Common use of Capitalization Clause in Contracts

Capitalization. (a) The authorized capital of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 per share (the "Company Preferred Stock"). As of May 16, 2000, (i) 25,937,281 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 800,000,000 shares of Company Common Stock and 5,000,000 200,000,000 shares of preferred stock, no par value $.001 per share (the "Company “Preferred Stock"”). As of May 16June 30, 20002005, (ia) 25,937,281 164,743,371 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) 1,000,000 shares of Company Common Stock are held in the treasury of the Company, (c) 8,729,809 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 8,729,809 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the exercise of such Company Options, (d) no shares of Company Preferred Stock were are issued or and outstanding; , (iiie) there are 160,000 warrants issued and outstanding to purchase an aggregate of 2,074,241 shares of Company Common Stock (the “IWO Warrants”), (f) there are 11 warrants issued and outstanding to purchase an aggregate of 546,397 shares of Company Common Stock (the “Founder Warrants” and, together with the IWO Warrants, the “Company Warrants”), (g) 1,355,000 shares of Restricted Stock are issued and outstanding and (h) 1,812,052 Assumed Options are outstanding, each such option entitling the holder hereof to purchase one share of Company Common Stock. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of June 30, 2005, of the outstanding Company Options, Assumed Options and Company Warrants, with the exercise price of each such options and warrants. Since June 30, 2005, (i) no shares of Company Common Stock were held in have been issued other than pursuant to the treasury exercise of Company Options, 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; (iv) no 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 Company or any Subsidiary. All shares of Company Common Stock were held by any Subsidiary of subject to issuance as aforesaid, upon issuance on the Company; (v) 4,177,869 shares of Company Common Stock were duly reserved for future issuance terms and conditions specified in the instruments 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28which they are issuable, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 of the Company are, and all shares which may will 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 any kind of preemptive (or similar) rightsnonassessable. There are no outstanding contractual obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Subsidiary or to pay any dividend or make any other distribution in respect thereof or make any investment (in the form of a loan or capital contribution) in, any person. The Company owns (either directly or indirectly) beneficially and of record all of the issued and outstanding capital stock of each Subsidiary and does not own an equity interest in any other corporation, partnership or entity, other than in the Subsidiaries. No bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) its Subsidiaries having the right to vote on any matters matter on which stockholders of the Company shareholders may votevote are issued or outstanding.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 10,000,000 shares of Company Common Stock and 5,000,000 1,000,000 shares of preferred stock, par value $.001 1.00 per share share, of the Company (the "Company Preferred Stock"). As of May 16, 2000the date of this Agreement, (i) 25,937,281 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 or and outstanding; , (iiivi) 108,262 shares of Common Stock and no shares of Company Common Preferred Stock were held in the treasury of the Company; (iv) 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) 36,764 100,000 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 upon exercise other than as described above. Section 5.3 of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None Disclosure Schedule sets forth a description of the Common Stock, the Preferred Stock and the Series A Junior Participating Cumulative Preferred Stock. All such issued and outstanding shares of capital stock of the Company Common are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. The parties acknowledge and agree that 75,000 shares of Preferred Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created 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 7.14 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 on any matter. Except as set forth above and for the Options (all of which have been issued under the Stock Option Plans), there are not as of the date of this Agreement issued, reserved for issuance or outstanding, (i) any shares of capital stock or other voting securities of the Company, (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, or (iii) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, and no obligation of the Company or any Company Subsidiary 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 the vesting schedule for each Option. 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 agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of any shares of capital stock of the Company or was a partywhich 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 rightshares 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 of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock, partnership interests or any other securities of the Company or any Company Subsidiary. Except as set forth above and in Section 2.3(a) 5.3 of the Company Disclosure ScheduleSchedule and as expressly contemplated by this Agreement and the Transactions, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of neither the Company were issuednor any Company Subsidiary is under any obligation, reserved for issuance contingent or outstanding. Except as described in Section 2.3(a) otherwise, by reason of any agreement to register the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted offer and sale or resale of any of their securities 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 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteSecurities Act.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 200,000,000 shares of Company Common Stock and 5,000,000 10,000,000 shares of preferred stock, par value $.001 per share (the "Company Preferred Stock"). As At the close of May 16business on July 26, 20002016, (i) 25,937,281 28,746,664 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or and outstanding; (iii) no 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 were held in the treasury of the Company; (iv) 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 that may be issued pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares exercise of outstanding Company Stock Awards or vesting of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan RSU Awards will be (the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they when issued in violation accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightrights. Except as set forth above and in Section 2.3(a4.2(a) of the Company Disclosure ScheduleLetter contains a true, correct and complete list, as of the date hereof, no 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 voting Company Common Stock subject to such Company Stock Award, the date of grant, exercise or non-voting capital stockpurchase price and expiration thereof. Except for the Company Stock Awards, other equity interests, or other voting there are on the date hereof no outstanding (A) securities of the Company were issued, reserved convertible into or exchangeable for issuance or 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 areto issue, and all shares which may be issued upon 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 exercise Company (or, in each case, the economic equivalent thereof), (C) obligations of stock options and warrants will bethe Company to grant, when issuedextend or enter into any subscription, duly authorizedwarrant, validly issuedright, fully paid and nonassessable and not subject convertible or exchangeable security or other similar agreement or commitment relating to any kind 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 preemptive the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or similar) rightsany 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 with having voting rights (or convertible into, or exchangeable for, into securities with voting having such rights) on with respect to the Company or any matters on Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which stockholders the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company may voteor (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 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 per share (the "Company Preferred Stock"). As of May 16September 30, 20001996, (i) 25,937,281 30,100,000 shares of Company Common Stock were issued and outstanding; , (ii) no the number of shares of Company Preferred Common Stock set forth on Section 3.2 of the 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 issued or outstanding; reserved for future issuance upon exercise of outstanding options to purchase Company Common Stock ("Company Options"), granted to directors, officers, employees and consultants of the Company pursuant to the Company's Stock Option Plan (the "Company Stock Plan"), and (iii) no shares of Company Common Stock were held in the treasury of the Company; . Since such date, no additional shares of capital stock of the Company have been issued or reserved for issuance (iv) no except for 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 issued upon exercise of the warrant Company Options granted as aforesaid), and no options or other rights to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding or otherwise acquire shares of Company Common Stock are subject to, nor were they issued in violation capital stock of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge been issued or granted (other than the Company Options identified on Section 3.2 of any such rightthe Company Disclosure Schedule as having been granted as aforesaid). Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereofthis paragraph, no shares of voting capital stock or non-voting capital stock, other equity interests, or other voting securities or equivalents of the Company were are issued, reserved for issuance issuance, or outstanding. Except as described in Section 2.3(a) All 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 of the Company are, and all shares thereof which may be issued upon the exercise of stock options and warrants Company Options will upon issuance be, when issued, duly authorized, validly issued, fully paid and nonassessable nonassessable, and not subject to free of any kind preemptive rights except as provided in the Company's articles of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteincorporation.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 300,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 0.00001 per share (the "“Company Preferred Stock"”). As of May 16June 15, 20002015 (the “Company Capitalization Date”), (ii)(A) 25,937,281 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 or outstanding; (iii) no . 681,844 shares of Company Common Stock were held in the treasury of the Company; (iv) 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 authorized 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel CorporationESPP. None of All the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will Company Common Stock reserved for issuance as noted above shall be, when issuedissued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to any kind free of preemptive (or similar) pre-emptive rights. There are no bondsAll issued and outstanding shares of capital stock of, debentures, notes or other indebtedness equity interests in, each Subsidiary of the Company with voting rights (are wholly owned, directly or convertible intoindirectly, or exchangeable forby the Company free and clear of all Liens, securities with voting rightsother than Company Permitted Liens. Section 3.2(a) on any matters on which stockholders of the Company may voteDisclosure Letter sets forth an accurate and complete list of all Company Equity Awards outstanding as of the Company Capitalization Date, specifying, on a holder-by-holder basis, (i) the name of each holder, (ii) the number of shares of Company Common Stock subject to each such Company Equity Award, (iii) the grant date of each such Company Equity Award, (iv) the year of vesting of each such Company Equity Award or the number of exercisable and unexercisable options underlying such Company Equity Award, in either case, to the extent applicable, and (v) the exercise price for each such Company Equity Award, to the extent applicable.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock Fifteen Million (15,000,000) Shares and 5,000,000 Three Million (3,000,000) shares of preferred stock, par value $.001 .01 per share (the "Company Preferred StockPREFERRED STOCK"). As of May 16, 2000, (i) 25,937,281 the close of business on the day immediately preceding the date hereof: 6,876,140 Shares were issued and outstanding; no shares of Company Common Preferred Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock 231,000 Shares were held in the treasury Company's treasury; and there were outstanding, Existing Stock Options to purchase an aggregate of 674,200 Shares under the Stock Option Plans, respectively (copies of which have previously been made available to Parent and Sub), and there are no stock appreciation rights or limited stock appreciation rights granted under the Stock Option Plans or otherwise outstanding. Since such date, the Company (i) has not issued any Shares other than upon the exercise of Existing Stock Options outstanding on such date, (ii) has not granted any options, warrants or rights or entered into other agreements or commitments to purchase Shares (under the Stock Option Plans or otherwise) and (iii) has not split, combined or reclassified any of its shares of capital stock. All of the Company; (ivoutstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.02(a) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of disclosure letter, dated the date hereof, delivered by the Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant Parent and Sub prior to the Option Plans execution of this Agreement setting forth certain information with respect to certain matters referred to in this Agreement (the "Outstanding Employee OptionsDISCLOSURE LETTER"); (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"); , contains a true, accurate and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedulecomplete list, as of the date hereof, of the name of each Existing Stock Option holder, the number of outstanding Existing Stock Options held by such holder, the grant date of each such Existing Stock Option, the number of Shares such holder is entitled to receive upon the exercise of each Existing Stock Option and the corresponding exercise price. Except as set forth in this Section 4.02(a), there are no outstanding (i) shares of voting or non-voting capital stock, other equity interests, stock or other voting securities of the Company were issuedCompany, reserved for issuance or outstanding. Except as described in Section 2.3(a(ii) securities of the Company Disclosure Scheduleconvertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, all outstanding options (iii) options, warrants, rights or other agreements or commitments to purchase Company Common Stock were granted under acquire from the Company's Option Plans. In connection with the execution , or obligations of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as 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, (iv) obligations of the date hereofCompany 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 record holder thereof Company (the items in clauses (i), (ii), (iii) and (iv) being referred to collectively as "COMPANY SECURITIES") and (v) obligations by the exercise prices thereofCompany or any of its subsidiaries to make any payments based on the price or value of the Shares. All There are no outstanding shares obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities and there are no performance awards outstanding under the Stock Option Plans or any other outstanding stock related awards. There are no 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 are, and all shares which may be issued upon the exercise or any of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteits Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 60,000,000 shares of Company Common Stock and 5,000,000 1,000,000 shares of preferred stock, par value $.001 per share 0.01 (the "Company Preferred StockShares"). As of May 16September 4, 20002003, (i) 25,937,281 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 Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; , (iviii) 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 9,740,008 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28Options issued and outstanding, 1998 held by Intel Corporation. None of the (iv) 1,031,500 Restricted Shares were outstanding and (v) 249,227 shares of Company Common Stock are subject tothat were reserved for issuance under the Directors' Plan (as defined below). Since July 31, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of 2003 except after the date hereofhereof as permitted by this Agreement, (i) no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 or Company Preferred Shares have been issued, except for shares of Company Common Stock issued pursuant to the exercise of Company Options outstanding on July 31, 2003 and except for shares of Company Common Stock required to be issued in connection with the execution of this AgreementCompany's Amended and Restated 401(k) Retirement Savings Plan (the "401(k) Plan"), the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Company's 2000 Employee Stock as of Purchase Plan (the date hereof"ESPP"), the record holder thereof Company's Nonqualified Defined Contribution Plan (the "DCP") and the exercise prices thereof. All outstanding Company's 1996 Directors' Plan (the "Directors' Plan") and (ii) no options, warrants, securities convertible into, or exchangeable for, or commitments with respect to the issuance of, shares of capital stock of the Company arehave been issued, and all shares which may be granted or made, except the Company Rights in accordance with the terms of the Company Rights Agreement that are issued upon in connection with the Company Common Stock pursuant to the exercise of stock options and warrants will beCompany Options outstanding on July 31, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote2003.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 150,000,000 shares of common stock, par value $0.01 per share (“Company Common Stock Stock”) and 5,000,000 8,000,000 shares of preferred stock, par value $.001 0.01 per share (the "“Company Preferred Stock"”). As of May 16the close of business on October 19, 20002010, (iA) 25,937,281 88,635,606 shares of Company Common Stock (other than treasury shares) were issued and outstanding; , of which (i) all were validly issued and are fully paid, nonassessable and free of preemptive rights, and (ii) no 2,354,917 shares of Company Preferred Stock were issued or outstanding; are Restricted Stock, (iiiB) no shares of Company Common Stock were held in the treasury of the Company; Company or by the Company Subsidiaries or CPS, (ivC) no 5,225,590 shares of Company Common Stock were held by any Subsidiary of available for issuance pursuant to the Company; Company Stock Plans, (vD) 4,177,869 8,199,523 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 issuable upon exercise of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan Options outstanding as of such date, (the "Purchase Plan"); and (viiE) 36,764 729,167 shares of Company Common Stock were reserved for issuance and issuable upon exercise of the warrant to purchase Company Warrants outstanding as of such date, and (F) the Company has obligations to issue up to 2,114,777 shares of Company Common Stock dated October 28, 1998 held by Intel CorporationStock. None As of the date hereof, 6,578,948 shares of Company Preferred Stock are designated as Series A Convertible Preferred Stock, of which 5,263,158 shares are issued and outstanding and convertible into 21,052,632 shares of Company Common Stock, which shares of Company Common Stock are subject to, nor were they issued reserved for issuance and issuable upon conversion of the Preferred Stock in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by accordance with the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightCertificate. Except as set forth above and in this Section 3.2(a) or as set forth in Section 2.3(a3.2(a) of the Company Disclosure Schedule, as there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Company, any Company Subsidiary or CPS is a party or by which the Company, any Company Subsidiary or CPS is bound relating to the issued or unissued capital stock or other Equity Interests of the date hereofCompany, no any Company Subsidiary or CPS, or securities convertible into or exchangeable for such capital stock or other Equity Interests, or obligating the Company, any Company Subsidiary or CPS to issue or sell any shares of voting its capital stock or non-voting other Equity Interests, or securities convertible into or exchangeable for such capital stock of, or other Equity Interests in, the Company, any Company Subsidiary or CPS. Since October 19, 2010, the Company has not issued any shares of its capital stock, other equity interests, or securities convertible into or exchangeable for such capital stock or other voting securities Equity Interests, other than those shares of the Company were issued, capital stock reserved for issuance as set forth in this Section 3.2(a) or outstanding. Except as described in Section 2.3(a3.2(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 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote.

Capitalization. (a) The authorized authorized, issued and outstanding capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 per share (the "Company Preferred Stock"). As of May 16, 2000, (i) 25,937,281 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereofhereof is set forth in the General Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, no shares of voting or non-voting capital stockif any, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options pursuant to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, pursuant to existing reservations, agreements or employee benefit plans, or pursuant to the Company has provided exercise of convertible securities or options outstanding on the date hereof or pursuant to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as any dividend reinvestment plan). All of the date hereof, the record holder thereof issued and the exercise prices thereof. All outstanding shares of capital stock of the Company are, have been duly authorized and all shares which may be validly issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, are fully paid and nonassessable non-assessable and not subject to any kind none of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness the outstanding shares of capital stock of the Company with voting was issued in violation of the preemptive or other similar rights (or convertible intoof any securityholder of the Company. As of the date hereof, or exchangeable forexcept 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, securities with voting rights) on any matters on which stockholders all of the issued and outstanding shares of the capital stock of the Company may voteare 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 and outstanding shares of capital stock of the Company will be owned directly by Parent, free and clear of all liens, encumbrances, equities or claims. The Parent is a “holding company” as defined under the Public Utility Holding Company Act of 2005 (the “2005 Act”). The Company is a “subsidiary company” within 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 105,000,000 shares, divided into 100,000,000 (i) 200,000,000 shares of Company Class A Common Stock and 5,000,000 Stock, (ii) two (2) shares of preferred Class B common stock, par value $.001 0.01 per share (the "“Class B Common Stock”), (iii) 999,999 shares of Class C Common Stock and (iv) 25,000,000 shares of Company Preferred Stock"), of which 51,500 of such shares are designated as Series A Preferred Stock. As of May 16July 25, 20002009, (i) 25,937,281 67,121,668 shares of Company Class A Common Stock, one (1) share of Class B Common Stock and 115,062 shares of Class C Common Stock were issued and outstanding; , all of which were validly issued, fully paid and nonassessable and were issued free of preemptive rights, (ii) no 51,500 shares of Company Preferred Stock were outstanding, all of which were validly issued, fully paid and nonassessable and were issued or outstanding; free of preemptive rights, (iii) no an aggregate of 9,765,825 shares of Company Class A Common Stock were held subject to or otherwise deliverable in connection with outstanding equity-based awards or the treasury exercise of outstanding Company Options issued pursuant to the Company; ’s 2007 Omnibus Incentive Compensation Plan, as amended through the date hereof (the “Company Stock Plan”), (iv) no 1,571,318 shares of Company Class A 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 authorized and reserved for future issuance pursuant to the Company's 1999 Employee Company Stock Purchase Plan (the "Purchase Plan"); and (viiv) 36,764 39,161 shares of Class A Common Stock were held in treasury of the Company. From the close of business on July 25, 2009 until the date of this Agreement, no options to purchase shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the or Company Common Preferred Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding have been granted and no shares of Company Common Stock are subject toor Company Preferred Stock have been issued, nor were they except for shares issued pursuant to the exercise of Company Options or pursuant to previously granted Company Stock-Based Awards, in violation of anyeach case, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightin accordance with their terms. Except as set forth above and in Section 2.3(a) of the Company Disclosure Scheduleabove, as of the date hereofof this Agreement, (A) there are no outstanding or authorized (I) shares of voting or non-voting capital stock, other equity interests, stock or other voting securities of the Company were issuedCompany, reserved for issuance or outstanding. Except as described in Section 2.3(a(II) securities 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 convertible into or exchangeable for shares of this Agreement, capital stock or voting securities of the Company has provided or (III) options, warrants or other rights to Parent a complete list acquire from the Company or any of all outstanding options its subsidiaries, and warrants to purchase Company Common Stock as no obligation of the date hereofCompany or any of its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the record holder Company or any of its subsidiaries (collectively, “Company Securities”), (B) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities or to pay any dividend or make any other distribution in respect thereof or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any person and (C) there are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the exercise prices thereofissued or unissued capital stock of the Company or any of its subsidiaries to which the Company or any of its subsidiaries is a party. All Each of the outstanding shares of capital stock of each of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, Company’s subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to any kind were issued free of preemptive rights, and all such shares are owned by the Company or another wholly-owned subsidiary of the Company and are owned free and clear of all security interests, liens, adverse claims, pledges, limitations in voting rights, charges or other encumbrances (other than limitations on transfer under applicable Law). None of the Company’s subsidiaries owns any Company Shares. The Company and its subsidiaries do not own an equity interest in, or similar) rightsany interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership or entity or any participating interest in the revenues or profits of any person, other than in each of their subsidiaries. There are no No bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) its subsidiaries having the right to vote on any matters matter on which stockholders of the may vote are issued or outstanding. All Company may voteShares are uncertificated and represented by book-entry.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 500,000,000 shares of Company Common Stock and 5,000,000 25,000,000 shares of preferred stock, par value $.001 1.00 per share (the "Company Preferred Stock"). As of May 16January 29, 20001999, (i) 25,937,281 120,771,293 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 shares of Company Preferred Stock were issued or outstanding; (iii) no 19,346,205 shares of Company Common Stock were held in the treasury of the Company; (iv) 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 (viiiii) 36,764 an aggregate of 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 the warrant Company Plans (as defined in Section 3.10). Since January 29, 1999, no options to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock have been granted and no shares of Company Common Stock have been issued except for shares issued pursuant to the exercise of Company Stock Options outstanding as of January 29, 1999. No shares of Company Preferred Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightand outstanding. Except (i) as set forth above and in Section 2.3(aabove, (ii) as a result of the exercise of Company Disclosure Schedule, Stock Options outstanding as of January 29, 1999, (iii) with respect to no more than 50,000 options granted to Company employees since January 29, 1999 and prior to the date hereofEffective Time consistent with past practice and (iv) Rights issued pursuant to the Rights Plan, there are outstanding (a) no shares of voting or non-voting capital stock, other equity interests, stock or other voting securities of the Company were issuedCompany, reserved for issuance or outstanding. Except as described in Section 2.3(a(b) no securities of the Company Disclosure Scheduleconvertible into or exchangeable for shares of capital stock or voting securities of the Company, all outstanding (c) no options or other rights to purchase Company Common Stock were granted under acquire from the Company's Option Plans. In connection with the execution , and no obligation of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants issue, deliver or sell or cause to purchase Company Common Stock as be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the date hereofCompany and (d) no equity equivalents, interests in the record holder thereof and ownership or earnings of the exercise prices thereofCompany or other similar rights (collectively, "Company Securities"). All Other than the Company Plans, there are no outstanding shares obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities 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 other options, calls, warrants or other similar rights (other than Rights issued pursuant to the Rights Plan), agreements, arrangements or commitments relating to the issued or unissued capital stock of the Company areor any of its subsidiaries to which the Company or any of its subsidiaries is a party. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and all shares conditions specified in the instruments pursuant to which may they are issuable, shall 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 any kind free of preemptive (or similar) rights and registration rights. There are no bonds, debentures, notes or other indebtedness outstanding contractual obligations of the Company with voting rights or 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 convertible intootherwise) in any such subsidiary or any other entity. rights, charges or exchangeable forother encumbrances of any nature whatsoever, securities with voting rights) on any matters on which stockholders 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 has delivered to Parent prior to the date hereof a chart of the subsidiaries of the Company may votewhich 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 which is not disclosed in such chart, is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries, taken as a whole.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 per share (the "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. As of May 16, 2000the date hereof, (i) 25,937,281 6,889,767 shares of Company Common Stock were are issued and outstanding; , (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were are held in the treasury of the Company; , (iviii) 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding 293,437 shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by reserved for issuance pursuant to outstanding Options granted under the Company or to which Option Plans, (iv) 12,496.71233 shares of Series D Preferred are issued and outstanding, (v) 7,584.815 shares of Series E Preferred are issued and outstanding, (vi) 2,000 shares of Series F Preferred are issued and outstanding, (vii) no shares of Company Preferred Stock are held in the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) treasury of the Company, (viii) 1,249,671 shares of Company Disclosure ScheduleCommon Stock are reserved for issuance upon conversion of issued and outstanding shares of Series D Preferred, as (ix) 1,083,545 shares of Company 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 voting Company Capital Stock issued and outstanding or non-voting capital stock, other equity interests, or other voting securities reserved for future issuance. All of the Company were issued, reserved for issuance or 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 issued 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 of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, Capital Stock are duly authorized, validly issued, fully paid paid, non-assessable and nonassessable free of preemptive rights. None of the issued and not 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 any kind 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 Articles of Incorporation, any applicable federal or similar) state Law or any preemptive rights or rights to subscribe for or purchase securities. Except as set forth in this Section 3.03 or Section 3.12, there are no options, warrants, calls or preemptive rights relating to the issued or unissued capital stock of the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, 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 bondsobligations, debenturescontingent or otherwise, notes or other indebtedness of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or capital stock of any subsidiary or 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 voting rights (or convertible intorespect to any Company Capital Stock to which the Company or, or exchangeable for, securities with voting rights) on any matters on which stockholders to the knowledge of the Company, any other person is a party or by which the Company may voteor any such other person is bound. All of the outstanding shares of 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 another subsidiary free and clear of any and all Encumbrances.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into (i) 100,000,000 shares of Company Common Stock and 5,000,000 (ii) 10,000,000 shares of preferred stock, par value $.001 0.001 per share share, (the "“Company Preferred Stock"”). As of May 16the close of business on March 27, 2000, 2015 (ithe “Capitalization Date”): (A) 25,937,281 20,874,966 shares of Company Common Stock were issued and outstanding; (iiB) no shares of Company Preferred Stock were issued or outstanding; (iiiC) no shares of Company Common Stock were held in the treasury of the Company; (iv) no 96,712 shares of Company Common Stock were held by any Subsidiary of the CompanyCompany in its treasury; (vD) 4,177,869 there were outstanding Company Options to purchase 3,108,274 shares of Company Common Stock; (E) 386,570 shares of Company Common Stock were duly reserved for future subject to issuance pursuant to employee stock options granted pursuant to outstanding Company RSUs (which includes the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 maximum number of shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"deliverable under Company RSUs with vesting based upon performance criteria); and (viiF) 36,764 1,004,247 shares of Company Common Stock were reserved for future issuance upon exercise of under the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel CorporationPlans. None of the Such issued and outstanding shares of Company Common Stock are subject tohave been, nor were they 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 violation accordance with the respective terms thereof, duly authorized and validly issued, or in the case of anyshares that have not yet been issued, purchase optionwill be, call option, right fully paid and nonassessable and free of first refusal, preemptive right, subscription right rights. The Company has made available to Parent or any similar right created by its counsel accurate and complete copies of the Stock Plans. The Stock Plans are the only plans or programs the Company or to any Company Subsidiaries has maintained under which the Company is stock options, restricted shares, restricted share units, performance shares or was a party, nor does the Company other compensatory equity or equity-based awards have knowledge of any such rightbeen granted and remain outstanding or may be granted. Except as set forth above and in Section 2.3(a) There are no outstanding contractual obligations of the Company Disclosure Scheduleof any kind to redeem, as of the date hereof, no shares of voting purchase or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 otherwise acquire any outstanding shares of capital stock of the Company. Other than the Company areCommon Stock, 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 any kind of preemptive (or similar) rights. There there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness or securities of the Company with voting rights having the right to vote (or or, other than the outstanding Company Equity Awards, convertible into, or exchangeable for, securities with voting rightshaving 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 respect to any Company securities or securities of any wholly-owned Company Subsidiary.

Capitalization. (ai) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 50,000,000 shares of Company Common Stock Stock, $0.01 par value, and 5,000,000 shares of preferred stock, $1.00 par value $.001 per share (the "Company Preferred Stock"). As of May 16January 31, 20001999, (i1) 25,937,281 28,670,645 shares of Company Common Stock were issued and outstanding; , (ii2) no shares of Company Preferred Stock were issued or outstanding; (iii) no 3,169,785 shares of Company Common Stock were held in the treasury of the Company; (iv) 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 upon the exercise of outstanding options granted pursuant to under the Stock Option Plans Plans, (the "Outstanding Employee Options"); (vi3) 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) 36,764 256,286 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the outstanding warrants, (4) 4,740,740 shares of Company Common Stock dated October 28were reserved for issuance upon the conversion of the Company's 6 1/4% Convertible Subordinated Debentures Due 2004 (the "Convertible Debentures"), 1998 (5) no shares of Preferred Stock were issued and outstanding, and (6) no shares of Company Common Stock were held by Intel Corporationin the Company's treasury. All issued and outstanding shares of Company Common Stock have been duly authorized and validly issued in compliance with all applicable securities laws and are fully paid and nonassessable, and none of such shares are subject to, nor were they issued in violation of, any preemptive rights. None of the outstanding shares of Company Common Stock are is subject to, nor were they issued in violation of any, purchase option, call option, to any right of first refusal, preemptive right, subscription refusal or similar right of the Company or any similar right created of its Subsidiaries, and, except as set forth in Schedule 3.1(c)(i) delivered to Parent by the Company or prior to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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, 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 has provided prior to Parent a complete list the execution of all outstanding options this Agreement and warrants except for purchases pursuant to purchase Company Common the Company's Stock as of the date hereofPurchase Plan, the record holder thereof and except for changes since January 31, 1999 resulting from the exercise prices thereof. All 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 areauthorized, issued or outstanding and (ii) there are not as of the date hereof, and all shares which may be issued upon at the exercise of stock options and warrants Effective Time there will not be, when issuedany outstanding options, duly authorizedwarrants, validly issuedrights, fully paid and nonassessable and not subject to subscriptions, claims of any kind of preemptive (character, agreements, obligations, convertible or similar) rights. There are no bonds, debentures, notes exchangeable securities or other indebtedness commitments, contingent or otherwise, relating to Company Common Stock or any other shares of capital stock of the Company, pursuant to which the Company with voting rights (is or may become obligated to issue, sell, grant or purchase, redeem or otherwise acquire shares of Company Common Stock, any other shares of its capital stock or any securities convertible into, or exchangeable for, securities with voting rights) on or evidencing the right to subscribe for, any matters on which stockholders shares of the capital stock of the Company. Neither the Company may votenor any of its predecessors has ever adopted any stockholder rights plan (or similar plan commonly referred to as a "poison pill").

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 40,000,000 shares of Company Common Stock and 5,000,000 1,000,000 shares of preferred stock, par value $.001 per share Preferred Stock (the "Company Preferred Stock"), each having a par value of $0.01 per share. As At the close of May 16, 2000, business on the date hereof (i) 25,937,281 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) no shares of Company Preferred Stock were issued or outstanding; (iii) no 196,400 shares of Company Common Stock were held in the treasury of the by Company; , (iviii) no 105,693 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 available 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 (viiiv) 36,764 4,907,820 shares of Company Common Stock were reserved for issuance upon the exercise of the warrant outstanding options to purchase the Company Common Stock dated October 28under the 1982 Option Plan, 1998 held by Intel Corporation. None of the outstanding (v) 1,099,893 shares of Company Common Stock are subject towere available for future grant under the 1982 Option Plan, nor (vi) 190,000 shares of Company Common Stock were they issued in violation reserved for issuance upon the exercise of any, outstanding options to purchase option, call option, right Company Common Stock under the Company's Nonemployee Director Plan; and (vii) 110,000 shares of first refusal, preemptive right, subscription right or any similar right created by Company Common Stock were available for future grants under the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightNonemployee Director Plan. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as As of the date hereof, no shares of voting Company Preferred Stock were issued or non-voting capital stock, other equity interests, or other voting securities outstanding and 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 issued, reserved for issuance or outstandingpursuant to the Company Option Agreement. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding options as to purchase the date of the Agreement: (i) the name of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock were granted under Company's subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option Plans. In connection with was granted; and (vi) whether the execution exercisability of such option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of acceleration. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has provided to Parent a complete list granted such Company Stock Options that are currently outstanding and the form of all outstanding options and warrants to purchase stock option agreement evidencing such Company Stock Options. All shares of Company Common Stock as of subject to the date hereofissuance aforesaid, upon issuance on the record holder thereof terms and conditions specified in the exercise prices thereof. All outstanding shares of capital stock of the Company areinstrument pursuant to which they are issuable, and all shares which may would 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 any kind of preemptive (or similarnon accessible. Except as set forth in Section 2.3(a) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (Schedule, there are no commitments or convertible into, or exchangeable for, securities with voting rights) on agreements of any matters on character to which stockholders the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. All outstanding shares of Company may voteCommon 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) all requirements set forth in applicable contracts, agreements, and instruments.

Capitalization. (a) The authorized capital stock of the Company consists of: (i) 250,000,000 shares of 105,000,000 sharesCompany Common Stock, divided into 100,000,000 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 5,000,000 396,500 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, par value $.001 per share (of which 1,535,398 were issued and outstanding as of October 24, 2017. All of the "outstanding Company Preferred Stock")Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of May 16, 2000, the Measurement Date: (iA) 25,937,281 5,638,122 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of subject to issuance pursuant to outstanding Company Common Stock were held in the treasury of the Company; (iv) 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 (viiB) 36,764 4,688,237 shares of Company Common Stock were reserved for issuance upon exercise the conversion of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are Series A Preferred Stock, subject to, nor were they issued to adjustment on the terms set forth in violation the Certificate of any, purchase option, call option, right Designation and Company Certificate of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightIncorporation. Except as set forth above and in Section 2.3(a) above, at the close of business on the Company Disclosure Schedule, as of the date hereofMeasurement Date, no shares of voting or non-voting capital stock, other equity interests, or other voting securities stock of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) From the Measurement Date to the date of this Agreement, there have been no issuances by the Company of shares of capital stock of the Company Disclosure Scheduleor options, all outstanding options warrants, convertible or exchangeable securities, stock-based performance units or other rights to purchase 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 were granted under Company's Option Plansother than the issuance of Company Common Stock upon the exercise of Company Common Stock Options. In connection with Prior to the execution date of this Agreement, the Company has provided to Parent a complete list schedule including each outstanding Company Compensatory Award and, with respect to each such outstanding Company Compensatory Award, each holder thereof, the number of all outstanding options and warrants to purchase shares of Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock 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 any kind of preemptive (each such Company Compensatory Award, vesting schedule and exercise or similar) rights. There are no bondsbase price, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteas applicable.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares20,000,000 Shares, divided into 100,000,000 10,000,000 Class B Shares and 500,000 shares of Company Common Stock and 5,000,000 shares of preferred stockPreferred Stock, no par value $.001 per share (share. At the "Company Preferred Stock"). As close of May 16business on September 26, 20001997, (i) 25,937,281 shares of Company Common Stock 8,086,951 Shares were issued and outstanding; , (ii) no shares of 83,287 Shares were held by the Company Preferred Stock were issued or outstanding; in its treasury, (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 1,506,163 Shares were reserved for issuance upon exercise of the warrant options to purchase Shares ("Company Stock Options") issued pursuant to the Company Common Company's stock option plans, (iv) 307,374 shares were reserved for issuance under the Company's Associate Stock dated October 28Purchase Plan and 477,786 shares were reserved for issuance under the Company's 1992 Stock Award Plan, 1998 held by Intel Corporation. None (v) 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 shares of Company Common Stock are subject to, nor and (vii) no Class B Shares were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created held by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightin its treasury. Except as set forth above and in Section 2.3(a) of the Company Disclosure Scheduleabove, as of the date hereofof this Agreement, no shares of voting or non-voting capital stock, other equity interests, stock or other voting securities of the Company were issued, reserved for issuance or 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 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 any kind of preemptive (or similar) rights. There Except as set forth above, there are no bonds, debentures, notes or other indebtedness of the Company with voting rights having the right to vote (or convertible into, or exchangeable for, securities with voting rightshaving the right to vote) 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 kind to which the Company or any of its subsidiaries is a party 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 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) to vote or to dispose of any shares of the capital stock of any of the Company's subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 70,000,000 shares of Company Common Stock Stock, without par value, and 5,000,000 (ii) 30,000,000 shares of preferred stock, without par value $.001 per share (the "“Company Preferred Stock"”). As At the close of business on May 164, 20002010, (i) 25,937,281 45,630,810 shares of Company Common Stock were issued and outstanding; , (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no including 1,785,230 shares of Company Common Stock that were held in the treasury outstanding as of the Company; relevant time but were subject to vesting or other forfeiture restrictions or a right of repurchase by Company as of such time), (ivii) no 1,988,371 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"); in its treasury, and (viiiii) 36,764 an aggregate 4,573,179 shares of Company Common Stock were reserved for issuance upon exercise pursuant to outstanding awards and rights under the 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 Option Plan, the Prime Amended and Restated 1993 Stock Option Plan, the HealthTronics Surgical Services, Inc. (“HSS”) 2002 Stock Option Plan, the HSS 2001 Stock Option Plan and the HSS 2000 Stock Option Plan (collectively, the “Company Stock Plans”), of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding which (A) 2,787,949 shares of Company Common Stock are were underlying outstanding and unexercised options entitling the holder thereof to purchase a share of Company Common Stock (each, a “Company Option”), and (B) 1,785,230 shares of Company Common Stock were subject toto Company Stock Awards (of which 1,785,230 shares were restricted stock awards). At the close of business on May 4, nor 2010, no shares of Company Preferred Stock were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightand outstanding. Except as set forth above and in Section 2.3(a4.2(a) of the Company Disclosure ScheduleLetter sets forth, as of the date hereofclose of business on May 4, no shares of voting 2010, the authorized and outstanding capital stock (or non-voting capital stock, other equity interests, ) of each Company Entity held directly or indirectly by the Company and the total of such outstanding capital stock (or other voting securities of the Company were issued, reserved for issuance or 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 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteequity interests).

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into (i) 100,000,000 shares of the Company Common Stock and 5,000,000 shares of preferred stockStock, par value $.001 0.001 per share share, and (the "Company ii) 15,000,000 shares of Preferred Stock"), par value $0.001 per share. As of May 16July 19, 20002002, (i) 25,937,281 15,196,923 shares of the Company Common Stock were issued and outstanding; , all of which were validly issued, fully paid and nonassessable, (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of the Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Capital Stock were held by any Subsidiary Subsidiaries of the Company; , (viv) 4,177,869 229,843 shares of the Company Common Stock were duly reserved and available for future issuance pursuant to employee stock options granted pursuant to under the Option Plans Company ESPP, (the "Outstanding Employee Options"); (viv) 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 4,142,957 shares of Company Common Stock were reserved and available for issuance upon the exercise of the warrant to purchase the outstanding Company Common Stock dated October 28Options, 1998 held by Intel Corporation. None of the outstanding (vi) 686,832 shares of Company Common Stock are subject towere reserved and available for issuance upon the redemption of (A) all then outstanding shares of Company Exchangeable Preferred Stock, nor were they issued in violation and (B) all shares of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by Company Exchangeable Preferred Stock issuable pursuant to the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as Contract set forth above and in Section 2.3(a3.3(a) of the Company Disclosure Schedule, as of the date hereof, no and (vii) 57,500 shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company Exchangeable Preferred Stock were issued, reserved and available for issuance or outstanding. Except as described pursuant to the Contract set forth in Section 2.3(a3.3(a) of the Company Disclosure Schedule. Other than as set forth in this Section 3.3(a), 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 thereofCompany has no other securities authorized, reserved for issuance, issued or outstanding. All outstanding shares of capital stock of Company Common Stock subject to issuance as aforesaid, upon issuance on the Company areterms and conditions specified in the instrument pursuant to which they are issuable, and all shares which may would be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable shares of Company Common Stock. All outstanding shares of Company Capital Stock, all outstanding Company Options, and not subject to any kind all outstanding shares of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness capital stock of each Subsidiary of the Company have been issued and granted in compliance with voting rights (or convertible into, or exchangeable for, i) all applicable securities with voting rightslaws and other applicable Legal Requirements and (ii) on any matters on which stockholders of the Company may voteall requirements set forth in applicable Contracts.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 50,000,000 shares of Company Common Stock and 5,000,000 1,000,000 shares of preferred stock, par value $.001 .01 per share share, of which 500,000 have been designated as Series A Junior Participating Preferred Stock. As of the close of business on April 1, 1998 (the "Company Preferred StockCapitalization Date"). As of May 16, 2000, (i) 25,937,281 ): 29,578,704 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or and outstanding; (iii) and no shares of Company Common Stock were held in the treasury Company's treasury. As of the Company; Capitalization Date, the outstanding options to acquire Company Common Stock and all other outstanding warrants or exchangeable or convertible securities or other rights to acquire Company Common Stock were as set forth in Section 3.02(a) of the disclosure letter dated the date hereof and delivered by the Company to the Parent on the date hereof setting forth certain matters referred to in this Agreement (ivthe "Company Disclosure Letter"), and there were outstanding rights (the "Rights Agreement Rights") no under the Rights Agreement dated October 31, 1995 between the Company and State Street Bank and Trust Company (the "Rights Agreement"). A list of all outstanding options (other than the option to be granted pursuant to the Company Option Agreement), warrants, or other rights to acquire common stock of the Company as of the date hereof (including the name of each optionee and the number of shares subject to each such option) and the form of each option agreement that will be utilized to document those option grants that have not been documented as of the date hereof is included in Section 3.02(a) of the Company Disclosure Letter. Since the Capitalization Date, except as set forth in Section 3.02(a) of the Company Disclosure Letter or in the Company SEC Reports (as defined in Section 3.05), filed prior to April 1, 1998, the Company (i) has not issued any Company Common Stock other than the issuance of shares of Company Common Stock were held by any Subsidiary (A) upon the exercise 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 Company Plans prior to the Capitalization Date and listed on Section 3.02(a) of the Company Disclosure Letter, (B) upon the "Outstanding Employee Options"); exercise of warrants or the conversion of convertible securities outstanding as of the Capitalization Date and listed on Section 3.02(a) of the Company Disclosure Letter or (viC) 641,515 shares of Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 1993 Employee Stock Purchase Plan Plan, (the "Purchase Plan"); and (viiii) 36,764 shares of has not granted any options or rights to purchase or acquire Company Common Stock were reserved for issuance upon exercise of (under the warrant to purchase Company's employee benefit plans or otherwise) other than the Company Common Stock dated October 28Option Agreement, 1998 held by Intel Corporationand (iii) has not split, combined or reclassified any of its shares of capital stock. None All of the outstanding shares of Company Common Stock have been duly authorized and validly issued and are subject to, nor were they issued in violation fully paid and nonassessable and are free of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by rights. Except for the Company Option Agreement or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in this Section 3.02 or in Section 2.3(a3.02(a) of the Company Disclosure ScheduleLetter or in the Company SEC Reports filed prior to April 1, as of the date hereof1998, there are outstanding: (i) no shares of voting or non-voting capital stock, other equity interests, stock or other voting securities of the Company, (ii) no securities of the Company were issuedconvertible into or exchangeable for shares of capital stock or voting securities of the Company and (iii) no options, reserved warrants, rights (including preemptive rights) or other agreements or commitments to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for issuance capital stock or outstandingvoting securities of the Company, and no obligation of the Company to grant, extend or enter into any subscription, warrant, option, right, convertible or exchangeable security or other similar agreement or commitment (the items in clauses (i), (ii) and (iii) being referred to collectively as the "Company Securities"). Except as described set forth in Section 2.3(a3.02(a) of the Company Disclosure ScheduleLetter, all there are no outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution obligations of this Agreement, the Company has provided or any Subsidiary to Parent a complete list of all outstanding options and warrants to purchase repurchase, redeem or otherwise acquire any Company Common Stock Securities. Except as set forth in Section 3.02(a) of the date hereofCompany Disclosure Letter, there are no voting trusts or other agreements or understandings to which the record holder thereof and Company or any of its Subsidiaries is a party with respect to the exercise prices thereof. All outstanding shares voting of capital stock of the Company are, and all shares which may be issued upon the exercise or any of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteits Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 20,000,000 shares of Class A Company Common Stock, 10,000,000 shares of Class B Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 0.01 per share (the "Company Preferred Stock"). As of May 16, 2000the date hereof, (i) 25,937,281 5,333,185 shares of Class A Company Common Stock and (ii) 7,080,053 shares of Class B Company Common Stock were issued and outstanding; , all of which are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar rights of any Person, and (iiiii) no shares of Company Preferred Stock were issued or outstanding; (iiiiv) no 421,900 shares of Company Common Stock were held in the treasury of the Company; (ivv) no shares of Company Common Stock were held by any Subsidiary Subsidiaries of the Company; (vvi) 4,177,869 1,400,000 shares of Class A Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans Plan; and (the "Outstanding Employee Options"); (vivii) 641,515 7,080,053 shares of Class A Company Common Stock were duly reserved for future issuance upon conversion of shares of Class B Company Common Stock pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares Certificate of Company Common Stock were reserved for issuance upon exercise Incorporation of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightCompany. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 Agreementimmediately preceding sentence, the Company has provided to Parent a complete list no shares of all capital stock issued and outstanding options or reserved for issuance. The rights and warrants to purchase privileges of the Class B Company Common Stock are set forth in the Certificate of Incorporation of the Company, except such rights and privileges, if any, as may be conferred under Delaware Law. As of the date hereof, the record holder thereof Class A Company Common Stock is a designated security of the Nasdaq National Market, and the exercise prices thereof. All outstanding shares of capital stock of Company and the Class A Company Common Stock satisfy the criteria required to be satisfied in order to maintain the Class A Company Common Stock as such a designated security and the Company are, and all shares which may be issued upon has no Knowledge of any basis for the exercise termination of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to such designation or the taking of any kind action by another Person for the purpose of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteterminating such designation.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 50,000,000 shares of Company Common Stock and 5,000,000 50,000,000 shares of preferred stock, par value $.001 per share (the "Company Preferred Stock"). As of May 16, 2000the date hereof, (ia) 25,937,281 4,951,451 shares of Company Common Stock were are issued and outstanding; , all of which are duly authorized, validly issued, fully paid and nonassessable, (iib) no 1,506,000 shares of Company Preferred Common Stock were issued or outstanding; are reserved for issuance upon the exercise of outstanding Company Stock Options, (iiic) 230,000 shares of Company Common Stock are reserved for issuance upon exercise of outstanding warrants of Company, (d) no shares of Company Common Stock were are held in the treasury of the Company; , (ive) no 77,000 shares of Company Common Stock were held by any Subsidiary of are reserved for issuance pursuant to the Company; Company Stock Options not yet granted, and (vf) 4,177,869 4,951,451 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 are reserved for issuance upon exercise of the warrant Rights issued pursuant to purchase the Rights Agreement, dated November 3, 1999, between Company Common Stock dated October 28and American Securities Transfer & Trust, 1998 held by Intel CorporationInc., as Rights Agent ("Company Rights Agreement"). None of the outstanding No shares of Company Common Preferred Stock are subject to, nor were they issued outstanding and no series of Company Preferred Stock has been designated. Other than the financing arrangements that have been specifically disclosed in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by filed as Exhibits to the Company SEC Reports, there are not any bonds, debentures, notes or other indebtedness or securities of Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the Company is or was a party, nor does the Company have knowledge of any such rightCompany's shareholders may vote. Except as set forth above and in this Section 2.3(a) of the Company Disclosure Schedule2.3, as of the date hereof, hereof no shares of voting or non-voting capital stock, other equity interests, stock or other voting securities of the Company were are issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) , and no shares of capital stock or other voting securities of Company will be issued or become outstanding after the date hereof other than upon exercise of the Company Disclosure Schedule, all Stock Options 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. Except as set forth in this Section 2.3, there are no options, stock appreciation rights, warrants or other rights, Contracts, arrangements or commitments of any character ("Options") relating to the record holder thereof and issued or unissued capital stock of any of the exercise prices thereof. All outstanding Acquired Companies, or obligating any of the Acquired Companies to issue, grant or sell any shares of capital stock of, or other equity interests in, or securities convertible into equity interests in, Company or any of its Subsidiaries. Since December 31, 2002, Company has not issued any shares of its capital stock or Options in respect thereof, except upon the conversion of the Company are, and all shares which may be issued upon securities or the exercise of stock the options and warrants will bereferred to above. All shares of Company Common Stock subject to issuance as described above will, when 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. Other than the financing arrangements that have been specifically disclosed in or filed as Exhibits to the Company SEC Reports: (i) none of the Acquired Companies has any Contract or other obligation to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any of Company's Subsidiaries, or make any investment (in the form of a loan, capital contribution or otherwise) in any of Company's Subsidiaries or any other Person; (ii) each outstanding share of capital stock of each of Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to each such share owned by any kind of preemptive the Acquired Companies is free and clear of all Encumbrances; (or similariii) rights. There are no bonds, debentures, notes none of the outstanding equity securities or other indebtedness securities of any of the Company with voting rights Acquired Companies was issued in violation of the Securities Act or any other Law; and (or convertible intoiv) none of the Acquired Companies owns, or exchangeable forhas any Contract or other obligation to acquire, any equity securities with voting rightsor other securities of any Person (other than Subsidiaries of Company) on or any matters on which stockholders direct or indirect equity or ownership interest in any other business. None of the Acquired Companies is a general partner of any general or limited partnership of which all of the partnership interests are not held by the Company may voteor Subsidiary.

Capitalization. (a) The Company is solely authorized capital to issue 50,000,000 shares of Company Common Stock. As of the Company consists of 105,000,000 sharesdate hereof, divided into 100,000,000 there were 14,296,773 shares of Company Common Stock issued and 5,000,000 outstanding (the "Outstanding Common Shares"). The Outstanding Common Shares include 25,000 shares of preferred stockCompany Common Stock which were initially issued to Jack L. York as restricted shares, par value 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 deemed not tx xx xxtstanding as of the Effective Time of the Merger. All of the Outstanding Common Shares have been fully paid, have been validly issued, and are nonassessable. No shares of Company Common Stock have been issued in violation of the preemptive rights of any person or entity and the holders of Outstanding Common Shares do not possess preemptive rights. Except with respect to (i) options covering not more than 633,166 shares of Company Common Stock granted pursuant to the Company's Incentive and Non-Qualified Stock Option Plan (the "Stock Option Plan"), (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 $.001 .75 per share pursuant to a warrant agreement (the "Swiss Warrant Agreement"), dated June 15, 1993, between the Company and Chemical Trust Company of California, as warrant agent (the "Swiss Warrants"), (iii) warrants to purchase through March 31, 1999 up to 1,530,000 shares of Company Common Stock at an exercise price of $.75 per share (the "Company Preferred StockFirst ABG Warrants"). As of May 16, 2000which First ABG Warrants were granted to Scherer pursuant to an omnibus agreement, dated April 12, 1993, bxxxxxx the Company and Scherer (the "Omnibus Agreement"), (iiv) 25,937,281 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 issued and outstanding; granted to Scherer pursuant to the Omnibus Agreement, (iiv) no shares of Company Preferred Stock were issued or outstanding; (iii) no 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 held granted to Scherer pursuant to a warrant agreement dated April 12, 1993, (vi) x xxxvertible secured promissory note in the treasury principal amount of $700,000 entitling the Company; (iv) no holder thereof to acquire up to 1,000,000 shares of Company Common Stock were held 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 any Subsidiary the Company to David Hagelstein at an exercise price of $.75 per share (the Company; "Conxxxxxxx Xxxxxxx"), the terms of which Consultant Options are reflected in an option agreement, dated August 26, 1993, (vviii) 4,177,869 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 were duly reserved for future issuance pursuant at an exercise price of $1.00 per share, which price is payable by reducing amounts otherwise payable by the Company, (ix) Warrants to employee stock options granted pursuant purchase through September 30, 1997 up to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 10,000 shares of Company Common Stock at an exercise price of $4.00 per share (the "ITT Warrants"), which ITT Warrants were duly reserved for future issuance 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 1999 Employee Stock Purchase Plan Rights Agreement, dated as of August 8, 1991, between the Company and Bank of America National Trust & Savings Association, as amended (the "Purchase PlanRights Agreement"); and (vii) 36,764 , the Company does not have outstanding any options or warrants to purchase, or contracts to issue, or contracts or any other rights entitling anyone to acquire, shares of Company Common Stock were reserved its capital stock of any class or kind, or securities convertible into or exchangeable for issuance upon exercise such shares. In light of commitments made by Robert P. Scherer, 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 warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of Merger the outstanding shares of Company Common Stock are subject toshall 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, nor were they (b) up to 1,083,317 shares of Company Common Stock which may be issued in violation between the date hereof and the Closing Date upon exercise of anythe Swiss Warrants, purchase option, call option, right (c) up to 800,000 shares of first refusal, preemptive right, subscription right or any similar right created Company Common Stock which may be issued by the Company or to which upon the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) exercise of the Company Disclosure ScheduleCurrent Warrants, as of (d) the date hereof, no 1,000,000 shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 to be issued upon conversion of the execution Convertible Note, (e) up to 50,000 shares 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 of the Company are, and all shares which may be issued upon the exercise of stock 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 complete and axxxxxxx schedule setting forth the names of each holder of the options currently outstanding under the Option Plan ("Plan Options" or "Employee Options"), the First 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 cuxxxxxxx issuable to each such holder pursuant to such options, warrants will beand Convertible Note (after giving effect to the anti-dilution provisions applicable thereto), when issuedthe current exercise price of each of such options, duly authorizedwarrants and Convertible Note (after giving effect to the anti-dilution provisions applicable thereto), validly issued, fully paid and nonassessable and not subject the dates on which each such option or warrant granted to any kind of preemptive such holder becomes exercisable (or similarif such option becomes exercisable in installments, the dates and percentages applicable to such installments) rightsand the date on which each such option or warrant terminates. There are no bonds, debentures, notes or other indebtedness The Company has amended its Rights Agreement in such a manner that the execution of this Agreement and the consummation of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on Merger will not cause any matters on which stockholders of the Company may voteRights to become exercisable with or without the passage of time.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 500,000,000 shares of Company Common Stock and 5,000,000 (ii) 50,000,000 shares of preferred stock, par value $.001 0.01 per share (the "Company Preferred Stock"), of which 10,000,000 shares are designated as Increasing Rate Cumulative Preferred Stock. As of May 16August 17, 20002004, (i) 25,937,281 103,306,804 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 an aggregate of Company Preferred Stock were issued or outstanding; (iii) no 6,310,410 shares of Company Common Stock were held are deliverable in connection with the exercise of outstanding Company Options granted pursuant to the Company's 2001 Stock 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 each of which is equal to the value of a Share (each, a "Phantom Stock Right"), are outstanding under the Company's Deferred Compensation Plan for Outside Directors and Special Option Plan, and the Employment Agreement, dated September 24, 1998, as amended, to which the Company and its Chief Executive Officer are parties, (b) 87,128 of which are included in the treasury number of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary issued and outstanding provided in clause (i) above, and (c) 105,000 of which are not included in the Company; (v) 4,177,869 number of shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans issued and outstanding provided in clause (the "Outstanding Employee Options")i) above; (viiv) 641,515 shares an aggregate 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 9,359,217 shares of Company Common Stock were reserved for issuance upon exercise under the Contingent Stock Agreement effective as of January 1, 1996 (the "CSA") by the Company in favor of the warrant parties named therein; and (v) no shares of Preferred Stock were outstanding. Since August 17, 2004, no options to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to(the "Company Options") or Preferred Stock have been granted and no shares of Company Common Stock or Preferred Stock have been issued, nor were they except (i) for shares of Company Common Stock issued in violation pursuant to the exercise of any, purchase option, call option, right of first refusal, preemptive right, subscription right Company Options or any similar right created by Company Stock Plan that were subject to issuance on August 17, 2004, (ii) for the grant of awards consisting of shares of Company Common Stock ("Stock Awards") and Company Options (and issuances of Company Common Stock pursuant thereto) after the date hereof 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 to which (iv) as otherwise permitted after the Company is or was a party, nor does the Company have knowledge of any such rightdate hereof in accordance with Section 5.1. Except as set forth above and in Section 2.3(aabove, (A) of the Company Disclosure Schedule, as of the date hereof, no there are not outstanding or authorized any (1) shares of voting or non-voting capital stock, other equity interests, stock or other voting securities of the Company were issuedCompany, reserved for issuance or outstanding. Except as described in Section 2.3(a(2) securities 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 or any of this Agreement, its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company has provided or any of its subsidiaries or (3) options or other rights to Parent a complete list acquire from the Company or any of all outstanding options its subsidiaries, and warrants to purchase Company Common Stock as no obligation of the date hereofCompany to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the record holder thereof Company or any of its subsidiaries (collectively, "Company Securities"), (B) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities and (C) there are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character, including registration rights agreements, relating to the exercise prices thereof. All outstanding shares of issued or unissued capital stock of the Company are, and all shares or any of its subsidiaries to 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteapplicable subsidiary is a party.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 20,000,000 shares of Company Common Stock common stock and 5,000,000 3,000,000 shares of preferred stock. As of the close of 12 17 business on August 31, 1999, there were 4,130,986 shares of the Company's common stock, $.01 par value $.001 per share (the "Company Preferred Common Stock"), outstanding and 1,936.63 shares of the Company's Series B 8% Convertible Redeemable Preferred Stock (the "Series B Stock") outstanding. As The Company has no shares of May 16capital stock reserved for issuance, 2000except that, as of August 31, 1999, there were 2,494,760 shares of the Common Stock reserved for issuance pursuant to (i) 25,937,281 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 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 employee stock purchase and stock option plans, (the "Purchase Plan"); ii) nonstatutory stock option agreements, (iii) Public Warrants (as defined below) and Underwriter Warrants (as defined below) and (viiiv) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightSeries B Stock. Except as set forth above and in Section 2.3(a) 4.04 of the Company Disclosure ScheduleStatement, no Shares are held by the Company as treasury shares and no Shares have been acquired by the Company that are subject to outstanding pledges to secure future payment of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 thereofprice therefor. All outstanding shares of capital stock of the Company arehave been duly authorized and validly issued and are fully paid and non-assessable (except as otherwise provided in Section 180.0622(2)(b) of the WBC). Except as set forth in this Section 4.04 or in Section 4.04 of the Company Disclosure Statement and except for changes since May 31, and all shares which may be issued upon 1999 resulting from the exercise of Options, nonstatutory stock options or warrants, the conversion of the Series B Stock outstanding on such date, or the Company's obligations under the Stock Option Agreement, there are outstanding (a) 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 of the Company, and warrants will be(c) no options or other rights to acquire from the Company, when issuedand no obligation of the Company to issue, duly authorizedany capital stock, validly issuedvoting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (the items in clauses (a), fully paid (b) and nonassessable and not subject (c) being referred to any kind of preemptive (or similar) rightscollectively as the "Company Securities"). There are no bonds, debentures, notes or other indebtedness outstanding obligations of the Company with voting rights (or convertible intoany Subsidiary to repurchase, redeem or exchangeable for, securities with voting rights) on otherwise acquire any matters on which stockholders Company Securities. To the knowledge of the Company may voteCompany, other than the Stockholder Agreements, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of the capital stock of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 50,000,000 shares of Company Common Stock and 5,000,000 100,000 shares of preferred stock, no par value $.001 per share (the "“Company Preferred Stock"”). As of May 16February 3, 20002012, (i) 25,937,281 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, (ii) 2,697,581 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans, including 1,645,648 shares of Company Common Stock issuable upon the exercise of Company Options (whether or outstanding; not presently exercisable) and (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created owned by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital treasury stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 of the Company arehave been, and all shares which of Company Common Stock that may be issued upon pursuant to any of the exercise of stock options and warrants Company Stock Plans will 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, duly authorized, validly issued, will be) fully paid and nonassessable and are not subject to any kind of preemptive (or similar) rights. There are no bondsEach Company Option and each Restricted Share award has been granted in accordance with applicable Law, debenturesthe 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, notes or other indebtedness respectively, true, complete and correct copies of which have been made available to Parent. No Subsidiary of the Company with voting owns any shares of Company Common Stock. There were outstanding rights (or convertible into, or exchangeable for, securities with voting rights) to purchase 26,785 shares of Company Common Stock on any matters on which stockholders the last day of the current offering period in effect under the Company may voteOwnership Plan (assuming the fair market value per share of Company Common Stock on the last day of the current offering period in effect under the Company Ownership Plan will be equal to the Merger Consideration). As of the last day of the most recent payroll period ending prior to the date of this Agreement, the aggregate amount credited to the accounts of participants in the Company Ownership Plan was $172,242.07 and the aggregate amount credited to such accounts for such payroll period was $9,174.71.

Capitalization. (a) The As of the Capitalization Date, the authorized capital stock of the Company consists solely of 105,000,000 shares, divided into 100,000,000 (i) 273,910,000 shares of Company Common Stock Stock, of which 32,551,759 shares were issued and 5,000,000 outstanding, and (ii) 1,090,000 shares of preferred stock, par value $.001 per share (the "Company Preferred Stock"), none of which were issued and outstanding. As of May 16, 2000the Capitalization Date, (i) 25,937,281 an aggregate of 901,310 shares of Company Common Stock were subject to or otherwise deliverable in connection with the exercise of outstanding Company Stock Options, (ii) an aggregate of 394,952 shares of Company Common Stock were subject to or otherwise deliverable in connection with outstanding Company Performance-Based RSUs, of which 332,751 shares are cash-settled and 62,201 shares are stock-settled, (iii) an aggregate of 607,042 shares of Company Common Stock were subject to or otherwise deliverable in connection with outstanding Company Time-Based RSUs, of which 412,005 shares are cash-settled and 195,037 shares are stock-settled, (iv) an aggregate of 310 shares of Company Common Stock were subject to or otherwise deliverable in connection with outstanding Company Time-Based RCUs, all of which are cash-settled, and (v) an aggregate of 7,944 Company Restricted Shares were issued and outstanding; . Schedule 4.7(a)(i) of the Company Disclosure Letter sets forth, as of the Capitalization Date, a correct and complete listing of all outstanding Company Equity Awards, setting forth (i) the number of shares of Company Common Stock subject to each Company Equity Award, (ii) no the date on which the Company Equity Award was granted, (iii) the number of shares of Company Preferred Common Stock were issued 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. From the Capitalization Date until the date of this Agreement, no options to purchase shares of Company Common Stock or outstanding; (iii) awards that may be settled in shares of Company Common Stock have been granted and no shares of Company Common Stock were held in the treasury of the Company; (iv) no have been issued, except for 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 issued pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares exercise or vesting of Company Common Stock were duly reserved for future issuance pursuant to Options or the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares vesting of Company Common Stock were reserved for issuance upon exercise RSUs, Company Time-Based RCUs or Company Restricted Shares, in each case in accordance with the terms of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel CorporationPlans. None All of the issued and outstanding shares of Company Common Capital Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 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 non-assessable. Each Company Stock Option (i) was granted in compliance with all Applicable Laws and not subject to any kind all of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness the terms and conditions of the Company with voting rights Stock Plan pursuant to which it was issued, (ii) has an exercise price per share of Company Common Stock equal to or convertible intogreater than the fair market value of a share of Company Common Stock on the date of such grant, or exchangeable for, securities with voting rights(iii) on any matters has a grant date identical to the date on which stockholders 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 liability for the holder thereof under Section 409A of the Company may voteCode.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of 15,000,000 Company Common Stock Shares, and 5,000,000 no shares of preferred stock, par value $.001 per share (the "Company Preferred Stock"). As of May 16October 2, 2000, (ia) 25,937,281 5,128,740 Company Common Shares were outstanding, (b) 5,128,740 rights to purchase Company Common Shares ("Rights") issued pursuant to the Company's Rights Agreement were outstanding, (c) Company Options to purchase an aggregate of 785,235 shares of Company Common Stock were issued and outstanding; (ii) no shares , all of Company Preferred which were granted under the Stock were issued or outstanding; (iii) no shares of Option Plan, 785,235 Company Common Stock were held in the treasury of the Company; (iv) 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 Shares were reserved for issuance upon the exercise of the warrant to purchase the outstanding Company Options, 123,245 Company Common Shares were reserved for future grants under the Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Option Plan and 5,128,740 Company Common Stock are subject toShares were reserved for issuance under the Company's Rights Agreement, nor (d) 1,885,901 Company Common Shares were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created held by the Company or to which the Company is or was a partyin its treasury, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a(e) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 of the Company arewere held by the Company's Subsidiaries. Except for the Rights, and all shares the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which may be are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Since June 30, 2000, the Company (i) has not issued any Company Common Shares other than upon the exercise of stock options Company Options, (ii) has granted no Company Options to purchase Company Common Shares under the Stock Option Plan or otherwise, and warrants will be(iii) has not split, when issued, combined or reclassified any of its shares of capital stock. All issued and outstanding Company Common Shares are duly authorized, validly issued, fully paid and paid, nonassessable and not subject to any kind free of preemptive (rights. Except for the Rights, there are no other shares of capital stock or similar) voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in, the Company or any of its Subsidiaries and there are no stock appreciation rights or limited stock appreciation rights outstanding other than those attached to such Company Options. There are no bonds, debentures, notes or other indebtedness outstanding obligations of the Company with voting rights (or convertible intoany Subsidiaries to repurchase, redeem or exchangeable for, securities with voting rights) on otherwise acquire any matters on which stockholders shares of capital stock of the Company may voteand there are no performance awards outstanding under the Stock Option Plan or any other outstanding stock related awards. After the Effective Time, the Surviving Corporation will have no obligation to issue, transfer or sell any shares of capital stock of the Company, the Parent or the Surviving Corporation pursuant to any Company Benefit Plan, including the Stock Option Plan. There are no 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 any of its Subsidiaries. No Company Common Shares have been repurchased by the Company or any of its Subsidiaries since June 30, 2000.

Capitalization. (a) The authorized share capital of the Company consists of 105,000,000 shares, divided into 100,000,000 500,000,000 shares of Company Common Stock Stock, par value $0.0001 per share, 500,000,000 shares of Class B common stock, par value $0.0001 per share, and 5,000,000 10,000,000 shares of preferred stock, par value $.001 0.0001 per share (the "Company Preferred Stock")share. As of May 16February 28, 20002022, there were (i) 25,937,281 119,029,895 shares of Company Common Stock were issued and outstanding; , 9,043,971 shares of Class B common stock issued and outstanding and no shares of preferred stock of the Company issued and outstanding, (ii) no options to purchase an aggregate of 6,353,907 shares of Company Preferred Stock were issued or Common Shares outstanding; , (iii) no 11,967,915 shares of Company Common Shares underlying the Company’s outstanding restricted, performance and deferred stock unit awards (assuming maximum achievement of performance-based awards), (iv) 5,260,199 shares of Company Common Stock were held in the treasury of reserved for issuance under the Company; ’s 2018 Employee Stock Purchase Plan, and (ivv) no 31,096,313 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 under the Company’s 2018 Equity Incentive Plan. Since February 1, 2022, (A) the Company has only issued options, restricted, performance and deferred stock unit awards or other rights to employee stock options granted pursuant to acquire Company Common Shares in the Option Plans ordinary course of business consistent with past practice and (B) the "Outstanding Employee Options"); (vi) 641,515 only 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they capital stock issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or were pursuant to which the Company is or was a partyoutstanding options, nor does the Company have knowledge of any such right. Except as set forth above restricted, performance and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, deferred stock unit awards and other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options compensatory rights to purchase Company Common Stock were Shares granted under Company's Option Plans. In connection with the execution of this Agreementto employees, 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 thereofdirectors or other service providers. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, Common Shares are duly authorized, validly issued, fully paid and nonassessable nonassessable, and are not subject to and were not issued in violation of any kind 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 the Company on any matter. Except as provided in this Agreement, the Notes, the Warrants 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. There are no bonds, debentures, notes subscriptions or other indebtedness rights, agreements or commitments obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any capital stock of the Company with voting rights (or any securities convertible into, into or exchangeable for, securities with voting rights) on any matters on which stockholders for such capital stock and there are no current outstanding contractual obligations of the Company may voteto repurchase, redeem or otherwise acquire any of its shares of capital stock, except with respect to the acquisition of Company Common Shares by the Company to satisfy the payment of the applicable exercise price or withholding taxes for equity awards. Since January 31, 2021, the Company has not declared or paid any dividends.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 20,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 0.01 per share share, of the Company (the "“Company Preferred Stock"”). As of May 16the date of this Agreement, 2000, (i) 25,937,281 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 Company Common Stock as of the date of this Agreement included 5,009 shares of unvested restricted stock (iiithe “Restricted Company Stock”) issued pursuant to the Company’s Amended and Restated Recognition and Retention Plan (the “Retention Plan”), 114,139 shares allocated under the ESOP provisions of the 401(k) Plan, and all Share Equivalents (if any). As of the date of this Agreement, there were no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of or Company Common Preferred 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28outstanding stock options, 1998 held by Intel Corporationwarrants, rights or similar instruments, and there were no shares of restricted stock outstanding except those specified above. None All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are subject tofully paid, nor were they issued in violation nonassessable and free of anypreemptive rights, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by with no personal liability attaching to the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightownership thereof. Except as set forth above and reflected in Section 2.3(a4.2(a) of the Company Disclosure Schedule, the Company does not have and is not bound by any outstanding subscriptions, options, warrants, rights, 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 Company or any securities representing the right to purchase or otherwise receive any shares of Company Common Stock or Company Preferred Stock or any other equity 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 hereofof this Agreement, no shares of voting or non-voting capital stock, other equity interests, or other voting securities the names of the holders of unvested Restricted Company were issued, reserved for issuance or outstanding. Except as described Stock and the number of shares thereof held by each of them on the date of this Agreement are set forth in Section 2.3(a4.2(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 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 45,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 .01 per share (the "Preferred Stock" and, together with the Common Stock, the "Company Preferred Capital Stock"). As of May 16, 2000the date hereof, (i) 25,937,281 15,290,181 shares of Company Common Stock were issued and outstanding; , (ii) no 613,895 shares of Company Preferred Common Stock were issued or outstanding; held in treasury, (iii) no shares of Company Common Stock were held in the treasury of the Company; by any Company Subsidiary and (iv) no shares of Company Preferred Stock are issued or outstanding. As of the date hereof, there were 386,010 shares of Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly authorized and reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee outstanding Company 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None All of the outstanding shares of Company Common Capital Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 of the Company are, and all shares which of Company Capital Stock that may be issued upon pursuant to the exercise of stock options and warrants outstanding Company Options will be, when issuedissued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to any kind of preemptive (or similar) similar rights. There are no bonds, debentures, notes or other indebtedness None of the outstanding securities of the Company with voting rights (has been issued in violation of any foreign, federal or convertible intostate securities Laws. Except as set forth above and in Section 2.2(f) below, no shares of Company Capital Stock, or exchangeable forother equity or voting interests in the Company, or options, warrants or other rights to acquire any such stock or securities with voting rights) on any matters on which stockholders of were issued, reserved for issuance or outstanding. Since February 9, 2006, the Company may votehas 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 to issue any Common Stock and has not split, combined or reclassified any shares of Company Capital Stock.

Capitalization. (a) The As of the date of this Agreement, the authorized share capital of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock 9,340,238,793 Class A Shares and 5,000,000 shares of preferred stock, par value $.001 per share (the "Company Preferred Stock")659,761,207 Class B Shares. As of May 16, 2000the date of this Agreement, (ix)(i) 25,937,281 shares of Company Common Stock were 2,380,077,324 Class A Shares are issued and outstanding; outstanding (including 4,629,275 Class A Shares that have been issued to the Company’s depositary and reserved for future grants under the Company Share Plans), (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 8,214,107 Class A Shares are reserved and available 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 ’s 2006 Stock Purchase Plan Option Scheme, as amended (the "Purchase “2006 Plan"”); , and (viiiii) 36,764 shares of Company Common Stock were 61,190,251 Class A Shares are reserved and available for issuance upon exercise pursuant to the Company’s Share Incentive Plan, as amended (the “2010 Plan”, and together with the 2006 Plan, the “Company Share Plans”) and (y) 659,561,893 Class B Shares are issued and outstanding. As of the warrant date of this Agreement, options to purchase 84,155,652 Class A Shares and restricted share units in respect of 94,201,506 Class A Shares have been granted and are outstanding under the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightShare Plans. Except as set forth above and in this Section 2.3(a) of the Company Disclosure Schedule4.3(a), as of the date hereofof this Agreement, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company Securities were issued, reserved for issuance or outstanding and no securities of any of its Subsidiaries convertible into or exchangeable or exercisable for any Securities were issued or are outstanding. Except as described in Section 2.3(aFrom the date of this Agreement to the Closing Date, (1) of there will be no issuances by the Company Disclosure Scheduleof any Securities, all other than issuances of Class A Shares pursuant to options or restricted share units (as each such term is defined in the Company Share Plans) outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with on the execution date of this AgreementAgreement and (2) there will be no issuances by the Company of stock-based performance units, share appreciation rights or other rights to acquire Securities or voting interests in, the Company has provided or other rights that give the holder thereof any economic interest of a nature accruing to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as the holders of the date hereofOrdinary Shares, other than issuances pursuant to the record holder thereof and the exercise prices thereofCompany Share Plans in accordance with their terms. All outstanding shares of capital stock of the Company Ordinary Shares are, and all such shares which that may be issued upon prior to the exercise of stock options and warrants date hereof will be, when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights having the right to vote (or convertible into, or exchangeable for, securities with voting rightsSecurities having the right to vote) on any matters on which stockholders holders of the Ordinary Shares may vote (“Voting Company Debt”). Except for any obligations pursuant to this Agreement or as otherwise set forth above in this Section 4.3(a), as of the date of this Agreement, there are no Securities (including without limitation any shareholder rights plan or “poison pill”), stock-based performance units, share appreciation rights or other rights, Contracts or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which the Company is bound (A) obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional Securities or any Voting Company Debt, (B) obligating the Company or any of its Subsidiaries to issue, grant or enter into any such Securities, stock-based performance units, share appreciation rights or other rights, Contracts or undertakings or (C) that give any Person the right to receive any economic interest of a nature accruing to the holders of the Ordinary Shares, including any stock-based performance unit, share appreciation right or similar right or interest based on shares of capital stock of the Company. There are no outstanding obligations of the Company may voteor any of its Subsidiaries to repurchase, redeem or otherwise acquire any Securities, stock-based performance units, share appreciation rights or other rights, other than pursuant to the Company Share Plans or a share repurchase program of the Company that complies with Rule 10b-18 or Rule 10b5-1 under the Exchange Act.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares150,000,000 shares of Company Common Stock. The Company does not have any authorized or outstanding shares of preferred stock. As of the date hereof, divided into 100,000,000 (a) 89,363,767 shares of Company Common Stock are issued and 5,000,000 shares outstanding, all of preferred stockwhich have been duly authorized and validly issued, par value $.001 per share (the "Company Preferred Stock"). As of May 16, 2000and are fully paid and nonassessable, (ib) 25,937,281 9,152,497 shares of Company Common Stock were issued and outstanding; are reserved for issuance upon the exercise of outstanding Company Options or exercise, settlement or conversion of any Company RSU Awards or any other equity-based awards outstanding under the Company Stock Plans, (iic) no shares of Company Preferred Stock were issued or outstanding; (iii) no 71,569 shares of Company Common Stock were are held in the treasury of the Company; (iv) 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 (viid) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding 1,446,885 shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) and available for the future grant of equity-based awards under 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 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness or, except as described in the immediately preceding sentence, securities of the Company with voting rights Company, in each case having the right to vote (or convertible into, or exchangeable for, securities with voting rightshaving the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth in this Section 2.3, as of the date hereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding and, as of the date hereof, no shares of capital stock or other voting securities of the Company are obligated by the Company to be issued or become outstanding after the date hereof other than upon exercise of the Company Options or exercise, settlement or conversion of any Company RSU Awards or any other equity-based awards under the Company Stock Plans outstanding as of the date hereof or under the ESPP. Except as set forth in this Section 2.3, as of the date hereof, there are no Options relating to the issued or unissued capital stock of any of the Acquired Corporations, or obligating any of the Acquired Corporations to issue, grant or sell any shares of capital stock of, or other equity interests in, or securities convertible into, or exercisable or exchangeable for, equity interests in, the Company or any of its Subsidiaries. Since September 29, 2007 through the date of this Agreement, the Company has not issued any shares of its capital stock or Options in respect thereof, except for the issuance of (a) Company RSU Awards and Company Options in the ordinary course of business and (b) Company Common Stock issued upon the valid exercise of Company Options or exercise, settlement or conversion of Company RSU Awards or other equity-based awards under the Company Stock Plans. All shares of Company Common Stock subject to issuance under the Company Stock Plans will, upon issuance on the terms and conditions specified in the respective Company Stock Plans pursuant to which they are issuable, be duly authorized, validly issued, fully paid and nonassessable. None of the Acquired Corporations has any Contract or other obligation to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any of the Company’s Subsidiaries, or make any investment (in the form of a loan, capital contribution or otherwise) in any of the Company’s Subsidiaries or any other Person. Each outstanding share of capital stock of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is owned by the Company or by the applicable Subsidiary of the Company free and clear of all Encumbrances. None of the outstanding equity securities or other securities of any of the Acquired Corporations was issued in violation of the Securities Act or any other Legal Requirement. None of the Acquired Corporations owns, or has any Contract or other obligation to acquire, any equity securities or other securities of any Person (other than Subsidiaries of the Company) or any direct or indirect equity or ownership interest in any other business. None of the Acquired Corporations is or has ever been a general partner of any general or limited partnership. Each Company Option or other right to acquire Company Common Stock or other equity of the Company has at all times been properly accounted for in accordance with GAAP in the Company’s audited financial statements.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 of: (i) 75,000,000 shares of Company Common Stock and (ii) 5,000,000 shares of preferred stock, par value $.001 0.01 per share (the "“Company Preferred Stock")”) of which, (x) 200,000 shares are designated as Series D-1 Preferred Stock and (y) 150,000 shares are designated as Series A Participating Preferred Stock and were reserved for issuance in accordance with the Company Rights Agreement, pursuant to which the Company had issued rights (“Company Rights”) to purchase shares of such Series A Participating Preferred Stock and which Company Rights expired pursuant to the terms of the Company Rights Agreement on September 26, 2007. As At the close of May 16business on February 22, 20002008, (i) 25,937,281 21,576,533 shares of Company Common Stock were issued and outstanding; , (ii) no 200,000 shares of Company Series D-1 Preferred Stock were issued or and outstanding; , (iii) no 3,568,658 shares of Company Common Stock were held in the treasury subject to outstanding Company Options, (iv) 2,352,941 shares of Company Common Stock were reserved for issuance upon conversion of the Company; Series D-1 Preferred Stock, (ivv) no shares of Company Common Stock were held by any Subsidiary the Company in its treasury, (vi) no shares of Company Preferred Stock were held by the Company; Company in its treasury and (vvii) 4,177,869 no shares or Series A Participating Preferred Stock were outstanding. All outstanding shares of Company Common Stock, and all 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None Options or upon conversion of the Series D-1 Preferred Stock, have been duly authorized and all outstanding shares of Company Common Stock are subject toare, nor were they issued in violation and all shares of any, purchase option, call option, right Company Common Stock reserved for issuance upon exercise of first refusal, preemptive right, subscription right or any similar right created by the Company Options or to which upon conversion of the Series D-1 Preferred Stock, both in accordance with their respective terms, will upon issuance be, validly issued, fully paid, nonassessable and free of preemptive rights. All shares of Company is or was a partyPreferred Stock have been duly authorized and all outstanding shares of Series D-1 Preferred Stock are validly issued, nor does the Company have knowledge fully paid, nonassesable and free of any such rightpreemptive rights. Except as set forth above and in Section 2.3(a3.2(a) of the Company Disclosure ScheduleLetter sets forth a correct and complete list, as of February 25, 2008, of the outstanding Company Options, the number of shares of Company Common Stock underlying such Company Options, the holders, exercise prices, dates of grant, vesting schedules and expiration dates thereof and the Company Stock Plan (if any) under which such Company Option was granted. Since February 22, 2008, the Company has not issued, or reserved for issuance, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, other than or pursuant to the Company Options referred to above that are outstanding as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 150,000,000 shares of Company Common Stock and 5,000,000 10,000,000 shares of preferred stock, par value $.001 0.01 per share (the "“Company Preferred Stock"”). As of May 16June 30, 20002010, (i) 25,937,281 17,583,686 shares of Company Common Stock were issued and outstanding (including, for the avoidance of doubt, Restricted Shares), all of which were duly authorized, validly issued, fully paid and non-assessable (other than Restricted Shares), and none of which were issued in violation of any preemptive or similar rights of any securityholder of the Company, (ii) Options to purchase an aggregate of 228,320 shares of Company Common Stock were issued and outstanding (of which 195,916 were exercisable, and all 228,320 of which had an exercise price in excess of the Merger Consideration), and (iii) Warrants to purchase an aggregate of 2,700,000 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding The shares of Company Common Stock are subject to, nor were they issued in violation listed for trading on the New York Stock Exchange the “NYSE”). The Company has made available to Parent an accurate summary of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightall outstanding Options and Restricted Shares. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as As of the date hereof, 100,000 shares of the Company Preferred Stock have been designated Series A Junior Participating Preferred Stock and are reserved for issuance in connection with the Company’s Amended and Restated Rights Agreement dated April 1, 2002, as amended on December 13, 2006, July 25, 2008 and the date hereof (the “Company Rights Plan,” with the rights provided for therein being the “Rights”), and no shares of voting or non-voting capital stockthe Company Preferred Stock are issued and outstanding. As of June 30, other equity interests2010, or other voting securities $43.6 million in aggregate principal amount of the Company Company’s 11.25% convertible secured notes due 2023 (the “Convertible Notes”) were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of From June 30, 2010 to the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution date of this Agreement, the Company has provided not issued any shares of capital stock or granted any Options or other rights to Parent a complete list purchase shares of capital stock, except for Options granted pursuant to the Company’s 2009 Employee Stock Purchase Plan and Shares and associated Rights issued pursuant to the exercise of Options or Warrants that were granted on or prior to July 1, 2010, and true and correct copies of all outstanding options plans and warrants forms of grant and issuance agreements related thereto (including for the Options and Restricted Shares) have been made available to purchase Parent. The Company Common has no obligation, contractual or otherwise, to issue additional Options or Restricted Shares under any Stock as of Incentive Plan or otherwise after the date hereof. Except as set forth in this Section 2.3, there are no options, warrants or other rights, agreements, arrangements or commitments of any character obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the record holder thereof Company or any Company Subsidiary. Except for the outstanding Convertible Notes, which must be redeemed under certain circumstances pursuant to that certain Indenture, dated August 5, 2003, among the Company, as borrower, ExpressJet Airlines, Inc., as guarantor, and Bank of New York Mellon Trust Company, N.A., as successor trustee, as amended by that certain First Supplemental Indenture, dated as of July 30, 2008 (the exercise prices thereof“Indenture”), there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock or other securities of the Company or any Company Subsidiary. All of the issued and outstanding shares of capital stock or equivalent equity interests of each Company Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable; all such shares of capital stock or equivalent equity interests owned by the Company, directly or through the Company Subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim (other than in favor 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 or any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (Subsidiaries); and no outstanding shares of capital stock or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders equivalent equity interests of the Company may voteSubsidiaries were issued in violation of any preemptive or similar rights arising by operation of law, or under the charter, bylaws or other comparable organizational documents of any Company Subsidiary or under any agreement to which the Company or any Company Subsidiary is a party.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 90,000,000 shares of Company Common Stock and 5,000,000 750,000 shares of preferred stockPreferred Stock, par value $.001 20.00 per share (the "Company Preferred Stock"). As of May April 16, 20001997, (i) 25,937,281 21,381,593 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 (or similar) rights, (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 (viiiii) 36,764 an aggregate of 1,689,829 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Options issued pursuant to the warrant Company Plans (as defined in Section 3.10) and the 1994 Stock Option Plan for Non-Employee Directors. Since April 16, 1997, no options to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject tohave been granted and no shares of Company Common Stock have been issued except for shares issued pursuant to the exercise of Options outstanding as of April 16, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right1997. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as As of the date hereof, no shares of voting or non-voting Company Preferred Stock are issued and outstanding. Except (i) as set forth above, (ii) as a result of the exercise of Options outstanding as of April 16, 1997 and (iii) Rights issued pursuant to the Rights Plan referred to in Section 6.13, there are outstanding (a) no shares of capital stock, other equity interests, stock or other voting securities of the Company were issuedCompany, reserved for issuance or outstanding. Except as described in Section 2.3(a(b) no securities of the Company Disclosure Scheduleconvertible into or exchangeable for shares of capital stock or voting securities of the Company, all outstanding (c) no options or other rights to purchase Company Common Stock were granted under acquire from the Company's Option Plans. In connection with the execution , and no obligation of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the date hereofCompany and (d) no equity equivalents, interests in the record holder thereof and ownership or earnings of the exercise prices thereofCompany or other similar rights (collectively, "Company Securities"). All There are no outstanding shares obligations of the Company or any of its 14 10 subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no other options, calls, warrants or other rights (other than Rights issued pursuant to the Rights Plan), agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company areor any of its subsidiaries to which the Company or any of its subsidiaries is a party. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and all shares conditions specified in the instruments pursuant to which may they are issuable, shall 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 any kind free of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness outstanding contractual obligations of the Company with voting rights or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or the capital stock of any subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or convertible intootherwise) in any such subsidiary or any other entity. Each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and all such shares are owned by the Company or exchangeable for, securities with voting rights) on any matters on which stockholders another wholly owned subsidiary of the Company may voteand are owned free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever, except where the failure to own such shares free and clear is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. The Company has delivered to Parent prior to the date hereof a list of the subsidiaries and associated entities of the Company which evidences, among other things, the percentage of capital stock or other equity interests owned by the Company, directly or indirectly, in such subsidiaries or associated entities. No entity in which the Company owns, directly or indirectly, less than a 50% equity interest is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries taken as a whole.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 200,000,000 shares of Company Common Stock and 5,000,000 10,000,000 shares of Company preferred stock, par value $.001 per share (the "Company Preferred Stock"). As of May 16the close of business on November 28, 20001997, (i) 25,937,281 87,153,571 shares of Company Common Stock were validly issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 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 no shares of preferred stock were issued or outstanding. As of the date of this Agreement except as set forth in this Section 4.3, pursuant to any kind Company's Option Plans, pursuant to the Company Option Agreement or set forth in a disclosure letter executed by Company and dated and delivered by Company to National City as of preemptive the date hereof (or similar) rights. There "Company Disclosure Letter"), there are no bondsshares of capital stock of Company authorized, debenturesissued or outstanding and there are no outstanding subscriptions, notes options, warrants, rights, convertible securities or any other agreements or commitments of any character relating to the issued or unissued capital stock or other indebtedness securities of Company obligating Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Company or obligating Company to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Except as set forth in the Company Disclosure Letter, there are no voting trusts or other agreements or understandings to which Company or any of Company's subsidiaries is a party with respect to the voting of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders capital stock of Company. As of the date of this Agreement, there were outstanding under the Company may voteOption Plans options to purchase 2,968,618 shares of Company Common Stock, which Company stock options had a weighted average exercise price of $33.78 and for which adequate shares of Company Common Stock have been reserved for issuance under the Company Option Plans.

Capitalization. (a) The authorized capital stock of the Company consists solely of 105,000,000 shares, divided into 100,000,000 (i) 400,000,000 shares of common stock of the Company, par value $0.0001 per share (the “Company Common Stock Stock”), and 5,000,000 (ii) 1,000,000 shares of preferred stock, par value $.001 0.0001 per share (the "“Company Preferred Stock"”). As The rights and privileges of May 16the Company Common Stock and the Company Preferred Stock are as set forth in the Company’s certificate of incorporation. At the close of business on November 30, 2000, 2021 (i) 25,937,281 the “Capitalization Date”): 36,392,418 shares of Company Common Stock were issued and outstanding; (ii) no shares an aggregate of Company Preferred Stock were issued or outstanding; (iii) no 1,012,916 shares of Company Common Stock were held in the treasury subject to outstanding Company Restricted Stock Awards; Company Stock Options to purchase an aggregate of the Company; (iv) no 1,239,703 shares of Company Common Stock were held by any Subsidiary issued and outstanding; an aggregate of the Company; (v) 4,177,869 70,199 shares of Company Common Stock were duly reserved for future issuance pursuant subject to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options")outstanding Company RSUs; (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 1,142,252 shares of Company Common Stock were reserved for future issuance upon exercise of the warrant to purchase under the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding Plan; and zero shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Preferred 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 issued and warrants to purchase Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereofoutstanding. All outstanding shares of capital stock of the Company arehave been, and all shares which that may be issued upon pursuant to the exercise of stock options and warrants Company Stock Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of shares that have not yet been issued, duly authorizedwill be) fully paid, validly issued, fully paid and nonassessable and not subject free of preemptive rights. Since the Capitalization Date through the date hereof, neither the Company nor any of its Subsidiaries has (1) issued any Company Securities or incurred any obligation to make any payments to any kind Person based on the price or value of preemptive any Company Securities or (2) established a record date for, declared, set aside for payment or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible intopaid any dividend on, or exchangeable formade any other distribution in respect of, securities with voting rights) on any matters on which stockholders of the Company may voteSecurities.

Capitalization. (a) The authorized capital of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 0.10 per share (the "Company Preferred Stock"). As of May 16January 25, 20002001, (i) 25,937,281 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 or outstanding; (iii) no 1,282,052 shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 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) 641,515 287,700 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 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 upon exercise of pursuant to the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel CorporationOption Agreement. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 PlansPlans and the Option Agreement. In connection with the execution Section 2.3(a) of this Agreement, the Company has provided to Parent a complete list of Disclosure Schedule lists all outstanding options and warrants to purchase Company Common Stock as of the date hereofStock, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock 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 the Option Agreement will be, when issuedissued pursuant to the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 20,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 per share (the "Company Preferred Stock"). As of May 16April 13, 20002010, (the “Company Capitalization Date”) (i) 25,937,281 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding 9,610,373 shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 of the Company are, and all shares which may be issued upon the exercise of stock options and warrants will be, when issued, are duly authorized, validly issued, fully paid and nonassessable and not subject free from preemptive rights, whether statutory, contractual or otherwise, with no personal liability attaching to any kind the ownership thereof, (ii) no shares of preemptive Company Common Stock are held in the treasury of the Company, (or similariii)(A) rights100,000 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 Company Restricted Stock Units, in each case with respect to clauses (A) and (B) issued pursuant to Company Stock Plans, (iv) 173,700 shares of Company Common Stock were granted in the form of Company Restricted Shares under the Company Stock Plans, and (v) no other shares of Company Common Stock are reserved for issuance other than as provided in clauses (iii) and (iv). There are no No bonds, debentures, notes or other indebtedness or securities of the Company with voting rights that have the right to vote (or that are convertible into, or exchangeable for, securities with voting rightshaving the right to vote) on any matters on which stockholders shareholders of the Company may votevote (“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 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 are outstanding. 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 obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any Voting Debt, shares of Company Common Stock or any capital stock of any of the Company Subsidiaries or any securities representing the right 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.

Capitalization. (a) The authorized capital of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 .01 per share (the "Company Preferred Stock"). As of May 16December 20, 20001999, (i) 25,937,281 35,716,607 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 5,863,086 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 1,755,000 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 3,571,661 shares of Company Common Stock were reserved for issuance upon exercise of pursuant to the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel CorporationOption Agreement. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 PlansPlans and the Option Agreement. In connection with the execution Section 2.3(a) of this Agreement, the Company has provided to Parent a complete list of Disclosure Schedule lists all outstanding options and warrants to purchase Company Common Stock as of the date hereofStock, the record holder thereof and the exercise prices thereof. No payroll deductions have been made and no amounts are held in any participant accounts under the Company's Employee Stock Purchase Plan (the "Purchase Plan"), no Company Common Stock or options to purchase Company Common Stock have been granted under the Purchase Plan and the Purchase Plan is not in effect. All outstanding shares of capital stock 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 the Option Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders Stockholders of the Company may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 sharesa total of nine million (9,000,000) authorized shares of Company Stock, divided into 100,000,000 of which eight million (8,000,000) shares of Company Stock are Company Common Stock, one million (1,000,000) shares are Series A Preferred Stock. As of the date of this Agreement, (i) four million seven hundred twelve thousand three hundred thirty three (4,712,333) shares of Company Common Stock (including in such calculation currently vested Restricted Shares and 5,000,000 four thousand (4,000) Restricted Shares which are scheduled to vest on or before October 1, 2012) and nine hundred thirty five thousand (935,000) shares of preferred stock, par value $.001 per share (the "Company Series A Preferred Stock"). As of May 16, 2000, (i) 25,937,281 shares of Company Common Stock were are issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 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, are validly issued, fully paid and nonassessable and not subject to no preemptive rights (and were not issued in violation of any kind subscriptive or preemptive rights), (ii) no shares of preemptive Company Common Stock and fifty thousand (50,000) shares of Series A Preferred Stock are held in the treasury of the Company, (iii) zero (0) shares of Company Common Stock and no shares of Series A Preferred Stock are held by its Subsidiary, (iv) 271,500 shares of Company Common Stock are reserved for future issuance pursuant to outstanding Options and other purchase rights (the “Company Stock Awards”) granted pursuant to the Company Stock Plans. The Company has not filed the certificate of designation for, and therefore, has not created, a class of Series B Convertible Preferred Stock, par value $0.01 per share, and no such shares have been issued or similaroutstanding. The final version of Schedule A-3 and Section 2.06(c) of the Company Disclosure Schedule are true and correct in all respects. Except as set forth in Section 3.03(a) of the Company Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or its Subsidiary or obligating the Company or its Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or its Subsidiary and the Company does not have any commitment to authorize, issue or sell any Company Stock or rights, except as set forth in this Agreement. All debentures and other notes issued by the Company and/or its Subsidiary have been paid in full or converted into Company Common Stock in accordance with their respective terms. All warrants issued by the Company and/or its Subsidiary have expired or have been canceled or validly exercised. Section 3.03(a) of the Company Disclosure Schedule sets forth with respect to each outstanding Company Stock Award, the following information: (i) a list of the holders of outstanding Company Stock Awards; (ii) the date that each such Company Stock Award was granted; (iii) the number of shares of Company Common Stock subject to each such Company Stock Award; (iv) the applicable vesting schedule and expiration date with respect thereto; (v) the price at which each such Company Stock Award may be exercised; (vi) the particular plan or agreement pursuant to which such Company Stock Award was granted; and (vii) whether the exercisability of or right to repurchase of the Company Stock Award will be accelerated in any way by the transactions contemplated by this Agreement, and the extent of any such acceleration. The Company has made available to Parent accurate and complete copies of all Company Stock Plans pursuant to which Company has granted the Company Stock Awards that are currently outstanding, and the form of all stock award agreements evidencing such Company Stock Awards. There are no bonds, debentures, notes or other indebtedness outstanding contractual obligations of the Company with voting rights (or convertible intoits Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of Subsidiary or to provide funds to, or exchangeable formake any investment (in the form of a loan, securities with voting rightscapital contribution or otherwise) on in, the Subsidiary or any matters on which stockholders other person. All outstanding shares of Company Common Stock, all outstanding Company Stock Awards and all outstanding shares of capital stock of the Company may voteSubsidiary have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Laws (as defined below) and (ii) all requirements set forth in applicable contracts.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 120,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 1.00 per share (the "“Company Preferred Stock"”). As of May 16the close of business on November 28, 20002016, (i) 25,937,281 48,562,842 shares of Company Common Stock were issued and outstanding; outstanding (not including shares held in treasury), (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury treasury, (iii) no shares of the Company; Company Preferred Stock were issued and outstanding, (iv) no Company Options with respect to an aggregate of 1,885,432 shares of Company Common Stock were held by any Subsidiary of the Company; outstanding, (v) 4,177,869 Company RSU Awards with respect to an aggregate of 109,649 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to outstanding (including Company RSU Awards that previously vested but receipt of which has been deferred by the Option Plans (the "Outstanding Employee Options"); holder) and (vi) 641,515 Company PSU Awards with respect to an aggregate of 77,731 shares of Company Common Stock were duly reserved for future issuance pursuant to outstanding. As of the Company's 1999 Employee Stock Purchase Plan close of business on November 28, 2016 (the "Purchase Plan"); and (viiA) 36,764 an aggregate of 4,889,112 shares of Company Common Stock were reserved and available for issuance upon exercise of the warrant pursuant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None Plans and (B) an aggregate of the outstanding 38,241.05 shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by reserved and available for issuance pursuant to the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightESPP. Except as set forth above and in this Section 3.2(a) or in Section 2.3(a3.2(a) of the Company Disclosure ScheduleLetter, 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 hereofCompany Disclosure Letter or as Parent may otherwise consent in accordance with Section 5.1(b)), there are no and there will not be any outstanding securities, options, warrants, calls, rights, commitments, agreements, derivative contracts, forward sale contracts or undertakings of any kind to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries 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 voting or non-voting capital stock, other equity interests, stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) any of its Subsidiaries or obligating the Company Disclosure Scheduleor any of its Subsidiaries to issue, all outstanding options grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, derivative contract, forward sale contract or undertaking, or obligating the Company or any of its Subsidiaries to purchase make any payment based on or resulting from the value or price of Company Common Stock were granted under Company's Option Plans. In connection with the execution or of this Agreementany such security, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the date hereofoption, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company arewarrant, and all shares which may be issued upon the exercise of stock options and warrants will becall, when issuedright, duly authorizedcommitment, validly issuedagreement, fully paid and nonassessable and not subject to any kind of preemptive (derivative contract, forward sale contract or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteundertaking.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 30,000,000 Shares consisting of 20,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stockStock, par value $.001 .01 per share (the "Company share, and 10,000,000 shares of Preferred Stock"), par value $.01 per share, of which 6,000,000 shares were designated Series A Preferred Stock. As of May 16the close of business on December 22, 20001998, (i) 25,937,281 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 or outstanding; (iii) no and 4,000,000 shares of Company Common Stock were held in the treasury of the Company; (iv) . The Company has 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 Shares reserved for future issuance, except that, as of December 22, 1998, there were 2,303,000 Shares reserved for issuance pursuant to employee stock options granted pursuant to the Option Plans (Plan of which 1,643,102 Shares represent outstanding Options or other awards under the "Outstanding Employee Options"); (vi) 641,515 Option Plan and there were 6,000,000 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 Stock, reserved for issuance upon exercise conversion of the warrant to purchase the Preferred Stock. The Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, has no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 PlansShares outstanding other than Options which will be cancelled pursuant to Section 1.09(b) hereof. In connection with the execution of this AgreementSince September 30, 1998, 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 not issued any shares of capital stock except pursuant to the exercise of Options outstanding as of such date. All of the Company outstanding Shares are, and all shares Shares which may be issued upon pursuant to the exercise of stock options and warrants outstanding Options will be, when issuedissued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rightsnonassessable. There are no bonds, debentures, notes or other indebtedness of the Company with having general voting rights (or convertible into, or exchangeable for, into securities with voting having such rights) on any matters on which stockholders ("Voting Debt") of the Company may voteissued and outstanding. 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) repurchase, redeem or otherwise acquire any Shares of the capital stock of the Company or (ii) provide funds to or make any investment in (in the form of a loan, capital contribution or otherwise) any entity.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (A) 25,000,000 shares of Company Common Stock and (B) 5,000,000 shares of preferred stock, par value $.001 per share (the "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. As of May 16December 23, 20001998, (i) 25,937,281 5,569,983 shares of Company Common Stock were issued and outstanding; , (ii) no 35,700 shares of Company Series A Preferred Stock were issued or and outstanding; , (iii) no 5,000 shares of Company Common Series B Preferred Stock were held in the treasury of the Company; issued and outstanding, (iv) no shares of Company Common Stock or shares of Company Preferred Stock were issued and held by any Subsidiary in the treasury of the Company; , (vvi) 4,177,869 no 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 or Company Common Preferred Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and held by Company Subsidiaries, (vii) 36,764 4,972,434 shares of Company Common Stock were reserved for future issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None conversion of the outstanding shares of Company Common Stock are subject toPreferred Stock, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a(viii) of the Company Disclosure Schedule, as of the date hereof, no 849,083 shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 Plansreserved for future issuance pursuant to outstanding Company Options, and (ix) 345,939 shares of Company Common Stock were reserved for future issuance upon exercise of Company Warrants. In connection with No material change in the execution capitalization of this Agreement, the Company has provided to Parent a complete list of all outstanding options occurred between December 23, 1998 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 No other capital stock of the Company are, is authorized or issued. All issued and all outstanding shares which may be issued upon of the exercise of stock options and warrants will be, when issued, Company Stock are duly authorized, validly issued, fully paid and nonassessable and not subject non-assessable. Except as set forth in the Company Securities 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 any kind relating to any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of the Company, and there is no authorized or outstanding security of any kind convertible into or exchangeable for any such capital stock or other security. Except as disclosed in the Company Securities Filings filed prior to the date of preemptive (or similar) rights. There this Agreement, there are no bondsobligations, debenturescontingent or other, notes or other indebtedness of the Company with voting rights or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or the capital stock of any Company Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or convertible into, otherwise) in any such Company Subsidiary or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteother entity.

Capitalization. (a) The authorized capital stock of the Company as of the date hereof consists of 105,000,000 shares50,000,000 shares of Company Common Stock, divided into 100,000,000 of which as of August 16, 2000, 29,037,767 shares were issued and outstanding; 500,000 shares of preferred stock, no par value per share, of which as of the date hereof 250,000 shares have been designated as "Series A Junior Participating Preferred Stock" and 2,000 shares have been designated as "Series B Convertible Preferred Stock," of which as of August 16, 2000, no shares were issued and outstanding. The Company has no commitments to issue or deliver Company Common Stock or any other securities, except that, as of August 16, 2000 there were (i) 4,011,150 shares of Company Common Stock subject to issuance upon exercise of outstanding Company Options (as defined in Section 5.17(a)) pursuant to the Company 1985 Stock Option Plan, as amended and 5,000,000 shares of preferred stockrestated effective September 21, par value $.001 per share 1998, and to the Company 1995 Stock Option Plan, as amended and restated effective September 21, 1998 (together, the "Company Preferred Stock"). As of May 16, 2000, (iOption Plans");(ii) 25,937,281 69,444 shares of Company Common Stock were issued subject to issuance pursuant to the Company Directors Stock and outstandingDeferred Compensation Plan, as amended and restated effective September 21, 1998; (ii) no shares of Company Preferred Stock were issued or outstanding; and (iii) no 5,294,118 shares issuable upon conversion of the 7.0% Convertible Subordinated Deferrable Interest Debentures due December 31, 2017 ("Capital Securities") or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company. The shares of Company Common Stock were held in issuable pursuant to the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were Option Agreement have been 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 by the Company's 1999 Employee Stock Purchase Plan (, and upon any issuance of such shares in accordance with the "Purchase Plan"); and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise terms of the warrant to purchase the Company Common Stock dated October 28Option Agreement, 1998 held by Intel Corporationsuch shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any liens, charges, pledges, security interests or other encumbrances. None of the All outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 of the Company are, and all shares which may be issued upon prior to the exercise of stock options and warrants Effective Time pursuant to any outstanding Company Options will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There Other than the Company Options and the Capital Securities, there are no bonds, debentures, notes preemptive or other indebtedness outstanding options, warrants or rights to purchase or acquire from the Company any capital stock of the Company, there are no existing registration covenants with the Company with respect to outstanding shares of the Company with voting rights (Common Stock or other securities, and there are no convertible intosecurities or other contracts, commitments, agreements, understandings, arrangements or exchangeable for, securities with voting rights) on any matters on restrictions by which stockholders of the Company may voteis bound to issue or sell any additional shares of its capital stock or other securities. The Company has provided to Parent a correct and complete list of each Company Option, including the holder, date of grant, exercise price and number of shares of Company Common Stock subject thereto.

Capitalization. (a) The authorized registered (authorized) share capital of the Company consists of 105,000,000 shares200,000,000 Ordinary Shares, divided into 100,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, NIS 0.01 par value $.001 per share. The Company has no class of share (capital authorized other than the "Company Preferred Stock")Shares. As of May 16the close of business on October 3, 2000, 2007: (i) 25,937,281 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 of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in treasury by the treasury Company or by Subsidiaries of the Company; (iii) 4,438,836 Company Shares were reserved for issuance under the Company’s 2003 Share Option Plan, of which 3,339,126 were subject to outstanding Company Share Options to purchase Company Shares and 1,099,710 Company Shares were available for future Company Share Option grants; (iv) no shares of 170,947 Company Common Stock Shares were held by any Subsidiary of reserved for issuance under the Company’s 2001 Share Option Plan all of which were subject to outstanding Company Share Options to purchase Company Shares; (v) 4,177,869 shares of 101,100 Company Common Stock Shares were duly reserved for future issuance pursuant under the Company’s Employee Share Option Plan (1997), all of which were subject to employee stock options granted pursuant outstanding Company Share Options to the Option Plans (the "Outstanding Employee Options")purchase Company Shares; and (vi) 641,515 shares of 25,734 Company Common Stock Shares were duly reserved for future issuance under and subject to outstanding Company Share Options to purchase Company Shares that were not granted under any Company Option Plan. Of the Company Share Options referred to above, Company Share Options to purchase an aggregate of 1,912,032 Company Shares have exercise 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 were issued with an exercise price at least equal to fair market value such that the fair market value on the grant date equaled or exceeded the fair market value on the financial measurement date (as determined in accordance with the terms of the applicable Company Option Plan and, to the extent applicable, Sections 409A and 422 of the Code) for each such Company Share Option or, with respect to Company Share Options that were not issued in such a manner, the Company 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 1999 ’s 2005 Employee Stock Purchase Plan (the "Purchase Plan"); “ESPP”) and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 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 any kind of preemptive (or similar) rights. There there are no bonds, debentures, notes or other indebtedness of purchase rights outstanding under the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteESPP.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 200,000,000 shares of Company common stock, par value $0.001 per share (the "Common Stock Stock"), and 5,000,000 (ii) 15,000,000 shares of preferred stock, par value $.001 0.001 per share (the "Company Preferred Stock"). As of May July 16, 20002007, (iA) 25,937,281 105,811,082 shares of Company Common Stock were issued and outstanding; , (iiB) no shares of Company Preferred Stock were issued or and outstanding; , (iiiC) no 121,587 shares of Company Common Stock were issued and held in the treasury of the Company or otherwise owned by the Company; , (ivD) no 35,072,169 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 upon pursuant to the Company Stock Plans of which 24,618,041 shares of Common Stock were subject to issuance pursuant to the exercise of the warrant to purchase the outstanding Company Options, and (E) 5,093,963 shares of Common Stock dated October 28, 1998 held by Intel Corporationwere reserved for issuance pursuant to the ESPP. None All of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 of the Company are, and all shares Shares which may be issued upon pursuant to the exercise of stock options and warrants outstanding Company Options will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable. Except for issuances of Shares pursuant to Company Options and the issuance of Shares under the ESPP, since July 16, 2007, the Company has not subject to issued any kind Shares or designated or issued any shares of preemptive (or similar) rightsPreferred Stock. There are no bonds, debentures, notes or other indebtedness of the Company with having general voting rights (or convertible into, or exchangeable for, into securities with voting having such rights) on any matters on which stockholders ("Voting Debt") of the Company may voteor any Company Subsidiary issued and outstanding. Except for the Company Options described in the first sentence of Section 3.2(b) and Shares issuable under the ESPP, there are no (x) options, warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any kind, including any stockholder rights plan, relating to the 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 (collectively, "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 make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any Company Subsidiary. No Company Subsidiary owns any Shares.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 One Hundred Seventy Five Million (175,000,000) shares of Company Common Stock Stock, and 5,000,000 Fifteen Million (15,000,0000) shares of preferred stock, par value $.001 0.01 per share (the "COMPANY PREFERRED STOCK"), of which One Hundred Thousand (100,000) shares of which Company Preferred StockStock have been designated as Series A Preferred Stock and have been reserved for issuance in connection with the rights (the ")RIGHTS") issued pursuant to the Rights Agreement dated as of March 15, 2002 (the "RIGHTS AGREEMENT") between the Company and American Stock Transfer and Trust Company as the rights agent. As of May 16the close of business on December 9, 20002005, (i) 25,937,281 37,224,574 shares of Company Common Stock were issued and outstanding; (ii) , no shares were held by the Company as treasury shares and 1,962,783 shares were reserved for issuance pursuant to the Company Stock Plans, and no shares of Company Preferred Stock were have been issued or outstanding; (iii) no are outstanding or held by the Company as treasury shares. All of the issued and outstanding shares of Company Common Stock were held in the treasury capital stock of the Company; (iv) no Company are, and all 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 which may be issued pursuant to the Option Plans (exercise of the "Outstanding Employee Options"); (vi) 641,515 shares of Company Common Stock were duly reserved for future issuance Options or pursuant to the Company's 1999 Employee Stock Purchase Plan (shall be, when issued in accordance with the "Purchase Plan"); respective terms thereof, duly authorized, validly issued, fully paid and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant non-assessable and not subject to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they or issued in violation of any, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by under any provision of the Company Delaware Act, the Company's certificate of incorporation or bylaws or any contract or commitment to which the Company is a party or was a partyotherwise bound and (ii) issued in material compliance with all applicable Laws, nor does the Company have knowledge of any such right. Except as including federal and state securities Laws and all requirements set forth above and in Section 2.3(a) applicable contracts governing the issuance of such Company Options. The Company has granted no Company Options outside of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 35,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stockPreferred Stock, par value of $.001 0.01 per share (the "“Company Preferred Stock"”). As At the close of May 16business on December 10, 2000, 2004 (i) 25,937,281 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 or outstandingheld by subsidiaries of the Company; (iii) no shares of Company Common Stock were held in treasury by the treasury Company or by any subsidiary of the Company; (iv) no 31,239 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 Company ESPP; (the "Purchase Plan"); and (viiv) 36,764 1,453,779 shares of Company Common Stock were reserved for issuance upon the exercise of the warrant outstanding options to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of under the outstanding Company Stock Plans and 174,610 additional shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by reserved for future issuance pursuant to the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightStock Plans. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as As of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company Preferred Stock were issued, reserved for issuance issued or outstanding. Except as described in Section 2.3(a) of the Company Disclosure ScheduleLetter sets forth the following information with respect to each Company Stock Option or grant of Unvested Shares, all as applicable, 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, of this Agreement: (i) the record holder thereof name of the optionee or holder; (ii) the number of shares of Company Common Stock subject to such Company Stock 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 exercise prices thereofvesting of the 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 outstanding shares of capital stock of the Company are, and all shares which may be issued Common Stock subject to issuance upon the exercise of stock options such Company Stock Options, upon issuance on the terms and warrants conditions specified in the instrument pursuant to which they are issuable, will be, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similarnonassessable. Except as set forth in Section 2.3(a) rights. There are no bonds, debentures, notes or other indebtedness of the Company Disclosure Letter, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option or Unvested Share as a result of the Transactions or upon termination of employment or service of any person with voting rights (the Company or convertible intowith any of its subsidiaries following the Merger or otherwise. All outstanding shares of Company Common Stock, or exchangeable for, securities with voting rights) on any matters on which stockholders all outstanding Company Stock Options and all outstanding shares of capital stock of each subsidiary of the Company may vote.have been issued and granted in compliance with all applicable securities laws 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, “

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 of: (i) 150,000,000 shares of Company Common Stock and 5,000,000 shares of preferred common stock, par value $.001 0.025 per share (each, a “Company Share” and, collectively, the "“Company Shares”) and (ii) 10,000,000 shares of Preferred Stock, par value $0.025 per share (“Company Preferred Stock"”). As At the close of May 16business on August 20, 20002009, (i) 25,937,281 shares of 68,974,080 Company Common Stock Shares were issued and outstanding; outstanding (and no Company Shares were issued and held by the Company in its treasury), (ii) 7,451,124 Company Shares were reserved for issuance under the Company Equity Plans (of which 3,878,932 Company Shares were subject to outstanding Company Options granted under the Company Equity Plans), (iii) no Company Shares were subject to outstanding Company Options granted other than under the Company Equity Plans, (iv) 12,758,343 Company Shares were subject to outstanding Company Warrants and (v) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of . All Company Common Stock were held in the treasury of the Company; (iv) no shares of Shares, and 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 Shares reserved for issuance upon exercise of the warrant to purchase Company Options or the Company Common Stock dated October 28Warrants, 1998 held by Intel Corporation. None have been duly authorized and are, or upon issuance in accordance with the terms of the outstanding shares Company Options will be, validly issued, fully paid, non-assessable and free of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightrights. Except as set forth above and in Section 2.3(a3.02(a) of the Company Disclosure ScheduleLetter sets forth a correct and complete list, as of August 20, 2009, of: (i) the outstanding Company Options, the number of Company Shares underlying such Company Options and the holders, exercise prices and expiration dates thereof and (ii) the outstanding Company Warrants, the number of Company Shares underlying such Company Warrants and the holders, exercise prices and expiration dates thereof. Since January 1, 2009, the Company has not issued, or reserved for issuance, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, other than pursuant to the Company Options and Company Warrants referred to above that are outstanding as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares(i) 175,000,000 shares of Class A common stock, divided into $0.001 par value per share (the "Class A Common Stock"), (ii) 100,000,000 shares of Company Class B common stock, $0.001 par value per share (the "Class B Common Stock Stock" and, together with the Class A Common Stock, the "Common Stock") and 5,000,000 (iii) 35,000,000 shares of preferred stock, $0.001 par value $.001 per share (the "Company Preferred Stock")) of which 434,782 are designated as the Series A Preferred Stock. As of May 16September 24, 20002004, (i) 25,937,281 14,356,179 shares of Company Class A Common Stock were are issued and outstanding; , (ii) 27,173,461 shares of Class B Common Stock are issued and outstanding, (iii) 434,782 shares of Series A Preferred Stock are issued and outstanding, (iv) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were are issued and held in the treasury of the Company; (iv) no shares of Company Common Stock were held or otherwise owned by any Subsidiary of the Company; Company and (v) 4,177,869 a total of 7,105,846 shares of Company Class A Common Stock were duly are 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 Company Option Plans of which 6,120,298 shares of Company Common Stock were reserved for issuance upon exercise of the warrant are subject to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporationoutstanding options. None All of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 of the Company are, and all shares Shares which may be issued upon pursuant to the exercise of stock options and warrants outstanding Company Stock Options will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rightsnon-assessable. There are no bonds, debentures, notes or other indebtedness of the Company with having general voting rights (or convertible into, or exchangeable for, into securities with voting having such rights) on any matters on which stockholders ("Voting Debt") of the Company may voteor any Company Subsidiary issued and outstanding. As of September 24, 2004, except for (i) Company Stock Options to purchase not more than 7,105,846 shares of Class A Common Stock, (ii) Class B Common Stock, which is convertible into Class A Common Stock pursuant to the terms of the Company Certificate, (iii) Series A Preferred Stock, which is convertible into Class A Common Stock pursuant to the terms of the Series A Preferred Certificate of Designations and (iv) other arrangements and agreements set forth in Section 3.3(a) of the Company Disclosure Schedule, (x) there are no shares of capital stock of the Company authorized, issued or outstanding, (y) there are no existing options, warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any kind relating to the issued or 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 and (z) there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary or any affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Company Subsidiary. No Company Subsidiary owns any shares of Common Stock.

Capitalization. (a1) The Subject to the effectiveness of the Charter Amendment, the authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 15,000,000 shares of Company Common Stock and 5,000,000 200,000 shares of preferred stock, no par value $.001 per share (the "“Company Preferred Stock"”). As of May 16the date hereof, 2000, (i) 25,937,281 there are 4,533,653 shares of Company Common Stock were issued and outstanding; , 268 shares of Series 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 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 (ii) the “Company Stock Option Plan”). As of the date hereof, other than in respect of the TARP Warrant, awards outstanding under or pursuant to the Company Stock Option Plan and for purposes of the Transactions, no shares of Common Stock or Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury are reserved for issuance. All of the Company; (iv) 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"); issued and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock have been duly authorized and validly issued and are subject tofully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except in connection with the Transactions, neither the Company nor were they issued in violation any Company Subsidiary nor any of anyits or any Company Subsidiaries’ officers, purchase optiondirectors, call option, or employees is a party to any right of first refusal, preemptive rightright of first offer, subscription right proxy, voting agreement, voting trust, registration rights agreement, or any similar right created by shareholders agreement with respect to the Company sale or to which the Company is or was a party, nor does the Company have knowledge voting of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstandingCompany. 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 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 any kind of preemptive (or similar) rights. There are no No bonds, debentures, notes or other indebtedness of having the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) right to vote on any matters on which the stockholders of the Company may votevote (“Voting Debt”) are issued and outstanding. 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 equity securities of the Company or Voting Debt or any securities representing the right to purchase or otherwise receive any shares of capital stock of the Company (including any rights plan or agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of shares of Common Stock pursuant to the Primary Investment Transactions.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 150,000,000 shares of Company Common Stock and (ii) 5,000,000 shares of preferred stock, par value $.001 0.005 per share share, (the "“Company Preferred Stock"”). As of May 16the close of business on February 15, 2000, 2008: (iA) 25,937,281 81,175,765 shares of Company Common Stock were issued and 80,962,765 shares of Company Common Stock were outstanding, including in each case the associated Preferred Share Purchase Rights (the “Rights”) issued pursuant to the Rights Agreement dated as of January 2, 2002 between the Company and The Bank of New York, as Rights Agent (the “Rights Agreement”); (iiB) no shares of Company Preferred Stock were issued or outstandingoutstanding and 10,000 shares of Junior Participating Series A Company Preferred Stock were reserved for issuance upon exercise of the Rights under the Rights Agreement; (iiiC) no shares of Company Common Stock were held in the treasury of the Company; (iv) no 213,000 shares of Company Common Stock were held by any Subsidiary of the CompanyCompany in its treasury; (vD) 4,177,869 there were outstanding Options to purchase 5,032,753 shares of Company Common Stock and 7,866,067 shares of Company Common Stock were duly reserved for future issuance pursuant to employee stock options granted pursuant to under the Option Stock Plans (including upon exercise of the "Outstanding Employee Options"); (viE) 641,515 there were outstanding $130,000,000 in aggregate principal amount of the Company’s 2.50% Convertible Notes due 2012 (the “Notes”) convertible into 9,322,001 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 such number of shares of Company Common Stock were reserved for issuance upon exercise conversion of the warrant to purchase the Notes; and (F) there were outstanding Warrants exercisable for 7,692,305 shares of Company Common Stock dated October 28, 1998 held by Intel Corporation. None and such number of shares of Company Common Stock were reserved for issuance upon conversion of the Warrants. Such issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, are subject tofully paid and nonassessable, nor were they issued in violation and are free of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightrights. Except as set forth above and in Section 2.3(a3.2(a) of the Company Disclosure ScheduleLetter sets forth, as of the date hereofclose of business on February 15, no shares of voting or non-voting capital stock2008, other equity interestseach outstanding option, warrant or other voting securities right to subscribe for, purchase or acquire from the Company any capital stock of the Company were or securities convertible into or exchangeable for capital stock of the Company, including the name of the holder thereof, the stock plan under which it was issued, reserved for issuance or outstandingthe date of grant and exercise price thereof, and the vesting schedule thereof. Except as for the Phantom Units described in on Section 2.3(a3.2(a) of the Company Disclosure ScheduleLetter, all there are no outstanding options or authorized stock appreciation rights, phantom stock awards or other rights that are linked in any way to purchase the price of the Company Common Stock were granted under Company's Option Plansor the value of the Company or any part thereof. In connection with During the execution period from February 15, 2008 to the date of this Agreement, (i) the Company has provided not issued any shares of its capital stock, options, warrants voting securities or equity interests, or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, options, warrants, voting securities or equity interests. The Company has not, subsequent to Parent a complete list February 15, 2008, declared or paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any other recapitalization of, any of all its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding options capital stock. The Company has not heretofore agreed to take any such action, and warrants to purchase Company Common Stock as there are no outstanding contractual obligations of the date hereofCompany of any kind to redeem, the record holder thereof and the exercise prices thereof. All purchase or otherwise acquire any outstanding shares of capital stock of the Company. Other than the Company areCommon Stock, 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 any kind of preemptive (or similar) rights. There there are no outstanding bonds, debentures, notes or other indebtedness or securities of the Company with voting rights having the right to vote (or or, other than the outstanding Options, Rights, Notes and Warrants, convertible into, or exchangeable for, securities with voting rightshaving the right to vote) on any matters on which stockholders of the Company may vote.

Capitalization. (a) The authorized registered (authorized) share capital of the Company consists of 105,000,000 shares70,000,000 Ordinary Shares, divided into 100,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, NIS 0.03 par value $.001 per share. The Company has no class of share (the "capital authorized other than Company Preferred Stock")Shares. As of May 16the close of business on December 18, 20002002, (i) 25,937,281 shares of 29,819,727 Company Common Stock Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable; (ii) except as set forth in Section 2.3 of the Company Disclosure Schedule, no Company Shares were dormant shares and no shares were held in treasury by Company or by subsidiaries of Company; provided, that if Section 2.3 of the Company Preferred Stock were issued or outstandingDisclosure Schedule sets forth any shares as being held by a subsidiary of Company, such shares are held by Precise Software Solutions, Inc.; (iii) no shares of 520,989 Company Common Stock Shares were held in the treasury of the Company; (iv) 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 available for future issuance pursuant to employee stock Company's ESPP; (iv) 539,832 Company Shares were reserved for issuance under Company's 1995 Share Option and Incentive Plan, of which 57,406 were subject to outstanding options granted pursuant to the purchase Company Shares and no Company Shares were available for future options grants; (v) 10,993,168 Company Shares were reserved for issuance under Company's Amended and Restated 1998 Share Option Plans (the "Outstanding Employee Options")and Incentive Plan, of which 7,884,670 were subject to outstanding options to purchase Company Shares and 593,504 were available for future options grants; (vi) 641,515 shares of 16,882 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 Shares were reserved for issuance upon the exercise of the warrant outstanding options to purchase Company Shares under the Stock Option Plan (f/k/a the Savant Corporation Stock Option Plan); (vii) no Company Common Stock dated October 28, 1998 held by Intel Corporation. None Shares were reserved for issuance upon the exercise of the outstanding shares of certain stock options not issued under Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except Option Plans as set forth above and in Section 2.3(a2.3 of the Company Disclosure Schedule; and (viii) 15,965 Company Shares were reserved for issuance upon the exercise of certain warrants to purchase Company Shares as set forth in Section 2.3 of the Company Disclosure Schedule ("COMPANY WARRANTS"). Other than as described in the preceding sentence and except as set forth in Section 2.3 of the Company Disclosure Schedule, as of the date hereofclose of business on December 18, 2002, Company had no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issuedauthorized, reserved for issuance issuance, issued or outstanding. Except as described set forth in Section 2.3(a) 2.3 of the Company Disclosure Schedule, all outstanding options there are no commitments, agreements or understandings of any character to purchase which Company Common is bound obligating Company to accelerate the vesting of any Company Stock were granted under Company's Option Plans. In connection with the execution of this Agreement, the Company has provided to Parent (as defined in Section 5.11) as a complete list of all outstanding options and warrants to purchase Company Common Stock as result of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteMerger.

Capitalization. (a) The authorized share capital of the Company consists of 105,000,000 shares, divided into 100,000,000 3,000,000,000 shares of Company Common Stock and 5,000,000 Stock, par value $0.01 per share, 1,000,000 shares of preferred stock, par value $.001 0.01 per share, and 1 share (of special voting stock, par value $1 per share, of the "Company Preferred Stock")Company. As of May 16January 1, 20002016, there were (i) 25,937,281 657,223,815 shares of Company Common Stock were issued and outstanding; , 21,387.6147 shares of preferred stock of the Company issued and outstanding and no shares of special voting stock of the Company issued and outstanding, (ii) no shares options to purchase an aggregate of Company Preferred Stock were issued or outstanding; (iii) no 593,544 shares of Company Common Stock were held in the treasury of the Company; issued and outstanding, (iviii) no 31,578,911 shares of Company Common Stock were held by any Subsidiary of underlying the Company; ’s restricted stock unit awards, and (viv) 4,177,869 12,526,653 shares of Company Common Stock were duly reserved for future issuance pursuant under the Company’s employee or director employment, compensation and/or benefit plans, programs, policies, agreements or other arrangements. Since January 1, 2016, (i) the Company has only issued options, restricted stock units, deferred stock unit awards or other rights to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 acquire shares of Company Common Stock in the ordinary course of business consistent with past practice and (ii) the only shares of capital stock issued by the Company were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); outstanding options, restricted stock units, deferred stock unit awards and (vii) 36,764 other rights to purchase shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel CorporationStock. None of the All outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 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 nonassessable, and are not subject to and were not issued in violation of any kind 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. There are no bonds, debentures, notes subscriptions or other indebtedness rights, agreements or commitments obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any capital stock of the Company with voting rights (or any securities convertible into, into or exchangeable for, securities with voting rights) on any matters on which stockholders for such capital stock and there are no current outstanding contractual obligations of the Company may voteto repurchase, redeem or otherwise acquire any of its shares of capital stock, in each case except for agreements and/or commitments relating to the Special Dividend.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 150,000,000 shares of Company Common Stock and (ii) 5,000,000 shares of preferred stock, par value $.001 0.001 per share (the "“Company Preferred Stock"”). As 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 1614, 20002014. At the close of business on October 9, 2018, (i) 25,937,281 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 or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 thereoftreasury. All outstanding shares of capital stock of the Company arehave been, and all shares which Shares that may be issued upon the exercise of stock options pursuant to any Company Stock Plan and warrants Company Warrants will be, when issued in accordance, in all material respects, with the respective terms thereof, duly authorized and validly issued and are (or, in the case of shares that have not yet been issued, duly authorizedwill be) fully paid, validly issued, fully paid and nonassessable and free of preemptive or similar rights. As of the close of business on October 9, 2018, (i) an aggregate number of 1,843,385 Shares were reserved for issuance pursuant to Company Equity Awards not yet granted under the Company Stock Plans, (ii) an aggregate number of 919,325 Shares were reserved for issuance under the Company ESPP and (iii) 382,380 Shares were subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of issuance pursuant to the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteWarrants.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of Company Common Stock and 5,000,000 10,000,000 shares of preferred stock, par value $.001 .01 per share share, of which 800,000 shares were designated as Series A Junior Participating Preferred Stock (the "Company Preferred Series A Stock"). As of May 16, 2000the date hereof, (ia) 25,937,281 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 Series A Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 3,841,504 shares of Company Common Stock were reserved for issuance upon exercise of outstanding stock options (the warrant "Company Stock Options") granted pursuant to purchase 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 Common Stock dated October 28Option Plan; (v) 35,728,998 preferred stock purchase rights (the "Purchase Rights") were issued and 34,772,342 Purchase Rights were issued and outstanding, 1998 held by Intel Corporation. None of and the outstanding rights agreement pursuant to which the Purchase Rights have been issued has been amended to exclude the Merger and the other Transactions as triggering events thereunder; and (vi) 956,656 shares of Company Common Stock are subject to, nor were they held as treasury shares. All of the Company Stock Options have been duly and validly authorized and issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightcompliance with all federal and state securities laws and regulations. Except as set forth above and or in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereofSchedule 3.2, no shares of voting or non-voting capital stock, other equity interests, stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described set forth above or in Section 2.3(a) Schedule 3.2, there are no options or agreements relating to the issued or unissued capital stock of the Company Disclosure Scheduleor any Company Subsidiary, all outstanding options or obligating the Company or any Company Subsidiary to purchase Company Common Stock were granted under Company's Option Plans. In connection with the execution issue, transfer, grant or sell any shares of this Agreementcapital stock of, or other equity interests in, or securities convertible into or exchangeable for any capital stock or other equity interests in, the Company has provided or any Company Subsidiary. Except for required repurchases of options or stock upon termination of employment to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock as of the extent required by agreements in effect on the date hereof, there are no outstanding contractual obligations of the record holder thereof and the exercise prices thereof. All outstanding Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any other shares of capital stock 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 or any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteSubsidiary.

Capitalization. (a) The As of November10, 2000, the authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of 20,000,000 Company Common Stock Shares, and 5,000,000 500,000 shares of preferred stock, $0.01 par value $.001 per share (the "Preferred Stock"), of which 100,000 shares are designated as shares of Series A Junior Participating Preferred Stock, $0.01 par value per share ("Company Preferred StockShares"). As of May 16November10, 2000, (ia) 25,937,281 shares of 6,491,823 Company Common Stock Shares were outstanding, (b) 6,491,823 Rights issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 Rights Agreement were outstanding, (c) Company Options to purchase an aggregate of 1,755,486 Company Common Shares were outstanding, all of which were granted under the 1992 Equity Incentive Plan, 1994 Directors Stock Option Plans Plan and 1998 Employee and Consultant Non-Qualified Stock Option Plan (collectively, the "Outstanding Employee OptionsStock Option Plans"); (vi) 641,515 shares of , 1,755,486 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 Shares were reserved for issuance upon the exercise of the warrant to purchase the outstanding Company Options, 1,206,159 Company Common Shares were reserved for future grants under the Stock dated October 28Option Plans and 100,000 Company Preferred Shares were reserved for issuance under the Rights Agreement, 1998 held by Intel Corporation. None of the outstanding shares of (d) 1,937,776 Company Common Stock are subject to, nor Shares were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created held by the Company or to which the Company is or was a partyin its treasury, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a(e) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 of the Company arewere held by the Company's Subsidiaries. Except for the Rights, and all shares the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which may be are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. Since November 10, 2000, the Company (i) has not issued any Company Common Shares other than upon the exercise of stock options Company Options, (ii) has granted no Company Options to purchase Company Common Shares under the Stock Option Plans or otherwise, and warrants will be(iii) has not split, when issued, combined or reclassified any of its shares of capital stock. All issued and outstanding Company Common Shares are duly authorized, validly issued, fully paid and paid, nonassessable and not subject to any kind free of preemptive (or similar) rights. There Except for the Rights, there are no bonds, debentures, notes other shares of capital stock or other indebtedness voting securities of the Company with voting rights (or convertible intoCompany, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote.and no existing options,

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 30,000,000 shares of Company Common Stock and 5,000,000 1,000,000 shares of preferred stock, par value $.001 per share (the "“Company Preferred Stock"”). As At the close of May 16business on October, 200020, 2015, (i) 25,937,281 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 or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the All outstanding shares of Company Common Stock have been duly authorized and validly issued and are subject toor will be in the case of Options, nor fully paid and nonassessable and were they not issued in violation of anyany preemptive rights or of any federal or state securities law. As of the date of this Agreement, purchase option, call option, right there are no outstanding shares of first refusal, preemptive right, subscription right the Company’s capital stock or any similar right created by the Company securities convertible into or to which the Company is exchangeable or was a party, nor does the Company have knowledge exercisable for any shares of any such rightits capital stock. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereofof this Agreement there are not, no and as of the Effective Time there will not be, any shares of voting or non-voting capital stock, other equity interests, or other voting securities or equity interests of the Company were issuedissued and outstanding or any subscriptions, reserved “phantom stock,” RSUs, stock appreciation rights, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance or 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 any shares of capital stock stock, voting securities or equity interests of the Company, including any representing the right to purchase or otherwise receive any 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteCommon Stock.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into (i) 100,000,000 shares of Company common stock, par value $0.001 per share (the “Common Stock Stock”), and (ii) 5,000,000 shares of preferred stock, par value $.001 0.001 per share (the "Company “Preferred Stock"”). As of May 16December 31, 2000, 2006 (iA) 25,937,281 17,547,706 shares of Company Common Stock were issued and outstanding; , (iiB) no shares of Company Preferred Stock were issued or and outstanding; , (iiiC) no shares of Company Common Stock were issued and held in the treasury of the Company or otherwise owned by the Company; , (ivD) no 2,218,543 shares of Company Common Stock were held by any Subsidiary issuable upon the exercise of the Company; all outstanding Company Options and (vE) 4,177,869 99,884 shares of Company Common Stock were duly reserved issuable upon the exercise of Warrants. Since December 31, 2006 and prior to the date hereof, except for future issuance pursuant to employee stock options granted 1,593 shares of Common Stock issued pursuant to the Option Plans (exercise Company Options, the "Outstanding Employee Options"); (vi) 641,515 Company has not issued any shares of Company Common Stock were duly reserved for future issuance pursuant or shares of Preferred Stock. Since December 31, 2006 and prior to the Company's 1999 Employee Stock Purchase Plan (date hereof, the "Purchase Plan"); and (vii) 36,764 Company has not issued any Company Options to purchase shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel CorporationStock. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a3.2(a) of the Company Disclosure ScheduleSchedule sets forth a complete and accurate list, as of the date hereof, no shares of: (i) all Company Stock Plans, indicating for each Company Stock Plan, the number of voting or non-voting capital stockShares issued under such Company Stock Plan, other equity intereststhe number of Shares subject to outstanding Company Options, or other voting securities SARs and RSUs (collectively, the “Company Stock Rights”) and Restricted Stock under such Company Stock Plan; and (ii) all outstanding Company Stock Rights and Restricted Stock, indicating with respect to each (1) the name of the Company were issuedholder thereof, reserved for issuance or outstanding. Except as described in Section 2.3(a(2) of the Company Disclosure ScheduleStock Plan under which it was granted, all outstanding options (3) the number of Shares subject to purchase such Company Common Stock were granted under Company's Option Plans. In connection with Right or Restricted Stock and the execution portion of this Agreement, the Company has provided to Parent a complete list of all outstanding options and warrants to purchase Company Common Stock which that is vested as of the date hereof, (4) the record holder thereof exercise price and the exercise prices 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 the ordinary course of business pursuant to the Company Stock Plans. The Company does not have any stock purchase plans with respect to its capital stock. All of the outstanding shares of the Company’s capital stock of the Company are, and all shares Shares which may be issued upon pursuant to the exercise of stock options outstanding Company Stock Rights and warrants Warrants will be, when issuedissued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may votenon-assessable.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 25,750,000 shares of Company Common Stock and 5,000,000 3,000,000 shares of preferred stock, par value $.001 per share the Company's Preferred Stock (the "Company Preferred Stock"), par value $.001 per share. As of May 16April 28, 2000, (i) 25,937,281 11,414,199 shares of Company Common Stock were issued and outstanding; , all of which are validly issued, fully paid and nonassessable, (ii) 509,200 shares of Company Common Stock were held in treasury, (iii) no shares of Company Preferred Stock were issued outstanding or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; treasury, (iv) no shares of Company Common Stock or Company Preferred Stock were held by any Subsidiary subsidiaries of the Company; , (v) 4,177,869 1,173,213 shares of Company Common Stock were duly reserved for future issuance pursuant to employee issuable upon the exercise of outstanding Company Options (whether or not presently exercisable) granted under the Company's stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); option plans, (vi) 641,515 up to 200,000 shares of Company Common Stock were duly issuable pursuant to the Company's Employee Stock Purchase Plan, (vii) 9,824 shares of Company Common Stock were issued subject to vesting pursuant to the Company's Restricted Stock Plan (all of which were included in clause (i) above) and (viii) 500,000 shares of Company Preferred Stock are reserved for future issuance in accordance with the Company's Rights Agreement (as defined in Section 2.22). Except as set forth in the preceding (i) through (viii), no other shares of capital stock of the Company, or rights to acquire such shares, have been authorized or are outstanding as of such date. Except as set forth in Section 2.03 of the Company Disclosure Schedule, no change in such capitalization has occurred as of the date hereof, except for changes resulting from the exercise of Company Options (included in (v) above) in an aggregate amount of not more than 1,097,037 shares of Company Common Stock, the issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 of not more than 200,000 shares of Company Common Stock were reserved for issuance upon exercise (included in (vi) above) or the vesting pursuant to the Company's Restricted Stock Plan of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding not more than 9,824 shares of Company Common Stock are subject to, nor were they issued (included in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right(vii) above). Except as set forth above and in Section 2.3(a) 2.01, this Section 2.03 or Section 2.11 or Section 2.03 or Section 2.11 of the Company Disclosure ScheduleSchedule or for rights granted pursuant to the Company's Rights Agreement (as defined in Section 2.22), as there are no options, warrants or other rights, agreements, arrangements or commitments of any character binding on the date hereof, no shares Company or any of voting its subsidiaries relating to the issued or non-voting unissued capital stock, other equity interestsstock of, or other voting securities of the Company were issued, reserved for issuance or 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 Agreementequity interests in, the Company has provided or any of its subsidiaries or obligating the Company or any of its subsidiaries 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 issue or sell any shares of capital stock of of, or other equity interests in, the Company areor any of its subsidiaries. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and all shares conditions specified in the instruments pursuant to which may they are issuable, shall 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 any kind of preemptive (or similar) rightsnonassessable. There are no bonds, debentures, notes or other indebtedness Except as set forth in Section 2.03 of the Company with voting rights (Disclosure Schedule, there are no obligations, contingent or convertible intootherwise, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteor any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or the capital stock of any subsidiary. Except as set forth in Section 2.01 or 2.03 of the Company Disclosure Schedule, and other than intercompany loans in the ordinary course of business between the Company and any of its subsidiaries or between any such subsidiaries, there are no obligations, contingent or otherwise, of the Company or any of its subsidiaries to make any investment (in the form of a loan, capital contribution or otherwise) in any such subsidiary or any other entity other than guarantees of bank obligations of subsidiaries entered into in the ordinary course of business and other obligations not exceeding, in the aggregate, $1,000,000. Except as set forth in Section 2.01 or 2.03 of the Company Disclosure Schedule, all of the outstanding shares of capital stock (other than directors' qualifying shares identified as such in Section 2.03 of the Company Disclosure Schedule) of, or other equity interests in, each of the Company's subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares (other than such directors' qualifying shares), or other equity interests, are owned by the Company or another subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in the Company's voting rights, charges or other encumbrances of any nature whatsoever, except, in the case of any subsidiaries of the Company other than Company Significant Subsidiaries, for items which would not reduce the Company's equity interest therein and would not, individually or in the aggregate, have a Material Adverse Effect.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 15,000,000 shares of Company Common Stock and 5,000,000 Stock, 1,000,000 shares of preferred stockClass A Common Stock, par value $.001 .01 per share (the "Company 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"). As of May 16the close of business on September 30, 20001999, (i) 25,937,281 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 or and outstanding; , (iii) no 735,000 shares of Company Common Stock were held in the treasury of the Company; , (iv) no shares of Company Class A Common Stock and no shares of Company Preferred Stock were held by any Subsidiary in the treasury 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) 36,764 929,904 shares of Company Common Stock were reserved for issuance upon pursuant to the exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Schedule, all outstanding options to purchase Company Common Stock; and (vi) 80,000 shares of Company Preferred Stock were granted under Company's Option Plans. In reserved for issuance in connection with the execution rights (the "RIGHTS") to purchase shares of Company Preferred 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. Between September 30, 1999 and the date of this Agreement, the Company has provided to Parent a complete list issued no shares of all outstanding options and warrants to purchase its capital stock except for 1,117 shares of Company Common Stock as of the date hereof, the record holder thereof and the exercise prices thereof. All outstanding shares of capital stock of the Company are, and all shares which may be issued upon the exercise of stock options granted pursuant to the Company Option Plans (as defined below). As of the date of this Agreement all outstanding shares of Company Common Stock are, and warrants immediately prior to the Effective Time all outstanding shares of Company Common Stock will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to free of any kind of preemptive (or similar) rightsright. There are no bondsAs used herein, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote."

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 250,000,000 shares of Company Common Stock and 5,000,000 1,000,000 shares of preferred stock, par value $.001 per share (the "Company of which 10,000 shares are designated as Series E Preferred Stock and 80,000 shares are designated as Series F Preferred Stock"). As of May 16November 10, 20002010, (ia) 25,937,281 5,431,865 shares of Company Common Stock (other than treasury shares) were issued and outstanding; , all of which were validly issued and fully paid, nonassessable and free of preemptive rights, (iib) no shares of Company Preferred Stock were issued or outstanding; (iii) no 1,125 shares of Company Common Stock were held in the treasury of the Company; Company or by the Company Subsidiaries, (ivc) no 3,322,924 shares of Company Common Stock were held by any Subsidiary issuable (and such number was reserved for issuance) upon exercise of the Company; Company Options outstanding as of such date, (vd) 4,177,869 7,774,553 shares of Company Common Stock were duly issuable (and such number was reserved for future issuance pursuant to employee stock options granted pursuant to the Option Plans issuance) upon exercise of Company Warrants outstanding as of such date, (the "Outstanding Employee Options"); (vie) 641,515 16,769,561 shares of Company Common Stock were duly issuable (and such number was reserved for future issuance pursuant to issuance) upon exercise of the Company's 1999 Employee Parent Warrant as of such date, (f) 4,200 shares of Series E Preferred Stock Purchase Plan (the "Purchase Plan"); were issued and outstanding, all of which were validly issued and fully paid, nonassessable and free of preemptive rights, and (viig) 36,764 60,000 shares of Series F Preferred Stock were issued and outstanding, all of which were validly issued and fully paid, nonassessable and free of preemptive rights. Except for issued but unexercised Company Options to purchase not more than 3,322,924 shares of Company Common Stock were reserved for issuance upon exercise of the warrant and Company Warrants to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding not more than 7,774,553 shares of Company Common Stock are subject toStock, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as Parent Warrant and arrangements and agreements set forth above and in Section 2.3(a) on Schedule 4.3 of the Company Disclosure Schedule, as 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 date hereofCompany or any Company Subsidiary, no 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 voting its capital stock or non-voting other Equity Interests, or securities convertible into or exchangeable for such capital stock of, or other Equity Interests in, the Company or any Company Subsidiary. Since January 1, 2010, the Company has not issued any shares of its capital stock, other equity interests, or securities convertible into or exchangeable for such capital stock or other voting securities Equity Interests, other than those shares of the Company were issued, capital stock reserved for issuance as set forth in this Section 4.3 or outstanding. Except as described in Section 2.3(a) Schedule 4.3 of the Company Disclosure Schedule. The Company has previously provided Parent with a true, all correct and complete list, as of October 31, 2010, of the prices at which outstanding options to purchase Company Options may be exercised under the applicable Stock Option Plan, the number of Company Options outstanding at each such price and the vesting schedule of the Company Options for each director and officer of the Company. None of the Company Options are “incentive stock options” within the meaning of Section 422 of the Code. All shares of Company Common Stock were granted subject to issuance under Company's the Stock Option Plans. In connection with , upon issuance prior to the execution of this AgreementEffective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, 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 of the Company are, and all shares which may will be issued upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and paid, nonassessable and not subject to any kind free of preemptive rights. Except as set forth on Schedule 4.3 of the Company Disclosure Schedule, there are 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 similardisposition of, or containing any right of first refusal with respect to, (d) requiring the registration for sale of or (e) granting any preemptive or antidilutive 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 Subsidiary. Except as set forth on Schedule 4.3 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 such other Company Subsidiary’s voting rights, charges and other encumbrances of any nature whatsoever. There are no bonds, debentures, notes or other indebtedness outstanding contractual obligations of the Company with voting rights (or convertible intoany Company Subsidiary to provide funds to, or exchangeable formake any investment (in the form of a loan, securities with voting rightscapital contribution or otherwise) on in, any matters on which stockholders of Company Subsidiary or any other person, other than guarantees by the Company may voteof any indebtedness or other obligations of any wholly-owned Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into of: (i) 100,000,000 shares of Company Common Stock Stock, and 5,000,000 (ii) 1,000,000 shares of undesignated preferred stock, par value $.001 0.0001 per share (the "“Company Preferred Stock"”). As of May 16the close of business on August 15, 20002022, (i) 25,937,281 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. Except for the foregoing, there are no other classes of capital stock of the Company. All of the issued and outstanding shares of Company Common Stock have been, and all of the shares of Company Common Stock that may be issued pursuant to any of the Company Compensatory Awards, the Company Benefit Plans or outstanding; (iii) no the Company ESPP will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, and are, or will be when issued, fully paid and nonassessable and free of preemptive rights. As of the close of business on August 15, 2022, Company Options relating to 1,122,561 shares of Company Common Stock, Company DSUs relating to 2,457,569 shares of Company Common Stock and Company RSUs relating to 1,220,376 shares of Company Common Stock were held in the treasury of the Company; (iv) 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 subject to issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of outstanding Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); Compensatory Awards, other than Company Restricted Stock, and (vii) 36,764 956,480 shares of Company Common Stock were reserved for issuance upon exercise under the Company ESPP. From the close of business on August 15, 2022, through the date of this Agreement, there have been (i) no issuances of any Company Common Stock, Company Preferred Stock or any other Securities of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares other than issuances of Company Common Stock are subject to(A) pursuant to the exercise, nor were they issued in violation of anyvesting or settlement, purchase optionas applicable, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, Compensatory Awards outstanding as of the date hereofclose 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 (ii) no shares grants of voting any Company Compensatory Awards or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may voteequity-based awards.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 35,000,000 shares of Company Common Stock Stock, and (ii) 5,000,000 shares of preferred stock, par value $.001 0.01 per share share, of which 160,000 are designated shares of Cumulative Convertible Redeemable Preferred Stock and 100,000 are designated shares of Series B Junior Participating Preferred Stock (the "stock referred to in clause (ii), “Company Preferred Stock"”). As At the close of May 16business on February 2, 20002006, (i) 25,937,281 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 or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the All outstanding shares of Company Common Stock have been duly authorized and validly issued and are subject tofully paid, nor were they issued in violation nonassessable and free of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightrights. Except as set forth above and Included in Section 2.3(a3.2(a) of the Company Disclosure ScheduleSchedule is a correct and complete list, as of February 2, 2006, of all outstanding options or other rights to purchase or receive shares of Company Common Stock granted under the Company Stock Plans or otherwise, and, for each such option or other right, the number of shares of Company Common Stock subject thereto, the terms of vesting, the grant and expiration dates and exercise price thereof and the name of the holder thereof. Since December 31, 2004, the Company has not issued any shares of its capital stock, voting securities 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 hereofof this Agreement there are not, no and as of the Effective Time there will not be, any shares of voting or non-voting capital stock, other equity interests, or other voting securities or equity interests of the Company were issuedissued and outstanding or any subscriptions, reserved options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of capital stock, voting securities or outstanding. Except as described in Section 2.3(a) equity interests of the Company Disclosure ScheduleCompany, all outstanding options including any representing the right to purchase or otherwise receive any Company Common Stock were granted under Company's Option PlansStock. In connection with the execution For purposes 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 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote.“

Capitalization. (a) The authorized capital of the Company consists of 105,000,000 shares, divided into 100,000,000 250,000,000 shares of Company Common Stock Stock, par value $0.01 per share, and 5,000,000 50,000,000 shares of preferred stock, par value $.001 0.01 per share (the "Company Preferred Stock")share. As of May 165:00 p.m. Central time on the Business Day prior to the date hereof (the “Reference Time”), 2000, there were (i) 25,937,281 33,198,627 shares of Company Common Stock were issued and outstanding; outstanding (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no which includes 65,187 shares of Company Common Stock were issued pursuant to Company Restricted Share Awards); (ii) 4,746,967 shares of Company Common Stock are issued and held in the treasury of the Company; (iii) no shares of Company preferred stock are issued and outstanding and there are no shares of Company preferred stock held in treasury; (iv) 7,058 shares of Company Common Stock are reserved for issuance upon vesting of previously issued Company RSU Awards; (v) 120,730 shares of Company Common Stock reserved for issuance upon the settling of any phantom units granted under the Company’s 2020 Omnibus Incentive Plan; and (vi) 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 are reserved for issuance upon exercise vesting of the warrant to purchase the previously issued Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightPerformance Share Awards. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule3.2(a), as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 does not have any shares of all outstanding options and warrants to purchase its capital stock issued or outstanding, other than shares of Company Common Stock that have become outstanding after the Reference Time, which were reserved for issuance as of the Reference Time as set forth in Section 3.2(a)(iv). Except as set forth in Section 3.2(a), as of the date hereofof this Agreement, there are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, agreements or commitments relating to the record holder thereof and issuance of capital stock of the exercise prices thereof. All outstanding Company to which the Company or any of the Company Subsidiaries is a party obligating the Company to (i) issue, transfer or sell any shares of capital stock of the Company areor securities convertible into, and all exercisable for or exchangeable for such shares, (ii) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, or (iii) redeem or otherwise acquire any such 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 capital stock. The Company does not subject to have any kind of preemptive (or similar) rights. There are no outstanding bonds, debentures, notes or other indebtedness similar obligations, the holders of which have the Company with voting rights right to vote (or which are convertible into, exercisable for or exchangeable for, for securities having the right to vote) with voting rights) on any matters on which the stockholders of the Company on any matter. All outstanding shares of Company Common Stock are, and all such shares that may votebe issued prior to the Effective Time will be when issued, duly authorized and validly issued as fully paid and non-assessable, and are not subject to and were not issued in violation of any pre-emptive or similar right, purchase option, call or right of first refusal or similar right.

Capitalization. (a) The authorized capital stock of the Company presently consists of 105,000,000 shares, divided into 100,000,000 50,000,000 shares of Company Common Stock and 5,000,000 12,500,000 shares of preferred stockPreferred Stock, par value $.001 0.0001 per share (share. At its 2008 Annual Meeting of Stockholders, the "Company Preferred Stock")intends to submit the Charter Amendment to its stockholders for their approval. As of May 16, 2000the close of business on the Business Day immediately prior to the date hereof, (i) 25,937,281 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 Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) no shares of Company Common Stock were held by any Subsidiary the Company in Treasury, (iii) 1,019,832 shares of the CompanyCommon 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) 4,177,869 4,531,320 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 upon exercise of options authorized under the warrant 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 the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of (the outstanding “Prior Warrants”); (vii) 3,142,857 shares of Company Common Stock are subject towere reserved for issuance upon conversion of other convertible notes, nor were they issued debentures and securities, including warrants issuable in violation of any, purchase option, call option, connection with such conversions (“Prior Convertible Securities”). No Person has any right of first refusal, preemptive right, subscription right of participation, or any similar right created to participate in the transactions contemplated by the Transaction Documents. Except pursuant to (i) the Company Stock Options, (ii) the Prior Warrants or (iii) the Prior Convertible Securities, or as a result of the purchase and sale of the Securities as contemplated by this Agreement, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of 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 Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or 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 securities to adjust the exercise or conversion price under such securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or any other Person is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is or was a partyparty or, nor does to the Company have knowledge of the Company, between or among any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote’s stockholders.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 300,000,000 shares of Company Common Stock Stock, and 5,000,000 (ii) 25,000,000 shares of preferred stock, par value $.001 0.01 per share (the "Company “Preferred Stock"”). As At the close of May 16business on October 29, 20002014, and, subject to any changes permitted in accordance with Section 5.1, at the Closing Date, (iA) 25,937,281 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 or outstanding; , (iiiC) no 1,637,772 shares of Company Common Stock were held authorized for issuance in connection with future grants of awards under the treasury of the Company; Company Equity Plans, (ivD) no 5,695,671 shares of Company Common Stock were held by any Subsidiary of the Company; subject to outstanding Company Stock Options, (vE) 4,177,869 169,093 shares of Company Common Stock were duly reserved for future issuance pursuant subject to employee stock options granted pursuant to outstanding Company PSUs (assuming performance targets associated with such Company PSUs will be met at 100% of the Option Plans applicable target level) and (the "Outstanding Employee Options"); (viF) 641,515 161,635 shares of Company Common Stock were duly reserved for future issuance pursuant subject to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 shares of outstanding Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel CorporationRSUs. None All of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 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 any kind were issued in compliance with applicable securities Laws. Except as set forth in this Section 3.2, as of preemptive (or similar) rightsthe date hereof there is no other outstanding capital stock of the Company. There are no bonds, debentures, notes or other indebtedness of the Company with Indebtedness having general voting rights (or convertible into, or exchangeable for, into securities with voting having such rights) on any matters on which stockholders (“Company Voting Debt”) of the Company may voteor any Company Subsidiary issued and outstanding. 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 (x) 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 rights, agreements, arrangements or commitments of any kind, including any stockholder rights plan, relating to the issued or unissued capital stock of the Company, 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 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 (collectively, “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 make any investment (in the form of a loan, capital contribution or otherwise) in the Company, any Company Subsidiary or any other Person. Prior to the Closing (and as close to the Closing as reasonably practicable), the Company will provide to Parent a list that contains the information required to be provided in Section 3.2(a) of the Company Disclosure Letter, that is correct and complete as of the date such list is provided.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 6,500,000 shares of Company Common Stock and 5,000,000 1,000,000 shares of preferred stock, $.0l par value $.001 per share (the "Company Preferred Stock"). As of May 16, 2000the date hereof, (i) 25,937,281 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 Stock were issued or outstanding; (iii) no shares of Company Common Stock were are held in the treasury of the Company; , (iviii) no 969,563 Company Options are outstanding pursuant to the Company Stock Option Plan, each such option entitling the holder thereof to purchase one share of Company Common Stock, and 1,000,000 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 are authorized and reserved for future issuance pursuant to the Company's 1999 Employee Company Stock Purchase Plan Option Plan, (the "Purchase Plan"); iv) no shares of Preferred Stock are issued or outstanding, and (viiv) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding 120,000 shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created reserved for future issuance pursuant to the Company Warrants. The Company Disclosure Letter delivered by the Company or to which the other parties hereto concurrently with the execution of this Agreement (the "Company is or was Disclosure Letter") sets forth a party, nor does true and complete list of the outstanding Company have knowledge of any such rightOptions with the exercise price. Except as set forth above and or in Section 2.3(a) of the Company Disclosure ScheduleLetter, as of the date hereofthere are no options, no shares of voting warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or non-voting capital stock, other equity interests, stock equivalents or other voting securities rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company were issued, reserved for issuance relating to the issued or 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 unissued capital stock of the Company areor 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 Company or any Subsidiary. All shares of Company Stock subject to issuance as aforesaid, upon issuance on the terms and all shares conditions specified in the instruments pursuant to which may they are issuable, will 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 any kind of preemptive (or similar) rightsnonassessable. There Except as set forth in the Company Disclosure Letter, there are no bonds, debentures, notes or other indebtedness outstanding contractual obligations of the Company with voting rights (or convertible intoany Subsidiary to repurchase, redeem or exchangeable for, securities with voting rights) on otherwise acquire any matters on which stockholders of the Company may vote.shares of

Capitalization. (a) The authorized capital of the Company consists of 105,000,000 shares, divided into 100,000,000 35,000,000 shares of Company Common Stock and 5,000,000 1,666,667 shares of preferred stock, par value $.001 per share (the "Company Preferred Stock"), 3,000 of which are designated as Series A Junior Participating Preferred Stock. As At the close of May 16business on June 1, 20002015, (i) 25,937,281 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 or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the All outstanding shares of Company Common Stock have been duly authorized and validly issued and are subject tofully paid, nor were they issued in violation nonassessable and free of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightrights. Except as set forth above and in Section 2.3(a) 2.3 of the Company Disclosure ScheduleSchedule sets forth a true, complete and correct list, as of the date hereofclose of business on June 1, no 2015, of all Company Options, the number of shares of voting Company Common Stock subject thereto, the grant dates, expiration dates and the exercise or non-voting capital stockbase prices. With respect to the Company Options, other equity interests(i) 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 other voting securities a committee thereof, (ii) each such grant was made in accordance with the terms of the applicable Company were issuedOption Plan, reserved the Exchange Act and all other applicable Law, (iii) the per share exercise price of each Company Option was not less than the fair market value of a share of Company Common Stock on the applicable Grant Date, and (iv) each such grant was properly accounted for issuance or outstanding. Except as described in Section 2.3(aall material respects in accordance with GAAP in the financial statements (including the related notes) 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 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 123,000,000 shares of Company Common Stock and 5,000,000 (ii) 10,000,000 shares of preferred stock, par value $.001 0.001 per share share, (the "“Company Preferred Stock"”). As of May 16the close of business on October 19, 2000, 2015 (ithe “Capitalization Date”): (a) 25,937,281 71,747,336 shares of Company Common Stock were issued and outstanding; (iib) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (ivc) no shares of Company Common Stock were held by any Subsidiary of the CompanyCompany in its treasury; (vd) 4,177,869 there were outstanding Company Options to purchase 3,085,692 shares of Company Common Stock; (e) 2,702,801 shares of Company Common Stock were duly reserved for future subject to issuance pursuant to employee stock options granted pursuant to the Option Plans (the "Outstanding Employee Options"); (vi) 641,515 shares of outstanding Company Common Stock were duly reserved for future issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan")RSUs; and (viif) 36,764 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 warrant to purchase Company Options or settlement of the Company Common Stock dated October 28, 1998 held by Intel CorporationRSUs). None of the Such issued and outstanding shares of Company Common Stock are subject tohave been, nor were they 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 violation accordance with the respective terms thereof, duly authorized and validly issued, or in the case of anyshares that have not yet been issued, purchase optionwill be, call option, right fully paid and nonassessable and free of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightrights. Except as set forth above and in Section 2.3(a) There are no outstanding contractual obligations of the Company Disclosure Scheduleof any kind to redeem, as of the date hereof, no shares of voting purchase or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 otherwise acquire any outstanding shares of capital stock of the Company. Other than the Company areCommon Stock, 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 any kind of preemptive (or similar) rights. There there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness or securities of the Company with voting rights having the right to vote (or or, other than the outstanding Company Equity Awards, convertible into, or exchangeable for, securities with voting rightshaving the right to vote) on any matters on which stockholders of the Company may vote. Except for the Voting Agreements, neither the Company nor any Company Subsidiary is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive right or rights of first refusal or similar rights with respect to any Company securities or securities of any wholly-owned Company Subsidiary. Section 3.2(a) of the Company Disclosure Schedules sets forth a list of the holders of Company Options and Company RSUs as of the Capitalization Date, including (to the extent applicable) the date on which each such Company Option or Company RSU was granted, the number of shares of Company Common Stock subject to such Company Option or Company RSU, the expiration date of such Company Option and the price at which such Company Option may be exercised (if any) under an applicable Stock Plan and the vesting schedule and vested or unvested status of each of such Company Option or Company RSU. All shares of Company Common Stock issuable upon exercise of Company Options and Company RSUs have been duly reserved for issuance by the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 shares of 520,000,000 Company Common Stock Shares, and 5,000,000 shares 10,000,000 Company Preferred Shares. As of preferred stockFebruary 20, par value $.001 per share 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 Series A Preferred Stock"). As of May 16, 2000, All issued and outstanding Company Shares (i) 25,937,281 shares are duly authorized, validly issued, fully paid, nonassessable and free of Company Common Stock were issued and outstanding; preemptive rights, (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 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 upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they not issued in violation of any, purchase option, call option, right the terms of first refusal, preemptive right, subscription right any agreement or any similar right created by other understanding binding upon the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and (iii) were issued in Section 2.3(a) compliance with all applicable charter documents of the Company Disclosure Scheduleand all applicable federal and state securities laws, as rules and regulations. As of the date hereof, no one right to purchase Series A Junior Participating Preferred Stock of the Company (each, a "Company Right") issued pursuant to the Amended and Restated Rights Agreement, dated December 12, 1997 (as amended, the "Company Rights Agreement"), between the Company and Fleet National Bank (f/k/a BankBoston, N.A.) is associated with and attached to each outstanding Company Common Share. Except (i) as set forth in this Section 3.3, (ii) for any Company Common Shares issuable upon conversion of Company Preferred Shares, (iii) for any Company Common Shares issued pursuant to the exercise of the options referred to in subsection (c) above, (iv) for options issued under the Company Option Plans after the date of this Agreement in compliance with Section 5.1(a) and Company Common Shares issued pursuant to the exercise of such options and (v) for shares of voting Company Series A Preferred Stock and Company Common Shares issuable pursuant to the Company Rights, there are no outstanding shares of capital stock and there are no options, warrants, calls, subscriptions, shareholder rights plan or non-voting similar instruments, convertible securities, or other rights, agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock, other equity interests, stock or other voting securities of the Company were issued, reserved for issuance or outstandingany of its Subsidiaries. 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 The Company has provided to Parent a complete list of all no 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 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness obligations the holders of which have the Company with voting rights right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) with voting rights) on any matters on which the stockholders of the Company may voteon any matter.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 500,000,000 shares of Company Common Stock and 5,000,000 Stock, 6,000,000 shares of preferred stock, par value $.001 0.10 per share (the "“Company Preferred Stock"”), and 25,000,000 shares of excess stock, par value $0.10 per share (“Company Excess Stock”). As of May 16November 2, 20002005 (the “Capitalization Date”), (i) 25,937,281 202,485,592 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 or and outstanding; , (iii) no shares of Company Common Excess Stock were held in the treasury of the Company; issued and outstanding, (iv) no 8,000,000 shares of Company Common Stock were held by any Subsidiary of the Company; (v) 4,177,869 shares of Company Common Stock were duly have been authorized and 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 ’s stock option plans listed in Schedule 5.3(a) of the La Quinta Entities Disclosure Schedule (the "Purchase Plan"“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 under the Company Stock Option Plans, and (viivi) 36,764 40,528 Stock Units granted to members of the Company. As of the Capitalization Date, the Company had no shares of Company Common Stock were capital stock issued, outstanding or reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or outstanding. Except than 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 thereofabove. All such issued and outstanding shares of capital stock of the Company are, and all shares of capital stock of the Company that are subject to issuance, upon issuance prior to the Effective Time under the terms and subject to the conditions specified in the instruments under which may be issued upon the exercise of stock options and warrants they are issuable will be, when issued, duly authorized, validly issued, fully paid and paid, nonassessable and not subject to any kind free of preemptive (or similar) rights. There are 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 bonds, debentures, notes or other indebtedness change in the number of shares of outstanding capital stock of the Company with voting rights (or the number of outstanding Options. Except as set forth above or as set forth in Section 5.3(a) of the La Quinta Entities Disclosure Schedule, as of the date hereof, there are no shares of capital stock or securities convertible into, into or exchangeable for, securities with voting rights) on any matters on which stockholders for or rights to acquire shares of capital stock of the Company may voteauthorized, issued, outstanding or reserved for issuance. No dividends have been declared on Company Common Stock during the preceding three years.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 60,000,000 shares of Company Common Stock and (ii) 5,000,000 shares of preferred stockPreferred Stock, par value $.001 per share (the "Company Preferred StockCOMPANY PREFERRED STOCK"). As of May 16June 15, 20001999, (i) 25,937,281 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; outstanding and (iii) no (A) 5,095,351 shares of Company Common Stock were held in reserved for issuance upon the treasury 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 (ivthe "COMPANY OPTION PLANS"), (B) no 1,127,596 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 available for grant under the Company Option Plans Plans, (the "Outstanding Employee Options"); (viC) 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) 36,764 300,000 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase outstanding options listed in Section 3.3 of the Company Common Stock dated October 28Disclosure Letter (the "THIRD PARTY OPTIONS" and, 1998 held by Intel Corporation. None of together with the outstanding Plan Options, the "COMPANY STOCK OPTIONS"), (D) 333,004 shares of Company Common Stock are subject to, nor were they issued in violation reserved for issuance upon the exercise of any, purchase option, call option, right outstanding warrants (the "COMPANY WARRANTS") and (E) 131,591 shares of first refusal, preemptive right, subscription right or any similar right created by Company Common Stock reserved for issuance under the Company's 1998 Employee Stock Purchase Plan (the "ESPP"). Section 3.3(a) of the Company Disclosure Letter sets forth a complete and correct list as of June 15, 1999 of the holders of all Company Stock Options and Company Warrants, the number of shares subject to each such option or to which warrant and the Company is or was a party, nor does the Company have knowledge of any such rightexercise price thereof. Except as set forth above and in Section 2.3(a) of the Company Disclosure Scheduleabove, as of the date hereofJune 15, 1999, no shares of voting or non-voting capital stock, other equity interests, stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as described in Section 2.3(a) of the Company Disclosure Scheduleoutstanding and since such date, 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 no shares of capital stock of the Company are, and all shares which may be or other voting securities or options in respect thereof have been issued except upon the exercise of stock options and warrants will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (Stock Options or convertible intoCompany Warrants outstanding on June 15, or exchangeable for, securities with voting rights) 1999 and except pursuant to the ESPP as in effect on any matters on which stockholders of the Company may votedate hereof.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 20,000,000 shares of Company Common Stock and 5,000,000 4,000,000 shares of preferred stock, par value $.001 .01 per share (the "Company Preferred Stock"). As of May 16the date of this Agreement, 2000, there are (ix) 25,937,281 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 or outstanding; (iii) no , held in the Company's treasury or reserved for issuance upon exercise of outstanding stock options or otherwise, except for [150,000] shares of Company Common Series A Junior Participating Preferred Stock were held in the treasury of the Company; (iv) 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 upon exercise of the warrant rights (the "Company Rights") distributed to purchase the holders of Company Common Stock pursuant to the Stockholder Protection Rights Agreement, dated October 28September 18, 1998 held by Intel Corporation1996 between the Company and Registrar and Transfer Co., as Rights Agent (the "Company Rights Agreement"). None All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are subject tofully paid, nor were they issued in violation nonassessable and free of anypreemptive rights, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by with no personal liability attaching to the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightownership thereof. Except as set forth referred to above and or reflected in Section 2.3(a4.2(a) of the Company Disclosure Schedule, as and except for the Option Agreement, 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 date hereof, no purchase or issuance of any shares of voting Company Common Stock or non-voting capital stock, Company Preferred Stock or any other equity interests, or other voting securities security of the Company were issuedor any securities representing the right to purchase or otherwise receive any shares of Company Common Stock or any other equity security of the Company. The names of the optionees, reserved for issuance or outstanding. Except as described the date of each option to purchase Company Common Stock granted, the number of shares subject to each such option, the expiration date of each such option, and the price at which each such option may be exercised under the Company Option Plans are set forth in Section 2.3(a4.2(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 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 any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which stockholders of the Company may vote.

Capitalization. (a) The authorized capital stock of the Company consists solely of 105,000,000 shares, divided into 100,000,000 (a) 150 million (150,000,000) shares of Company Common Stock Stock, of which 105,171,929 shares were outstanding as of May 6, 1999; and 5,000,000 (b) 19,999,000 shares of preferred stock, without par value $.001 per share (the "Company Preferred Stock"). As , of May 16, 2000, which (i) 25,937,281 625 shares have been designated Company Series A DARTs, all of Company Common Stock were issued and outstandingwhich are outstanding as of the date hereof; (ii) no 625 shares have been designated as Company Series B DARTs, all of Company Preferred Stock were issued or outstandingwhich 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 $1.8125 Preferred Stock, all of which are outstanding as of the date hereof; and (v) 3 million (3,000,000) shares have been designated as Company $2.8575 Preferred Stock, all of which are outstanding as of the date hereof. As of the date hereof no shares of Company Common Stock or Company Preferred Stock were held in the treasury of the Company; (iv) no 's treasury. No shares of Company Common Stock were held by any Subsidiary are reserved for issuance, except for 1,469,918 shares of the Company; (v) 4,177,869 Company Common Stock reserved for issuance in connection with the Company Stock Plans. All of the issued and outstanding shares of Company Common Stock were have been duly reserved for future issuance pursuant to employee stock options granted pursuant authorized and validly issued and are fully paid, non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except for the Option Plans (Agreement and except as provided below, the "Outstanding Employee Options"); (vi) 641,515 Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, stock appreciation rights, commitments or agreements of any character calling for the purchase or issuance of any shares of Company Common Capital Stock were duly reserved for future issuance pursuant (as defined below) or any other equity securities of Company or any securities representing the right to the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"); and (vii) 36,764 purchase or otherwise receive any shares of Company Common Capital Stock were reserved for issuance upon exercise or requiring any payment relating to the value or market price of Company Capital Stock. The Company has Previously Disclosed a list, as of May 6, 1999, of the warrant Option holders, the number of Options held by each such holder, the date of each Option to purchase the Company Common Stock dated October 28granted, 1998 the expiration date of each such Option, the vesting schedule of each such Option, the Company Stock Option Plan pursuant to which 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, as of May 6, 1999, of the Restricted Share holders, the number of Restricted Shares held by Intel Corporationeach such holder, the vesting schedule of each such Restricted Share and the Company Stock Plan pursuant to which each such Restricted Share was granted. None The Company has Previously Disclosed a list, as of May 6, 1999, of the outstanding 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 or any securities convertible into or exercisable for any shares of its capital stock, other than shares of Company Common Stock 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. Except as Previously Disclosed, there are subject to, nor were they issued in violation no outstanding contractual obligations of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or any of its Subsidiaries to which the Company is repurchase, redeem or was a party, nor does the Company have knowledge of any such right. Except as set forth above and in Section 2.3(a) of the Company Disclosure Schedule, as of the date hereof, no shares of voting or non-voting capital stock, other equity interestsotherwise acquire, or other voting securities of the Company were issuedto register for sale, reserved for issuance or 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 any shares of capital stock of the Company areor any of its Subsidiaries. Except as Previously Disclosed, 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 any kind of preemptive (or similar) rights. There there are no bonds, debentures, notes or other indebtedness outstanding contractual obligations of the Company with voting rights (or convertible into, any of its Subsidiaries to vote or exchangeable for, securities with voting rights) on to dispose of any matters on which stockholders shares of the capital stock of any of its Subsidiaries. The Company may voteCommon Stock and the Company Preferred Stock are referred to collectively as the "Company Capital Stock."

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 50,000,000 shares of Company Common Stock and 5,000,000 shares of preferred common stock, $.01 par value $.001 per share (the "Company Preferred Common Stock"), 1,000,000 shares of Preferred Stock and no other shares of capital stock. As of May 166, 20002002, (i) 25,937,281 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) options to purchase an aggregate of 423,800 shares of Common Stock were outstanding under the Company's 2000 Stock Option Plan (the "2000 Plan"). As of the date hereof, (i) 2,800,000shares of Common Stock are held by the Company in its treasury; (ii) no shares of capital stock of the Company Preferred Stock were issued or outstandingare held by the Company's subsidiaries; and (iii) no shares of Company Common Preferred Stock were are outstanding or held in the treasury 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 securities having the right to vote) with or separate from the stockholders of the Company; (iv) no shares of Company Common Stock were held by on 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 matter except as set forth in the Company's 1999 Employee Stock Purchase Plan (public filings with the "Purchase Plan"); Securities and (vii) 36,764 shares of Company Common Stock were reserved for issuance upon exercise of the warrant to purchase the Company Common Stock dated October 28, 1998 held by Intel Corporation. None of the outstanding shares of Company Common Stock are subject to, nor were they issued in violation of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightExchange Commission. Except as set forth above in the Company's public filings with the Securities and in Section 2.3(a) of Exchange Commission, there are no stock appreciation rights or limited stock appreciation rights outstanding other than those attached to options under the Company Disclosure Schedule, as 1996 Plan and the 2000 Plan. As of the date hereof, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of except as disclosed in the Company were issued, reserved for issuance or 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 public filings with the execution of this AgreementSecurities and Exchange Commission, since March 6, 2000, the Company (i) has provided to Parent a complete list not issued any shares of all outstanding options and warrants to purchase Company Common Stock as other than upon the exercise of options issued under the 1996 Plan and the 2000 Plan, and (ii) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. As of the date hereof, there are no other authorized shares of capital stock of the record holder thereof Company, no securities of the Company convertible or exchangeable for shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the exercise prices thereofCompany or any of its subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in, the Company or any of its subsidiaries except as set forth herein or disclosed in the Company's public filings with the Securities and Exchange Commission. All As of the date hereof, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company areand there are no performance awards outstanding under the 1996 Plan, the 2000 Plan or any other outstanding stock related awards. As of the date hereof, other than the issuance of the Investor Preferred Shares in connection with the transactions contemplated hereunder, and all shares which may be issued other than upon the exercise of stock options issued under the 1996 Plan and warrants will bethe 2000 Plan, when issuedafter the Closing, duly authorized, validly issued, fully paid and nonassessable and not subject to neither the Company nor any kind of preemptive (or similar) rights. There are no bonds, debentures, notes or other indebtedness subsidiary of the Company with voting rights (will have any obligation to issue, transfer or convertible into, or exchangeable for, securities with voting rights) on sell any matters on which stockholders shares of capital stock of the Company may voteor any subsidiary of the Company pursuant to any benefit plan. As of the date hereof, there are no 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 any of its subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 105,000,000 shares, divided into 100,000,000 (i) 25,000,000 shares of Company Common Stock and (ii) 5,000,000 shares of preferred stockPreferred Stock, par value $.001 .01 per share (the "“Company Preferred Stock"” and together with the Company Common Stock, the “Company Capital Stock”). As of May 16the date hereof, 2000, there were outstanding (i) 25,937,281 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 or outstanding; Options to purchase an aggregate of 1,102,539 shares of Company Common Stock (iii) no of which Company Stock Options to purchase an aggregate of 634,704 shares of Company Common Stock were held in the treasury exercisable). As of the Company; (iv) no date hereof, there are 1,102,539 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 outstanding Company Common Stock were duly reserved for future issuance pursuant to Options under the Company's 1999 Employee ’s 2004 Stock Purchase Incentive Plan (as amended from time to time, the "Purchase “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 (vii) 36,764 shares of Company Common as amended from time to time, the “Director Option Agreements” and, together with the 2004 Stock were reserved for issuance upon exercise of Plan, the warrant to purchase Director Option Plan, the Company Common Director Option Agreements and the ESPP, the “Stock dated October 28, 1998 held by Intel CorporationPlans”). None of the All outstanding shares of Company Common Capital Stock are subject tohave been, nor were they and all shares of Company Capital Stock that may be issued pursuant to any Stock Plan or other compensation plan or arrangement will be, when issued in violation accordance with the respective terms thereof, duly authorized and validly issued and are fully paid, nonassessable and free of any, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right created by the Company or to which the Company is or was a party, nor does the Company have knowledge of any such rightrights. Except as set forth above and in Section 2.3(a) No Subsidiary of the Company Disclosure Scheduleowns, as of the date hereofdirectly or indirectly, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company were issued, reserved for issuance or 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 any shares of capital stock 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 any kind of preemptive (or similar) rightsCompany. There are no bonds, debentures, notes or other indebtedness shares of Company Capital Stock held in the Company’s treasury. Section 4.05 of the Company Disclosure Schedule contains a complete and correct list of (i) each outstanding Company Stock Option, including with voting rights respect to each such option, the holder, date of grant, exercise price, vesting schedule, maximum term and number of shares of Company Common Stock subject thereto and (or convertible intoii) all outstanding Company Restricted Shares, or exchangeable forincluding with respect to each such share, securities with voting rights) on any matters on which stockholders the holder, date of the Company may votegrant and vesting schedule.