company or any of its Subsidiaries to make issue, exchange, transfer or sell any payments based on shares in the price or value capital of the Company or any of its Subsidiaries, other than rights to purchase shares of Series A Junior Participating Preferred Stock pursuant to the Company Rights Agreement, Company Common StockStock issuable under the Company Stock Option Plans and the ESPP, or awards granted pursuant thereto (collectively, "RIGHTS"). There are on As of the date hereof hereof, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to purchaserepurchase, reprice, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to shares of the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which capital of the Company or any of its Subsidiaries is a party with respect to Subsidiaries. As of the voting of capital stock date hereof, there are no outstanding contractual obligations of the Company to vote or (ii) outstanding contractual obligations to provide funds to or make dispose of any investment (shares in the form capital of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsSubsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 25,000,000 shares of Company Common Stock and 10,000,000 (ii) 5,000,000 shares of Preferred Stock, par value $.01 per share (“Company Preferred Stock” and together with the Company Common Stock, the “Company Capital Stock”). At As of the close of business on July 26date hereof, 2016, there were outstanding (i) 28,746,664 13,552,073 shares of Company Common Stock were issued (not including any Company Restricted Shares) and outstanding; (ii) no shares of Company Preferred Stock. As of the date hereof, there were outstanding (i) 430,050 Company Restricted Shares and (ii) Company Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) Options to purchase an aggregate of 4,390,772 1,102,539 shares of Company Common Stock (of which Company Stock Options to purchase an aggregate of 634,704 shares of Company Common Stock were exercisable). As of the date hereof, there are 1,102,539 shares of Company Common Stock reserved for issuance pursuant to outstanding awards and rights Company Stock Options under the Company Company’s 2004 Stock Plans Incentive Plan (as amended from time to time, the “2004 Stock Plan”), the 2004 Non-Employee Director Stock Option Plan (as amended from time to time, the “Director Option Plan”), and the Non- Employee Director Stock Option Agreements (v) under as amended from time to time, the Company “Director Option Agreements” and, together with the 2004 Stock Plan, the Director Option Plan, the Director Option Agreements and the ESPP, the “Stock Plans, there were ”). All outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares Capital Stock have been, and all shares of Company Common Capital Stock that may be issued pursuant to the exercise of outstanding Company any Stock Awards Plan or vesting of Company RSU Awards other compensation plan or arrangement will be (be, when issued in accordance with the respective terms thereof), duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights. No Subsidiary of the Company owns, directly or indirectly, any shares of capital stock of the Company. There are no shares of Company Capital Stock held in the Company’s treasury. Section 4.2(a) 4.05 of the Company Disclosure Letter Schedule contains a true, complete and correct and complete list, as list of the date hereof, of all (i) each outstanding Company Stock AwardsOption, indicating as applicable, including with respect to each Company Stock Award then outstandingsuch option, the type holder, date of Company Stock Award grantedgrant, the exercise price, vesting schedule, maximum term and number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) thereto and (C)ii) all outstanding Company Restricted Shares, together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) including with respect to each such share, the Company or any Company Subsidiary issued holder, date of grant and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsvesting schedule.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 45,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of Company preferred stock, par value $.01 per share (the "Preferred Stock" and, together with the Common Stock, the "Company Capital Stock"). At As of the close of business on July 26, 2016date hereof, (i) 28,746,664 15,290,181 shares of Company Common Stock were issued and outstanding; , (ii) 613,895 shares of Common Stock were held in treasury, (iii) no shares of Company Preferred Common Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the any Company in its treasury; Subsidiary and (iv) an aggregate of 4,390,772 no shares of Company Preferred Stock are issued or outstanding. As of the date hereof, there were 386,010 shares of Common Stock authorized and reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockOptions. All of the outstanding shares of Company Shares have beenCapital Stock are, and all shares of Company Common Capital Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards Options will be (be, when issued in accordance with the respective terms thereof), duly authorized and authorized, validly issued and are issued, fully paid and nonassessable non-assessable and are free of not subject to any preemptive or similar rights. Section 4.2(a) None of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into has been issued in violation of any foreign, federal or exchangeable for state securities Laws. Except as set forth above and in Section 2.2(f) below, no shares of capital stock Company Capital Stock, or other equity or voting securities or ownership interests in the Company, (B) or options, warrantswarrants or other rights to acquire any such stock or securities were issued, callsreserved for issuance or outstanding. Since February 9, pre-emptive rights2006, subscriptionsthe Company has not issued any Common Stock other than pursuant to the exercise of Company Options outstanding on such date, has not granted any restricted stock, warrants or other rights to purchase Company Capital Stock or entered into any other agreements or commitments requiring the Company to issueissue any Common Stock and has not split, combined or other obligations of the Company to issue, reclassified any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Capital Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws.

Capitalization. (a1) The Subject to the effectiveness of the Charter Amendment, the authorized capital stock of the Company consists of 200,000,000 15,000,000 shares of Company Common Stock and 10,000,000 200,000 shares of preferred stock, no par value (the “Company Preferred Stock”). At the close As of business on July 26, 2016, (i) 28,746,664 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any there are 4,533,653 shares of its capital stockCommon Stock issued and outstanding, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any 268 shares of its capital stockSeries B Preferred Stock outstanding, 32,668 shares of Series C Preferred Stock outstanding, and 2,635.5462 shares of the Company’s Fixed Rate Non-Voting Perpetual Non-Cumulative Preferred Stock, Series D outstanding, and no other Company Preferred Stock outstanding, and the TARP Warrant allows for the purchase of 508,320 shares of Common Stock by the Treasury at an exercise price of $9.64 per share. As of the date hereof, there are outstanding stock options issued under the Company’s 2003 Stock Option Plan, as amended or granted any supplemented, a copy of which is included in Section 2.2(c)(1) of the Disclosure Schedule, to purchase an aggregate of 192,500 shares of the Common Stock (the “Company Stock Option Plan”). As of the date hereof, other awards than in respect of any the TARP Warrant, awards outstanding under or pursuant to the Company Stock Option Plan and for purposes of the Transactions, no shares of its capital stock Common Stock or has split, combined, subdivided or reclassified any of its shares of capital stockCompany Preferred Stock are reserved for issuance. All of the issued and outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), have been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights, with no personal liability attaching to the ownership thereof. Section 4.2(a) of Except in connection with the Transactions, neither the Company Disclosure Letter contains nor any Company Subsidiary nor any of its or any Company Subsidiaries’ officers, directors, or employees is a trueparty to any right of first refusal, correct and complete listright of first offer, as of the date hereofproxy, of all Company Stock Awardsvoting agreement, indicating as applicablevoting trust, registration rights agreement, or shareholders agreement with respect to each Company Stock Award then outstanding, the type sale or voting of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) any securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no No bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect the right to vote on any matters on which the stockholders of the Company or any Company Subsidiary may vote (“Voting Debt”) are issued and outstanding. There are no (i) voting trusts Except as set forth elsewhere in this Section 2.2(c), or in connection with the Transactions, or as Previously Disclosed, the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, repurchase rights, commitments, or agreements of any character calling for the purchase or issuance of, or securities or rights convertible into or exchangeable or exercisable for, any shares of Common Stock or Company Preferred Stock or any other agreements or understandings to which equity securities of the Company or Voting Debt or any of its Subsidiaries is a party with respect securities representing the right to the voting purchase or otherwise receive any shares of capital stock of the Company (including any rights plan or (ii) outstanding contractual obligations to provide funds to agreement). There are no securities or make any investment (in instruments containing anti-dilution or similar provisions that will be triggered by the form issuance of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership shares of Common Stock or any other equity interest in pursuant to the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsPrimary Investment Transactions.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 200,000,000 50,000,000 shares of Company common stock, $.01 par value per share (the "Common Stock"), 1,000,000 shares of Preferred Stock and 10,000,000 no other shares of Company Preferred Stockcapital stock. At the close As of business on July 26May 6, 20162002, (i) 28,746,664 24,926,411 shares of Company Common Stock were issued and outstanding; . As of April 24, 2002, (i) options to purchase an aggregate of 310,300 shares of Common Stock were outstanding under the Company's 1996 Stock Option Plan (the "1996 Plan"), and (ii) no options to purchase an aggregate of 423,800 shares of Company Preferred Common Stock were issued and outstanding; outstanding under the Company's 2000 Stock Option Plan (iiithe "2000 Plan"). As of the date hereof, (i) 4,826,402 Company Shares were 2,800,000shares of Common Stock are held by the Company in its treasury; (ivii) an aggregate of 4,390,772 no shares of capital stock of the Company are held by the Company's subsidiaries; and (iii) no shares of Preferred Stock were reserved are outstanding or held in the Company's treasury. The Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for issuance pursuant securities having the right to vote) with or separate from the stockholders of the Company on any matter except as set forth in the Company's public filings with the Securities and Exchange Commission. Except as set forth in the Company's public filings with the Securities and Exchange Commission, there are no stock appreciation rights or limited stock appreciation rights outstanding awards and rights other than those attached to options under the Company Stock Plans 1996 Plan and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares 2000 Plan. As of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither except as disclosed in the Company's public filings with the Securities and Exchange Commission, since March 6, 2000, the Company nor any of its Subsidiaries (i) has not issued any shares of its capital stockCommon Stock other than upon the exercise of options issued under the 1996 Plan and the 2000 Plan, and (ii) has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has not split, combined, subdivided combined or reclassified any of its shares of capital stock. All of the issued and outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof)are duly authorized, duly authorized and validly issued and are issued, fully paid and paid, nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as As of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of there are no other authorized shares of Company Common Stock subject to such Company Stock Awardcapital stock of the Company, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in of the Company, (B) and no existing options, warrants, calls, pre-emptive subscriptions, convertible securities, or other rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by which obligate the Company or any of its Subsidiaries subsidiaries to make issue, transfer or sell any payments based on shares of capital stock of, or equity interests in, the price Company or value any of its subsidiaries except as set forth herein or disclosed in the Company's public filings with the Securities and Exchange Commission. As of the shares of Company Common Stock. There date hereof, there are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries subsidiaries to purchaserepurchase, redeem or otherwise acquire any shares of capital stock of the Company Securities. There and there are no bondsperformance awards outstanding under the 1996 Plan, debenturesthe 2000 Plan or any other outstanding stock related awards. As of the date hereof, notes other than the issuance of the Investor Preferred Shares in connection with the transactions contemplated hereunder, and other than upon the exercise of options issued under the 1996 Plan and the 2000 Plan, after the Closing, neither the Company nor any subsidiary of the Company will have any obligation to issue, transfer or other indebtedness having voting rights (or convertible into securities having such rights) with respect to sell any shares of capital stock of the Company or any subsidiary of the Company Subsidiary issued and outstandingpursuant to any benefit plan. There As of the date hereof, there are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawssubsidiaries.

Capitalization. (a) The authorized share capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26, 2016, (ix) 28,746,664 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 500,000,000 shares of Company Common Stock, (y) 100,000,000 shares of Class B common stock, par value $0.001 per share, of the Company and outstanding Company RSU Awards with respect to 1,813,980 (z) 25,000,000 shares of preferred stock, par value $0.001 per share, of the Company. As of June 13, 2016, there were (i) 55,935,827 shares of Company Stock. From such date until the date hereofCommon Stock issued and outstanding, neither no shares of Class B Common Stock of the Company nor any of its Subsidiaries has issued any and outstanding and no shares of its capital stockpreferred stock of the Company issued and outstanding (ii) options to purchase an aggregate of 6,789,421 shares of Company Common Stock issued and outstanding, (iii) 642,340 shares of Company Common Stock underlying the Company's restricted stock unit awards, and (iv) approximately 2,300,000 shares of Company Common Stock reserved for issuance under the Company's employee or director employment, compensation and/or benefit plans, programs, policies, agreements or other arrangements. Since January 1, 2016, (A) the Company has granted any only issued options, restricted stockstock units or other rights to acquire shares of Company Common Stock in the ordinary course of business consistent with past practice and (B) the only shares of capital stock issued by the Company were pursuant to outstanding options, restricted stock appreciation units and other rights to purchase shares of Company Common Stock. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right. Except as set forth above, the Company has not issued any securities, the holders of which have the right to vote with the stockholders of Company on any matter. Except as provided in this Agreement, the Notes and the Indenture and except as set forth in or contemplated by this Section 3.01(b), there are no existing options, warrants, calls, preemptive (or similar) rights, warrants subscriptions or rights or entered into any other rights, agreements or commitments obligating the Company to issue any shares of its capital stockissue, transfer or sell, or granted cause to be issued, transferred or sold, any other awards in respect of any shares of its capital stock of the Company or has splitany securities convertible into or exercisable or exchangeable for such capital stock and there are no current outstanding contractual obligations of the Company to repurchase, combined, subdivided redeem or reclassified otherwise acquire any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws.

Capitalization. (a) The authorized registered (authorized) share capital stock of the Company consists of 200,000,000 shares Ordinary Shares, NIS 0.01 par value per share. The Company has no class of share capital authorized other than the Company Common Stock and 10,000,000 shares Shares. As of Company Preferred Stock. At the close of business on July 26October 3, 2016, 2007: (i) 28,746,664 shares of 31,351,519 Company Common Stock Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable; (ii) 274,776 Company Shares were dormant shares (menayot redumot) and no other shares were held in treasury by the Company or by Subsidiaries of Company Preferred Stock were issued and outstandingthe Company; (iii) 4,826,402 4,438,836 Company Shares were held by reserved for issuance under the Company’s 2003 Share Option Plan, of which 3,339,126 were subject to outstanding Company in its treasuryShare Options to purchase Company Shares and 1,099,710 Company Shares were available for future Company Share Option grants; (iv) an aggregate of 4,390,772 shares of 170,947 Company Stock Shares were reserved for issuance pursuant under the Company’s 2001 Share Option Plan all of which were subject to outstanding awards and rights under the Company Stock Plans and Share Options to purchase Company Shares; (v) 101,100 Company Shares were reserved for issuance under the Company Stock PlansCompany’s Employee Share Option Plan (1997), there all of which were subject to outstanding Company Share Options to purchase 2,576,792 shares of Company Common Stock, Shares; and (vi) 25,734 Company Shares were reserved for issuance under and subject to outstanding Company RSU Awards with respect Share Options to 1,813,980 shares of purchase Company StockShares that were not granted under any Company Option Plan. From such date until the date hereof, neither Of the Company nor any Share Options referred to above, Company Share Options to purchase an aggregate of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding 1,912,032 Company Shares have beenexercise prices equal to or greater than $13.00 per share as of October 3, 2007. All such Company Share Options issued since January 1, 2002 (including those that have been exercised, terminated, expired, forfeited or otherwise cancelled) were appropriately authorized by the Company’s board of directors (or an appropriate committee or sub-committee thereof or an appropriately delegated officer) and all shares of Company Common Stock were issued with an exercise price at least equal to fair market value such that may be issued pursuant to the exercise of outstanding Company Stock Awards fair market value on the grant date equaled or vesting of Company RSU Awards will be exceeded the fair market value on the financial measurement date (when issued as determined in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the applicable Company Disclosure Letter contains a trueOption Plan and, correct to the extent applicable, Sections 409A and complete list, as 422 of the date hereof, of all Code) for each such Company Stock Awards, indicating as applicableShare Option or, with respect to each Company Stock Award then outstandingShare Options that were not issued in such a manner, the type of Company Stock Award granted, the number of shares of Company Common Stock subject recorded an appropriate compensation charge in its financial statements relating to such grants in the appropriate period and reported such in its financial statements and Tax Returns during the required period. The Company has made available to the Parent accurate and complete copies of all forms of agreements pursuant to which outstanding Company Share Options have been issued. There is no current offering period under the Company’s 2005 Employee Stock Award, Purchase Plan (the date of grant, exercise or purchase price “ESPP”) and expiration thereof. Except for the Company Stock Awards, there are on no purchase rights outstanding under the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsESPP.

Capitalization. (a) The authorized capital stock of the Company consists solely of 200,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26, 2016, (ia) 28,746,664 shares of Company Common Stock were issued and outstanding; 150 million (ii150,000,000) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, of which 105,171,929 shares were outstanding as of May 6, 1999; and outstanding Company RSU Awards with respect to 1,813,980 (b) 19,999,000 shares of preferred stock, without par value ("Company Preferred Stock. From such date until "), of which (i) 625 shares have been designated Company Series A DARTs, all of which are outstanding as of the date hereof; (ii) 625 shares have been designated as Company Series B DARTs, neither the Company nor any all of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All which are outstanding as of the date hereof; (iii) 1.5 million (1,500,000) shares have been designated as Company Series D Preferred Stock, all of which are outstanding as of the date hereof; (iv) 3 million (3,000,000) shares have been designated as Company Shares $1.8125 Preferred Stock, all of which are outstanding as of the date hereof; and (v) 3 million (3,000,000) shares have beenbeen designated as Company $2.8575 Preferred Stock, and all of which are outstanding as of the date hereof. As of the date hereof no shares of Company Common Stock that may be issued pursuant to or Company Preferred Stock were held in the exercise Company's treasury. No shares of outstanding Company Common Stock are reserved for issuance, except for 1,469,918 shares of the Company Common Stock reserved for issuance in connection with the Company Stock Awards or vesting Plans. All of the issued and outstanding shares of Company RSU Awards will be (when issued in accordance with the terms thereof), Common Stock have been duly authorized and validly issued and are fully paid paid, non-assessable and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect no personal liability attaching to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration ownership thereof. Except for the Company Stock AwardsOption Agreement and except as provided below, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Companydoes not have and is not bound by any outstanding subscriptions, (B) options, warrants, calls, pre-emptive stock appreciation rights, subscriptionscommitments or agreements of any character calling for the purchase or issuance of any shares of Company Capital Stock (as defined below) or any other equity securities of Company or any securities representing the right to purchase or otherwise receive any shares of Company Capital Stock or requiring any payment relating to the value or market price of Company Capital Stock. The Company has Previously Disclosed a list, rights or other agreements or commitments requiring as of May 6, 1999, of the Option holders, the number of Options held by each such holder, the date of each Option to purchase the Company Common Stock granted, the expiration date of each such Option, the vesting schedule of each such Option, the Company Stock Option Plan pursuant to issuewhich each such Option was granted and the price at which each such Option may be exercised under the applicable Company Stock Option Plan. The Company has Previously Disclosed a list, or other obligations as of May 6, 1999, of the Restricted Share holders, the number of Restricted Shares held by each such holder, the vesting schedule of each such Restricted Share and the Company Stock Plan pursuant to issuewhich each such Restricted Share was granted. The Company has Previously Disclosed a list, as of May 6, 1999, of the Incentive Compensation Award holders and the number of Incentive Compensation Awards held by each such holder. Except as Previously Disclosed, since May 6, 1999, the Company has not (i) issued any shares of its capital stock, voting securities stock or other ownership interests in (or any securities convertible into or exchangeable exercisable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations any shares of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any its capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the than shares of Company Common StockStock issued upon the exercise, settlement or conversion of Options, Restricted Shares and Incentive Compensation Awards outstanding as of December 31, 1998, as described in the immediately preceding sentence or (ii) taken any actions which would cause an antidilution adjustment under any outstanding Options, Restricted Shares or Incentive Compensation Awards of the Company. There Except as Previously Disclosed, there are on the date hereof no outstanding contractual obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire acquire, or to register for sale, any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to shares of capital stock of the Company or any Company Subsidiary issued and outstandingof its Subsidiaries. There Except as Previously Disclosed, there are no (i) voting trusts or other agreements or understandings to which outstanding contractual obligations of the Company or any of its Subsidiaries is a party with respect to vote or to dispose of any shares of the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Subsidiaries. The Company Common Stock or any other equity interest in and the Company or such Subsidiary. All outstanding securities of Preferred Stock are referred to collectively as the "Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsCapital Stock."

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 250,000,000 shares of Company common stock, par value $0.001 per share (“Common Stock Stock”), and 10,000,000 5,000,000 shares of Company preferred stock, par value $0.001 per share (“Preferred Stock”). At the close of business on July 26November 4, 20162015 (the “Capitalization Date”), (ia) 28,746,664 25,268,932 shares of Company Common Stock were issued and outstanding; (iib) no shares of Company Preferred Stock were issued and outstanding; (iiic) 4,826,402 Company Shares no shares of Common Stock were held by the Company in its treasury; (ivd) no shares of Common Stock were held by Subsidiaries of the Company and (e) an aggregate of 4,390,772 5,830,770 shares of Company Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans Plans, of which 5,706,403 shares of Common Stock were underlying outstanding and (v) unexercised Company Options, 109,684 shares of Common Stock were underlying Restricted Stock Units, and 14,683 shares of Common Stock were underlying the options granted during the offering period then in effect and to be exercised on or prior to the Final Purchase Date for the purchase of Common Stock under the Company Stock PlansESPP. Except as set forth in the preceding sentence, there were outstanding Company Options to purchase 2,576,792 at the close of business on the Capitalization Date, no shares of capital stock or other voting securities of or equity interests in the Company Common Stockwere issued, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stockreserved for issuance or outstanding. From such date and after the Capitalization Date until and including the date hereofAgreement Date, neither the Company nor any of its Subsidiaries has not issued any shares of its capital stock, has not granted any options, restricted stock, restricted stock units, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or and has not split, combined, subdivided combined or reclassified any of its shares of capital stock. All of the outstanding Company Shares have beenare, and all shares of Company Common Stock Shares that may be issued pursuant prior to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards Effective Time will be (be, when issued in accordance with the terms thereof)issued, duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and are free of not subject to preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 60,000,000 shares of Company Common Stock and 10,000,000 (ii) 5,000,000 shares of Company Preferred Stock, par value $.001 per share (the "COMPANY PREFERRED STOCK"). At the close As of business on July 26June 15, 20161999, (i) 28,746,664 34,550,550 shares of Company Common Stock were issued and outstanding; , all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (ii) no shares of Company Preferred Stock were issued or outstanding and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (ivA) an aggregate of 4,390,772 5,095,351 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding stock options (the "PLAN OPTIONS") granted pursuant to the Company's 1998 Stock Incentive Plan, 1997 Stock Plan and 1996 Stock Option Plan (the "COMPANY OPTION PLANS"), (B) 1,127,596 shares of Company Common Stock were reserved for issuance pursuant to outstanding awards and rights options available for grant under the Company Stock Plans and (v) under the Company Stock Option Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all (C) 300,000 shares of Company Common Stock that may be issued pursuant to were reserved for issuance upon exercise of outstanding options listed in Section 3.3 of the Company Disclosure Letter (the "THIRD PARTY OPTIONS" and, together with the Plan Options, the "COMPANY STOCK OPTIONS"), (D) 333,004 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding Company Stock Awards or vesting warrants (the "COMPANY WARRANTS") and (E) 131,591 shares of Company RSU Awards will be Common Stock reserved for issuance under the Company's 1998 Employee Stock Purchase Plan (when issued in accordance with the terms thereof"ESPP"), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a3.3(a) of the Company Disclosure Letter contains sets forth a true, complete and correct and complete list, list as of June 15, 1999 of the date hereof, holders of all Company Stock Awards, indicating as applicable, with respect to each Options and Company Stock Award then outstanding, the type of Company Stock Award grantedWarrants, the number of shares of Company Common Stock subject to each such Company Stock Award, option or warrant and the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awardsas set forth above, there are on the date hereof as of June 15, 1999, no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company were issued, reserved for issuance or outstanding and since such date, no shares of capital stock or other voting securities or options in respect thereof have been offered issued except upon the exercise of the Company Stock Options or Company Warrants outstanding on June 15, 1999 and issued except pursuant to the ESPP as in compliance in all material respects with all applicable securities laws, including effect on the Securities Act and “blue sky” lawsdate hereof.

Capitalization. (a) The authorized share capital of the Company is Eighteen Million Three Hundred and Eighteen Thousand One Hundred Ninety-Five Point Five NIS (NIS 18,318,195.5) divided into 30,000,000 Company Ordinary Shares, of which 16,130,428 Company Ordinary Shares are issued and outstanding as of the date hereof, and Six Million Six Hundred and Thirty-Six Thousand Three Hundred and Ninety-One (6,636,391) Company Preferred Shares, of which 2,809,116 Company Preferred Shares are issued and outstanding as of the date hereof, and which by their terms are convertible on a one to one basis into 2,809,116 Company Ordinary Shares. As of the date hereof, 353,000 Company Ordinary Shares are issuable upon the exercise of Company Options (whether vested or not) to purchase Company Shares under the Company's 2004 Equity Incentive Plan and 2,224,338 Company Ordinary Shares are issuable upon the exercise of Company Warrants. All outstanding shares of capital stock of the Company consists of 200,000,000 shares and all Company Shares issuable upon exercise and conversion of Company Common Stock Options and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26, 2016, (i) 28,746,664 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares Warrants have been, and all shares in the case of Company Common Stock that may be issued pursuant to the exercise of outstanding Options and Company Stock Awards or vesting of Company RSU Awards Warrants will be (when issued in accordance with the terms thereof)upon issuance, duly authorized and validly issued and are and will be fully paid and nonassessable nonassessable, and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a truehave not been issued, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each all Company Stock Award then outstanding, the type Shares issuable upon exercise and conversion of Company Stock Award grantedOptions and Company Warrants will not be issued, in violation of any preemptive or similar rights. Except as set forth above in this ‎Section 4.2(a), and for changes since such date resulting from the number of shares exercise of Company Common Stock subject to Options or Company Warrants outstanding on such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awardsin accordance with their terms, there are on the date hereof no outstanding (Ax) shares of capital stock or other voting securities of the Company, (y) securities of the Company convertible into or exchangeable for shares of capital stock or voting other securities of the Company or ownership interests in the Company(z) subscriptions, (B) options, warrants, puts, calls, pre-emptive phantom stock rights, subscriptionsstock appreciation rights, rights stock-based performance units, agreements, understandings, claims or other agreements commitments or commitments requiring the Company to issue, rights of any type granted or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible entered into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries relating to make the issuance, sale, repurchase or transfer of any payments based on the price or value securities of the shares Company or that give any Person or entity the right to receive any economic benefit or right similar to or derived from the economic benefits and rights of Company Common Stocksecurities of the Company. There are on the date hereof no outstanding obligations of the Company or any of its the Company's Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which of the Company or any of its the Company's Subsidiaries is a party with respect or to vote or to dispose of any shares of the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsCompany's Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 100,000,000 shares of Company Common Stock and 10,000,000 (ii) 15,000,000 shares of preferred stock, $0.0001 par value (the “Preferred Stock”). As of May 16, 2016, there were outstanding (A) 61,959,236 shares of Company Preferred Stock. At the close of business on July 26, 2016, (i) 28,746,664 shares of Company Common Stock were issued and outstanding; (iiB) no shares of Company Preferred Stock were issued and outstanding; (iiiC)(1) 4,826,402 Company Shares were held by the Company in its treasury; (iv) Stock Options to purchase an aggregate of 4,390,772 2,753,608 shares of Company Stock (of which Company Stock Options to purchase an aggregate of 1,338,021 shares of Company Stock were exercisable), (2) Company RSUs relating to an aggregate of 2,285,913 shares of Company Stock, (3) an aggregate of 212,109 shares of Company Restricted Stock, and (4) an aggregate of 42,771 shares of restricted common stock of the Company subject to the Repurchase Agreements. As of May 16, 2016, there were (x) 850,455 shares of Company Stock reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (vy) 358,703 shares of Company Stock reserved for issuance under the ESPP. As of May 16, 2016, there was outstanding $115,000,000 principal amount of Company Notes and the conversion rate applicable to the Company Notes pursuant to the Company Notes Indenture (without giving effect to any “make-whole amount”) was 70.2790 shares of Company Stock per $1,000 principal amount of Company Notes. Section 4.05 of the Company Disclosure Schedule sets forth the “make-whole amounts” applicable under the Company Stock Plans, there were Notes Indenture. All outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All stock of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards any employee stock option or vesting of Company RSU Awards other compensation plan or arrangement will be (be, when issued in accordance with the respective terms thereof), duly authorized and validly issued and are issued, fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) 4.05 of the Company Disclosure Letter Schedule contains a true, complete and correct and complete list, as of the date hereof, list of all Company Stock AwardsOptions, indicating as applicableCompany RSUs, Company Restricted Stock and the shares of Company Stock subject to the Repurchase Agreements, including with respect to each Company Stock Award then outstandingsuch award, as applicable, the type holder, date of Company Stock Award grantedgrant, the exercise price (if applicable), vesting schedule, expiration date and number of shares of Company Common Stock subject thereto. Five Business Days prior to such Company Stock Awardthe Closing Date, the date Company shall provide Parent with a revised version of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities Section 4.05 of the Company convertible into or exchangeable for shares Disclosure Schedule, updated as of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsdate.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 35,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of Preferred Stock, par value of $0.01 per share (“Company Preferred Stock”). At the close of business on July 26December 10, 2016, 2004 (i) 28,746,664 7,759,454 shares of Company Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) no shares of Company Preferred Common Stock were issued and outstandingheld by subsidiaries of the Company; (iii) 4,826,402 no shares of Company Shares Common Stock were held in treasury by the Company in its treasuryor by any subsidiary of the Company; (iv) an aggregate of 4,390,772 31,239 shares of Company Common Stock were reserved for future issuance pursuant to the Company ESPP; (v) 1,453,779 shares of Company Common Stock were reserved for issuance pursuant upon the exercise of outstanding options to outstanding awards and rights purchase Company Common Stock under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all 174,610 additional shares of Company Common Stock that may be issued were reserved for future issuance pursuant to the exercise of outstanding Company Stock Awards or vesting Plans. As of the date hereof, no shares of Company RSU Awards will be (when Preferred Stock were issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rightsor outstanding. Section 4.2(a2.3(a) of the Company Disclosure Letter contains a true, correct and complete list, as of sets forth the date hereof, of all Company Stock Awards, indicating as applicable, following information with respect to each Company Stock Award then outstandingOption or grant of Unvested Shares, as applicable, outstanding as of the type date of Company Stock Award granted, this Agreement: (i) the name of the optionee or holder; (ii) the number of shares of Company Common Stock subject to such Company Stock Award, Option or grant of Unvested Shares; (iii) the exercise price of such Company Stock Option; (iv) the date on which such Company Stock Option or Unvested Shares was granted; (v) the applicable vesting schedule and the vesting of grantthe forfeiture provisions for the Unvested Shares; (vi) the date on which such Company Stock Option expires; (vii) whether the exercisability of such Company Stock Option or vesting of such Unvested Shares will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of acceleration; and (viii) whether such Company Stock Option is intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. All shares of Company Common Stock subject to issuance upon exercise or purchase price of such Company Stock Options, upon issuance on the terms and expiration thereofconditions specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except for as set forth in Section 2.3(a) of the Company Stock AwardsDisclosure Letter, there are on the date hereof no outstanding (A) securities commitments or agreements of any character to which the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring is bound obligating the Company to issue, accelerate the vesting of any Company Stock Option or other obligations Unvested Share as a result of the Company to issue, Transactions or upon termination of employment or service of any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together person with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or with any of its Subsidiaries to make any payments based on subsidiaries following the price Merger or value of the otherwise. All outstanding shares of Company Common Stock. There are on the date hereof no , all outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued Stock Options and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting all outstanding shares of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities each subsidiary of the Company have been offered issued and issued granted in compliance in all material respects with all applicable securities lawslaws and other applicable Legal Requirements (as defined below). All repurchases of Company securities have been made in compliance with all applicable Legal Requirements. For the purposes of this Agreement, including the Securities Act and “blue sky” laws.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 500,000,000 shares of Company Common Stock and (ii) 50,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Stock"), of which 10,000,000 shares of Company are designated as Increasing Rate Cumulative Preferred Stock. At the close As of business on July 26August 17, 20162004, (i) 28,746,664 103,306,804 shares of Company Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and were issued free of preemptive rights or similar rights existing under the Charter, Bylaws or the MGCL or any contract or instrument to which the Company is a party or by which it is bound; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all 6,310,410 shares of Company Common Stock that may be issued pursuant to are deliverable in connection with the exercise of outstanding Company Options granted pursuant to the Company's 2001 Stock Awards or vesting Incentive Plan, Amended and Restated 1999 Stock Incentive Plan, 1997 Stock Incentive Plan, 1994 Stock Incentive Plan and 1990 Stock Option Plan (the "Company Stock Plans"); (iii) 192,128 rights, (a) the value of Company RSU Awards will be each of which is equal to the value of a Share (when issued in accordance with the terms thereofeach, a "Phantom Stock Right"), duly authorized are outstanding under the Company's Deferred Compensation Plan for Outside Directors and validly issued Special Option Plan, and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Employment Agreement, dated September 24, 1998, as amended, to which the Company Disclosure Letter contains a trueand its Chief Executive Officer are parties, correct and complete list, as (b) 87,128 of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, which are included in the number of shares of Company Common Stock issued and outstanding provided in clause (i) above, and (c) 105,000 of which are not included in the number of shares of Company Common Stock issued and outstanding provided in clause (i) above; (iv) an aggregate of 9,359,217 shares of Company Common Stock were reserved for issuance under the Contingent Stock Agreement effective as of January 1, 1996 (the "CSA") by the Company in favor of the parties named therein; and (v) no shares of Preferred Stock were outstanding. Since August 17, 2004, no options to purchase shares of Company Common Stock (the "Company Options") or Preferred Stock have been granted and no shares of Company Common Stock or Preferred Stock have been issued, except (i) for shares of Company Common Stock issued pursuant to the exercise of Company Options or any Company Stock Plan that were subject to such Company Stock Awardissuance on August 17, the date of grant2004, exercise or purchase price and expiration thereof. Except (ii) for the grant of awards consisting of shares of Company Common Stock ("Stock Awards, there are on ") and Company Options (and issuances of Company Common Stock pursuant thereto) after the date hereof no outstanding in accordance with Section 5.1 of this Agreement, (iii) for the issuance of shares of Company Common Stock in accordance with the CSA, or (iv) as otherwise permitted after the date hereof in accordance with Section 5.1. Except as set forth above, (A) there are not outstanding or authorized any (1) shares of capital stock or other voting securities of the Company, (2) securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company or ownership interests in the Company, any of its subsidiaries or (B3) options, warrants, calls, pre-emptive rights, subscriptions, rights options or other agreements or commitments requiring rights to acquire from the Company to issueor any of its subsidiaries, or other obligations and no obligation of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of subsidiaries (collectively, "Company Common Stock. There Securities"), (B) there are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company Securities. There Securities and (C) there are no bondsother options, debenturescalls, notes warrants or other indebtedness having voting rights, agreements, arrangements or commitments of any character, including registration rights (or convertible into securities having such rights) with respect agreements, relating to the Company issued or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which unissued capital stock of the Company or any of its Subsidiaries is a party with respect subsidiaries to the voting of capital stock of which the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of applicable subsidiary is a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsparty.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 200,000,000 400,000,000 shares of Company Common Stock and 10,000,000 50,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). At the close As of business on July 26February 2, 20162011, (i) 28,746,664 there were 176,833,366 shares of Company Common Stock were issued and outstanding; (ii) , including no Company Restricted Stock Awards, no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all 3,647,194 shares of Company Common Stock that may be issued pursuant to the reserved for issuance upon exercise of outstanding Company Stock Awards or Options, 2,380,442 shares of Company Common Stock reserved for issuance upon vesting of outstanding Company RSU Awards will be (when issued and up to 752,485 shares of Company Common Stock subject to outstanding purchase rights under the Company ESPP. As of February 2, 2011, there were 1,221,905 shares of Company Common Stock held in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) treasury of the Company Disclosure Letter contains a trueand no shares of Company Common Stock held by Subsidiaries of the Company. From February 2, correct and complete list2011 to the date of this Agreement, no additional shares of Company Common Stock have been issued (other than pursuant to Company Stock Options, Company RSU Awards and/or purchase rights under the Company ESPP that were outstanding as of the date hereofFebruary 2, of all 2011), no additional Company Stock AwardsOptions, indicating as applicable, with respect to each Company Restricted Stock Award then outstanding, the type of Awards or Company Stock Award RSU Awards have been issued or granted, and there has been no increase in the number of shares of Company Common Stock subject to issuable upon exercise of Company Stock Options or vesting of Company RSU Awards from those issuable under such Company Stock AwardOptions and Company Restricted RSU Awards as of February 2, 2011. All issued shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. As of the date of grantthis Agreement, exercise or purchase price except as set forth in this Section 3.3 and expiration thereof. Except except for the Company Stock AwardsRights and purchase rights under the Company ESPP for no more than 752,485 shares of Company Common Stock, (x) there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for authorized shares of capital stock or voting securities or ownership interests in the Company, (B) and there are no options, warrants, calls, pre-emptive rights, subscriptions, convertible securities, preemptive rights or other agreements rights, agreements, claims or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by which obligate the Company or any of its Subsidiaries to make issue, transfer or sell any payments based on the price or value of the shares of capital stock or other voting securities or other equity interest in the Company Common Stock. There or any of its Subsidiaries or securities convertible into or exchangeable for such shares, securities or equity interests, (y) there are on the date hereof no outstanding or authorized contractual obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes shares of capital stock or other indebtedness having voting rights (securities of or convertible into securities having such rights) with respect to other equity interest in the Company or any Company Subsidiary issued of its Subsidiaries or any such securities or agreements listed in clause (x) of this sentence, and outstanding. There (z) there are no (i) voting trusts or other similar agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of any capital stock shares or other voting securities of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) other equity interest in the Company or any of its Subsidiaries in exchange Subsidiaries. The Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for ownership of Common Stock or any other equity interest in securities having the Company or such Subsidiary. All outstanding securities right to vote) with the stockholders of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawson any matter.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 20,000,000 shares of Company Common Stock common stock and 10,000,000 3,000,000 shares of Company Preferred Stockpreferred stock. At As of the close of 12 17 business on July 26August 31, 20161999, (i) 28,746,664 there were 4,130,986 shares of the Company's common stock, $.01 par value per share (the "Common Stock"), outstanding and 1,936.63 shares of the Company's Series B 8% Convertible Redeemable Preferred Stock (the "Series B Stock") outstanding. The Company Common Stock were issued and outstanding; (ii) has no shares of Company Preferred Stock capital stock reserved for issuance, except that, as of August 31, 1999, there were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 2,494,760 shares of Company the Common Stock were reserved for issuance pursuant to outstanding awards (i) Options granted pursuant to the Company's employee stock purchase and rights under stock option plans, (ii) nonstatutory stock option agreements, (iii) Public Warrants (as defined below) and Underwriter Warrants (as defined below) and (iv) the Series B Stock. Except as set forth in Section 4.04 of the Company Stock Plans and (v) under Disclosure Statement, no Shares are held by the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 as treasury shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither no Shares have been acquired by the Company nor any that are subject to outstanding pledges to secure future payment of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its the purchase price therefor. All outstanding shares of capital stock. All stock of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), been duly authorized and validly issued and are fully paid and nonassessable and are free non-assessable (except as otherwise provided in Section 180.0622(2)(b) of preemptive rightsthe WBC). Except as set forth in this Section 4.2(a) 4.04 or in Section 4.04 of the Company Disclosure Letter contains a trueStatement and except for changes since May 31, correct and complete list1999 resulting from the exercise of Options, as nonstatutory stock options or warrants, the conversion of the date hereofSeries B Stock outstanding on such date, of all Company or the Company's obligations under the Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock AwardsOption Agreement, there are on the date hereof no outstanding (Aa) no shares of capital stock or other voting securities of the Company, (b) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in of the Company, and (Bc) options, warrants, calls, pre-emptive rights, subscriptions, rights no options or other agreements or commitments requiring rights to acquire from the Company to issueCompany, or other obligations and no obligation of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (Aa), (Bb) and (C), together with the capital stock of the Company, c) being referred to collectively as “the "Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock"). There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries Subsidiary to purchaserepurchase, redeem or otherwise acquire any Company Securities. There To the knowledge of the Company, other than the Stockholder Agreements, there are no bondsvoting trusts, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 150,000,000 shares of Company Common Stock and 10,000,000 (ii) 5,000,000 shares of preferred stock, par value $0.001 per share (the “Company Preferred Stock”). The rights and privileges of the Company Common Stock and the Company Preferred Stock are as set forth in the Company’s Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on May 14, 2014. At the close of business on July 26October 9, 20162018, (i) 28,746,664 shares of Company Common Stock 36,517,802 Shares were issued and outstanding; , of which no Shares are subject to any rights or restrictions, including rights of the Company to repurchase upon termination of employment, (ii) no Shares were held by the Company in its treasury, (iii) Company Stock Options representing the right to purchase (subject to the terms thereof) an aggregate of 4,113,793 Shares, were issued and outstanding, (iv) Company Restricted Stock Units with respect to an aggregate of 165,934 Shares were issued and outstanding and (v) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were outstanding or held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to . All outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All stock of the outstanding Company Shares have been, and all shares of Company Common Stock Shares that may be issued pursuant to the exercise of outstanding any Company Stock Awards or vesting of Plan and Company RSU Awards Warrants will be (be, when issued in accordance accordance, in all material respects, with the respective terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each casethe case of shares that have not yet been issued, will be) fully paid, nonassessable and free of preemptive or similar rights. As of the economic equivalent thereof)close of business on October 9, 2018, (Ci) obligations an aggregate number of 1,843,385 Shares were reserved for issuance pursuant to Company Equity Awards not yet granted under the Company to grantStock Plans, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in (ii) an aggregate number of 919,325 Shares were reserved for issuance under the Company (the items in clauses (A), (B) ESPP and (C), together with the capital stock of the Company, being referred iii) 382,380 Shares were subject to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect issuance pursuant to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsWarrants.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 300,000,000 shares of Company Common Stock Stock, and 10,000,000 (ii) 25,000,000 shares of Company preferred stock, par value $0.01 per share (the “Preferred Stock”). At the close of business on July 26October 29, 20162014, and, subject to any changes permitted in accordance with Section 5.1, at the Closing Date, (iA) 28,746,664 47,252,341 shares of Company Common Stock were issued and outstanding; outstanding (iiwhich includes 31,500 Restricted Company Shares), (B) no shares of Company Preferred Stock were issued and or outstanding; , (iiiC) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 1,637,772 shares of Company Common StockStock were authorized for issuance in connection with future grants of awards under the Company Equity Plans, and outstanding Company RSU Awards with respect to 1,813,980 (D) 5,695,671 shares of Company Stock. From such date until the date hereofCommon Stock were subject to outstanding Company Stock Options, neither the Company nor any of its Subsidiaries has issued any (E) 169,093 shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments Company Common Stock were subject to issue any outstanding Company PSUs (assuming performance targets associated with such Company PSUs will be met at 100% of the applicable target level) and (F) 161,635 shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockCompany Common Stock were subject to outstanding Company RSUs. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof)are duly authorized, duly authorized and validly issued and are issued, fully paid and nonassessable and are free of preemptive rightswere issued in compliance with applicable securities Laws. Except as set forth in this Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list3.2, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, hereof there are on the date hereof is no other outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness Indebtedness having general voting rights (or convertible into securities having such rights) with respect to (“Company Voting Debt”) of the Company or any Company Subsidiary issued and outstanding. There Section 3.2(a) of the Company Disclosure Letter sets forth for each holder of Company Equity Awards outstanding as of October 29, 2014 (1) the name of such holder (2) the number of such Company Equity Awards held by such holder, (3) the date of grant of such Company Equity Awards, and (4) the vesting schedule for such Company Equity Awards. Except as set forth above and except for the Company OP Units held by limited partners of the Company Operating Partnership, as of the date hereof there are no (ix) voting trusts options, warrants, calls or profits interest units, stock appreciation rights, restricted stock, restricted stock units, “phantom” stock rights, performance units, other equity or equity-based compensation awards, preemptive rights, subscriptions or other agreements rights, agreements, arrangements or understandings commitments of any kind, including any stockholder rights plan, relating to which the issued or unissued capital stock of the Company, obligating the Company or any of its Subsidiaries is a party with respect Company Subsidiary to the voting issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock of or Company Voting Debt of, or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment (iicollectively, “Company Equity Interests”) or (y) outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Shares or any capital stock of, or other Company Equity Interests in, the Company, any Company Subsidiary or any other Person, including under any stock repurchase plan, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company, any Company or any of its Subsidiaries in exchange for ownership of Common Stock Subsidiary or any other equity interest in Person. Prior to the Closing (and as close to the Closing as reasonably practicable), the Company or such Subsidiary. All outstanding securities will provide to Parent a list that contains the information required to be provided in Section 3.2(a) of the Company have been offered Disclosure Letter, that is correct and issued in compliance in all material respects with all applicable securities laws, including complete as of the Securities Act and “blue sky” lawsdate such list is provided.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stockpreferred stock. At As of the close of business on July 26November 28, 20161997, (i) 28,746,664 87,153,571 shares of Company Common Stock were validly issued and outstanding; (ii) , fully paid and nonassessable and no shares of Company Preferred Stock preferred stock were issued and or outstanding; (iii) 4,826,402 Company Shares were held by . As of the date of this Agreement except as set forth in this Section 4.3, pursuant to Company's Option Plans, pursuant to the Company Option Agreement or set forth in its treasury; a disclosure letter executed by Company and dated and delivered by Company to National City as of the date hereof (iv) an aggregate of 4,390,772 "Company Disclosure Letter"), there are no shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares capital stock of Company Common Stockauthorized, issued or outstanding and there are no outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereofsubscriptions, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stockwarrants, stock appreciation rights, warrants convertible securities or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its character relating to the issued or unissued capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares other securities of Company Common Stock that may obligating Company to issue, deliver or sell, or cause to be issued pursuant to the exercise of outstanding Company Stock Awards issued, delivered or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof)sold, duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for additional shares of capital stock of Company or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the obligating Company to grant, extend or enter into any subscription, option, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests commitment. Except as set forth in the Company (the items in clauses (A)Disclosure Letter, (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There there are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries Company's subsidiaries is a party with respect to the voting of the capital stock of Company. As of the date of this Agreement, there were outstanding under the Company or (ii) outstanding contractual obligations Option Plans options to provide funds to or make any investment (in the form purchase 2,968,618 shares of Company Common Stock, which Company stock options had a loan, capital contribution or otherwise) in weighted average exercise price of $33.78 and for which adequate shares of Company Common Stock have been reserved for issuance under the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsOption Plans.