Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares, of which 93,047,001 Shares had been issued and were outstanding as of the close of business on March 3, 2025 (the “Capitalization Date”); and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares were outstanding as of the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired Corporations. No Acquired Corporation is under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements. (d) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than as set forth in this Section 3.3, there are no: (i) outstanding shares of capital stock of or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Sharestwenty-five million (25,000,000) shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 shares (which 93,047,001 Shares had been amount does not materially differ from the amount issued and were outstanding as of the close date of business on March 3, 2025 (the “Capitalization Date”)this Agreement) have been issued and are outstanding; and (ii) 10,000,000 five hundred thousand (500,000) shares of Company Preferred Stockpreferred stock, $1.00 par value per share, of which no shares were are outstanding as of the Capitalization Datedate of this Agreement. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From As of the Capitalization Date to the execution date of this Agreement, no Acquired Corporation has issued any there are 1,151,109 shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance Company Common Stock held in treasury by the Company and no shares of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, stock held in each case that were outstanding as treasury by any of the Capitalization Date in accordance with their terms, and no other Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessableCorporations. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are is no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. Upon consummation of the Acquired Corporations. No Acquired Corporation is under Merger, (A) the shares of Parent Common Stock issued in exchange for any obligation, or bound by any shares of Company Common Stock that are subject to a Contract pursuant to which it may the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become obligatedsubject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations is under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Company Common Stock. (b) As of August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding as of the Acquired Corporationsdate of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. The Shares constitute (Stock options granted by the only outstanding class of securities Company pursuant to the Company's stock option plans are referred to in this Agreement as "Company Options.") Part 2.3(b)(i) of the Company registered under Disclosure Schedule sets forth the Securities Actfollowing information with respect to each Company Option outstanding as of August 31, 1998: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Option expires. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which the Company has ever granted stock options and the form of all stock option agreements evidencing such options. There are no voting trusts commitments or other Contracts agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Acquired Corporation Company Option. (c) As of the date of this Agreement, six hundred seventy-nine thousand, seven hundred twenty-three (679,723) shares of Company Common Stock are subject to issuance pursuant to outstanding warrants to purchase Company Common Stock ("Company Warrants"). Part 2.3(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Warrant outstanding as of the date of this Agreement: (i) the name of the warrant holder; (ii) the number of shares of Company Common Stock subject to such Company Warrant; (iii) the exercise price of such Company Warrant; (iv) the date on which such Company Warrant was granted; (v) the applicable vesting schedule and the extent to which such Company Warrant is party or vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Warrant expires. The Company has delivered to Parent accurate and complete copies of all agreements, certificates and other documents evidencing all warrants which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirementsever granted. (d) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than Except as set forth in this Section 3.3Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iviii) stockholder shareholder rights plans plan (or similar plans plan commonly referred to as a “"poison pill”") or Contracts Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d), as condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; . (iiie) All outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any each Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any have been issued and granted in compliance with (i) all applicable securities laws and other securitiesapplicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (gf) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in of the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on outstanding shares of the capital stock of each of the Company or other securities Entities identified in Part 2.1(a)(i) of the Company or any Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially and of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among record by the Company’s wholly owned Subsidiaries, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares50,000,000 shares of Company Common Stock, $.001 par value, of which 93,047,001 Shares had been which, as of October 30, 1997, 10,258,091 shares were issued and were outstanding as of the close of business on March 3, 2025 (the “Capitalization Date”)outstanding; and (ii) 10,000,000 5,000,000 shares of Company Preferred Stockpreferred stock, $.001 par value, none of which no shares were outstanding as of the Capitalization Dateare outstanding. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From As of the Capitalization Date to the execution date of this Agreement, there are no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to Company Common Stock held by any of the other Acquired Corporation except for the issuance by Corporations. Except as set forth in the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Disclosure Schedule: (i) none of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeitureparticipation in future financings, right of participationto maintain a percentage ownership position, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are is no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of Company Common Stock or any other securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsCorporation. (db) As of the close of business on the Capitalization DateOctober 30, 1997: (i) 25,267,415 Shares were subject to 843,149 shares of Company Common Stock are reserved for future issuance pursuant to Company Options stock options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, Company's 1994 Incentive Stock Option Plan; (ii) 1,683,107 Shares were subject to issuance pursuant to 125,995 shares of Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were Common Stock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company Equity Plans, (iv) 1,462,435 Shares were Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1995 Director Option Plan. (Stock options granted by the Company ESPP pursuant to the 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise (1) the name of the holder of such warrant; (2) the number of shares of Company Common Stock subject to such warrant; (3) the exercise price of such warrant; (4) the date on which such warrant was issued; (5) the conditions, if any, limiting exercise of such warrant and (v6) 37,313 Shares were subject the date on which such warrant expires. The Company has delivered to issuance upon exercise Parent an accurate and complete copy of the Company Warrant. Other than each such warrant. (c) Except as set forth in this Section 3.3, the Company Disclosure Schedule there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case Company or any other than derivative securities not issued by an Acquired Corporation; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyCompany or any other Acquired Corporation; or (iviii) stockholder shareholder rights plans plan (or similar plans plan commonly referred to as a “"poison pill”") or Contracts Contract under which the Company or any other Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d), as condition or circumstance that may reasonably give rise to or provide a basis for the assertion of a claim by any Person to the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of the Company or any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, . There are no bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary indebtedness of the Company is outstanding having the right to vote (or may become obligated convertible into securities having the right to sell or otherwise issue vote) on any shares matters on which the shareholders of its capital stock or any other securitiesthe Company have the right to vote. (gd) All outstanding securities of all of the Acquired Corporations, including shares of Company WarrantsCommon Stock, all outstanding Company Options Options, all outstanding warrants to purchase Company Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each subsidiary of the Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parentissued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (he) Since September 30, 2024 , The Company Disclosure Schedule sets forth the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of the capital stock of the Company or other securities of corporations identified in the Company or any of its SubsidiariesDisclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than dividends or distributions solely among the Company Common Stock) owned beneficially and its wholly owned Subsidiaries or among of record by the Company’s wholly owned Subsidiaries, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Sharestwenty-six million shares of Company Common Stock, of which 93,047,001 Shares had 16,861,385 shares have been issued and were are outstanding as of the close date of business on March 3, 2025 (the “Capitalization Date”); and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares were outstanding as of the Capitalization Datethis Agreement. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From As of the Capitalization Date to the execution date of this Agreement, there are no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to Company Common Stock held by any of the other Acquired Corporation except for the issuance by Corporations. Except as set forth in Part 2.3(a) of the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Disclosure Schedule: (i) none of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are is no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsCommon Stock. (db) As of the close date of business on the Capitalization Datethis Agreement: (i) 25,267,415 Shares were subject to 639,499 shares of Company Common Stock are reserved for future issuance pursuant to Company Options stock options granted and outstanding under the Company Company’s 2006 Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, Incentive Plan; (ii) 1,683,107 Shares were subject to 748,928 shares of Company Common Stock are reserved for future issuance pursuant to Company RSUs stock options granted and outstanding under the Company Company’s 2005 Equity Plans, Incentive Plan; (iii) 5,723,800 Shares were 161,560 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company’s 2002 Equity Incentive Plan;(iv) 22,860.5 shares of Company Equity Plans, (iv) 1,462,435 Shares were Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company ESPP and Company’s 2001 Equity Incentive Plan; (v) 37,313 Shares were subject 38,335.4 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company’s 1995 Stock Option Plan; (vi) 28,600.2 shares of Company Common Stock are reserved for future issuance upon exercise pursuant to stock options granted and outstanding under the Interland-Georgia 1999 Stock Plan; and (vii) 1,875,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding outside any other written stock option plan. (Options to purchase shares of Company Common Stock (whether granted by the Company pursuant to the Company’s stock option plans, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as “Company Options.”) Part 2.3(b) of the Company WarrantDisclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Option expires. Other The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which any of the Acquired Corporations has ever granted stock options (other than any stock option plans pursuant to which (A) no options are presently outstanding; and (B) no options may be granted in the future), and the forms of all stock option agreements evidencing such options. (c) Except as set forth in this Section 3.3, Part 2.3(b) or Part 2.3(c) of the Company Disclosure Schedule there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Company, in each case other than derivative securities not issued by an Acquired CorporationCorporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (d) Except as set forth in Part 2.3(d) of the Company Disclosure Schedule, all outstanding capital stock, options and other securities of the Acquired Corporations have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) Except as set forth in this Sections 3.3(aPart 2.3(e) and 3.3(d), as of the Capitalization Date there are no issuedCompany Disclosure Schedule, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in all of the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary the corporations identified in Part 2.1(a)(ii) of the Company; (ii) outstanding subscriptionsCompany Disclosure Schedule have been duly authorized and are validly issued, optionsare fully paid and nonassessable and free of preemptive rights, callswith no personal liability attaching to the ownership thereof, warrants or rights (whether or not currently exercisable) to acquire any shares and are owned beneficially and of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of record by the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities free and clear of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesEncumbrances. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 18,000,000 Shares (including Company Restricted Shares), of which 93,047,001 11,524,463 Shares had been were issued and outstanding and no Shares were outstanding issued and held in the treasury of the Company, in each case, as of the close of business on March 3February 4, 2025 (the “Capitalization Date”)2015; and (ii) 10,000,000 1,000,000 shares of Company Preferred Stock, of which no shares were issued and outstanding (or held in treasury) as of the close of business on February 4, 2015. Between the close of business on February 4, 2015 and the date of this Agreement, the Company has not issued shares of capital stock or other securities of the Company, other than upon the exercise of Company Options or the vesting or settlement of Company Stock Awards, in each case, outstanding as of the Capitalization Dateclose of business on February 4, 2015, pursuant to the terms of such Company Options or Company Stock Award. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All Except as set forth in Part 3.3(b) of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. Company Disclosure Schedule: (i) None none of the outstanding shares of capital stock of the Acquired Corporations are Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Shares is subject to any right of first refusal in favor of any Acquired Corporationthe Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any the Acquired Corporation Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Acquired Corporations Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Shares. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares or other Company securities. (c) As of the date of this Agreement, the Company has no shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirementsreserved for issuance, including the Securities Act and “blue sky” Legal Requirements. (d) As of the close of business on the Capitalization Date: except for (i) 25,267,415 515,721 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, and (ii) 1,683,107 175,000 shares of Series B Preferred Stock subject to issuance upon the exercise of rights issued pursuant to the Shareholder Rights Plan and (iii) an indeterminate number of Shares were subject to issuance pursuant to the ESPP as of February 28, 2015, the end of the current offer period under the ESPP. The Company RSUs has made available to Parent or Parent’s Representatives in the Data Room prior to the date of this Agreement true and complete copies of the ESPP and all Company Equity Plans covering the Company Options and Company Restricted Shares outstanding as of the date of this Agreement, the forms of all stock award agreements evidencing such Company Options and Company Restricted Shares (and any other stock award agreements to the extent there are material variations from the form of agreement). Each outstanding Company Option was granted in compliance in all material respects with all applicable Law and outstanding under all of the terms and conditions of the Company Equity PlansPlan pursuant to which it was issued. Part 3.3(c) of the Company Disclosure Schedule contains a correct and complete list of each outstanding Company Option and Company Stock Award as of the date of this Agreement, including the holder’s name, date of grant, exercise or purchase price (iii) 5,723,800 if applicable), number of Shares were reserved for future issuance under subject thereto, number of Shares subject thereto that have vested as of such date, vesting schedule, whether any Company Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), and the Company Equity PlansPlan under which such Company Option and Company Stock Award was granted. (d) All of the outstanding capital stock, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP ownership interests in and (v) 37,313 Shares were subject to issuance upon exercise other securities of each Subsidiary of the Company Warrant. Other than are duly authorized, validly issued, fully paid and nonassessable and, except as set forth in this Section 3.3Part 3.3(d) of the Company Disclosure Schedule, are owned, directly or indirectly, by the Company, free and clear of any Encumbrance. Except as set forth in Part 3.3(d) of the Company Disclosure Schedule, none of the Acquired Corporations owns any capital stock, ownership interests in or other securities of any Person, except for securities in another Acquired Corporation. (e) Except as set forth in Part 3.3(e) of the Company Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant, agreement, arrangement, commitment or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Companyfrom, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired CorporationCorporations; (iiiii) outstanding securitiessecurity, instrumentsinstrument, bondsbond, debenturesdebenture, notes note or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; Acquired Corporations or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any Subsidiary of the Company Acquired Corporations is or may become obligated to sell or otherwise issue issue, or register, any shares of its capital stock or any other securities. (g. Except as set forth in Part 3.3(e) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , of the Company has not declaredDisclosure Schedule and except for the Voting Agreements, authorized there are no stockholder agreements, voting trusts or paid other agreements or understandings to which any dividends Acquired Corporation is a party relating to the voting or distributions (including dividend equivalents) on disposition of any shares of the capital stock of the Company or other securities of any Acquired Corporation, or granting to any Person or group of Persons the Company right to elect, or to designate or nominate for election, a director to the Board of Directors (or similar governing body) of any of its Subsidiaries, other than Acquired Corporation. All dividends or distributions solely among on securities of the Company and its wholly owned Subsidiaries that have been declared on or among prior to the Company’s wholly owned Subsidiariesdate of this Agreement have been paid in full.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares, 30,000,000 shares of which 93,047,001 Shares had been issued Company Common Stock and were outstanding as of the close of business on March 3, 2025 (the “Capitalization Date”); and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock. As of March 16, 2001, 12,353,818 shares of which Company Common Stock have been issued and are outstanding and no shares were outstanding as of the Capitalization DateCompany Preferred Stock have been issued and are outstanding. No shares of capital stock of the Company are held in the Company's treasury. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, There are no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to Company Common Stock held by any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awardsCompany's Subsidiaries. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are right or subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; Company and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Constituent Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital Company Common Stock. (b) As of March 16, 2001: (i) 350,950 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company 1992 Stock Option Plan and options to acquire 56, 500 shares of Company Common Stock are outstanding; (ii) 303,501 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Acquired Corporations. The Shares constitute Company 1993 Stock Option Plan and options to acquire 5,875 shares of Company Common Stock are outstanding; (iii) 107,750 shares of Company Common Stock are reserved for issuance pursuant to stock options under the only outstanding class Company 1994 Stock Option Plan and options to acquire 5,500 shares of securities Company Common Stock are outstanding; (iv) 85,633 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company 1995 Stock Option Plan and options to acquire 5,677 shares of Company Common Stock are outstanding; (v) 2,400,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company 1996 Incentive and Nonqualified Stock Option Plan and options to acquire 1,870,464 shares of Company Common Stock are outstanding; (vi) 150,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company 1997 Director Stock Option Plan and options to acquire 125,000 shares of Company Common Stock are outstanding; and (vii) 200,000 shares of Company Common Stock are reserved for issuance pursuant to the Company's 1996 Employee Stock Purchase Plan (the "Company ESPP") (Stock options granted by the Company pursuant to the Company Stock Option Plans or otherwise are referred to collectively herein as "Company Options.") Part 2.3(b) of the Company registered under Disclosure Schedule sets forth the Securities Act. There are no voting trusts or other Contracts following information with respect to each Company Option outstanding as of March 16, 2001: (i) the particular plan pursuant to which any Acquired Corporation such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the extent to which such Company Option is party or vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Option expires. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which the Company has knowledge with respect to granted Company Options, and the voting forms of any shares all stock option agreements evidencing such options. The Merger and the transactions contemplated herein has not and will not result in the acceleration of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirementsvesting schedule for any Company Options. (dc) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than Except as set forth in this Section 3.32.3(a) or (b) above, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Company, in each case other than derivative securities not issued by an Acquired CorporationConstituent Corporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyConstituent Corporations; or (iviii) rights agreement, stockholder rights plans plan (or similar plans plan commonly referred to as a “"poison pill”") or Contracts Contract under which any of the Company is Constituent Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d), as condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; Constituent Corporations (iiiitems (i) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or through (iv) stockholder rights plans above, collectively, "Company Stock Rights"). (or similar plans commonly referred to as a “poison pill”d) or Contracts under which any All outstanding shares of Company Common Stock, all outstanding Company Options and all outstanding shares of capital stock of each Subsidiary of the Company is or may become obligated to sell or otherwise issue any have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. All of the outstanding shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities each of the Company or any Company's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and, except for directors' qualifying shares, are owned beneficially and of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among record by the Company’s wholly owned Subsidiaries, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares60,000,000 shares of Company Common Stock, of which 93,047,001 Shares had 34,791,879 shares have been issued and were are outstanding as of the close date of business on March 3, 2025 (the “Capitalization Date”)First Merger Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares were outstanding as of the Capitalization Datehave been issued or are outstanding. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From None of the Capitalization Date to Symyx Corporations (other than the execution of this Agreement, no Acquired Corporation has issued Company) holds any shares of capital stock Company Common Stock or stock option, stock appreciation, phantom stock, profit participation or similar any rights or equity-based awards with respect to any Acquired Corporation except for the issuance by acquire shares of Company Common Stock. (b) Except as set forth in Part 3.3(b) of the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Disclosure Schedule: (i) none of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Symyx Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of the Acquired Corporations. The Shares constitute the only outstanding class of securities Company Common Stock held by an employee of the Company registered under the Securities Act. There are no voting trusts upon termination of such employee’s employment or upon any other Contracts to which any Acquired Corporation is party or forfeiture of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirementsa vesting condition. (dc) As of the close date of business on the Capitalization DateFirst Merger Agreement: (i) 25,267,415 Shares were 3,655,668 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, Options; (ii) 1,683,107 Shares were subject 1,879,110 shares of Company Common Stock are reserved for future issuance pursuant to the Company ESPP; (iii) 300,675 shares of Company Common Stock are reserved for future issuance pursuant to Company RSUs granted RSUs; and outstanding under the (iv) 6,039,772 shares of Company Equity Plans, (iii) 5,723,800 Shares were Common Stock are reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Option Plans. (d) The Company has Made Available to Parent a complete and accurate list that sets forth with respect to each Company Equity PlansAward outstanding as of the date of the First Merger Agreement the following information: (i) the particular plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name of the holder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, a Company RSU, or another type of Company Equity Award); (iv) 1,462,435 Shares were reserved for future issuance under the number of shares of Company ESPP and Common Stock subject to such Company Equity Award; (v) 37,313 Shares the per share exercise price (if any) of such Company Equity Award; (vi) the applicable vesting schedule (including a description of any acceleration provisions), and the extent to which such Company Equity Award is vested and exercisable, if applicable; (vii) the date on which such Company Equity Award was granted; (viii) the date on which such Company Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option, whether such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company RSUs, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were subject granted by the Company, and the forms of all agreements evidencing such Company Equity Awards. The exercise price of each Company Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents (as defined in Section 3.04(a)) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to issuance upon exercise the effective date of grant (whether intentionally or otherwise). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Symyx Corporations. Each Company Equity Award was granted in accordance with the terms of the Company Warrant. Other than Employee Plan applicable thereto. (e) Except as set forth in this Section 3.33.03(a) and Section 3.03(c), there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Company, in each case other than derivative securities not issued by an Acquired CorporationSymyx Corporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanySymyx Corporations; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any of the Company Symyx Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d), as condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; Symyx Corporations. (iiif) All outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or Company Common Stock, and all Company Equity Awards and other securities of any Subsidiary of the CompanySymyx Corporations, have been issued and granted in compliance with: (i) all applicable securities laws and other applicable Legal Requirements; or and (ivii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesall requirements set forth in applicable Contracts. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in of the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on outstanding shares of the capital stock of the Company or other securities each of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned Subsidiariesbeneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Sharesshares of Company Common Stock, of which 93,047,001 Shares had 75,031,225 shares have been issued and were outstanding as of the close of business on March 3April 15, 2025 (the “Capitalization Date”)2005; and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding. No shares of Company Common Stock have been issued by the Company during the period commencing on April 16, 2005 and ending on the date of this Agreement. As of April 15, 2005, 13,197,154 shares of Company Common Stock were subject to issuance pursuant to outstanding as Company Options. No Company Options have been granted during the period commencing on April 16, 2005 and ending on the date of this Agreement. (b) As of April 15, 2005, the Capitalization DateCompany held 1,835,939 shares of its capital stock in its treasury. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares None of the Acquired Corporations have been duly authorized and validly issuedholds any shares of Company Common Stock or any rights to acquire shares of Company Common Stock, and are fully paid and nonassessable. (i) other than the shares of Company Common Stock held in the Company's treasury referred to in the preceding sentence. None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders Company. To the knowledge of the Acquired Corporations have a right to vote; and (iv) Company, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. Except as set forth in Part 2.3(b) of the Company Disclosure Schedule, none of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital Company Common Stock or other securities, except for the Company's right to repurchase restricted shares of Company Common Stock held by an employee of the Company upon termination of such employee's employment. (c) As of April 15, 2005, 1,000,000 shares of Company Preferred Stock, designated as Series A Junior Participating Preferred Stock, were reserved for future issuance upon exercise of the rights (the "Company Rights") issued pursuant to the Rights Agreement dated as of October 25, 2001, between the Company and Mellon Investor Services LLC, as Rights Agent (the "Company Rights Agreement"). As of April 15, 2005: (i) 751,541 shares of Company Common Stock were reserved for future issuance pursuant to the Company's 2003 Employee Stock Purchase Plan (the "Company ESPP"); and (ii) 106,445 shares of Company Common Stock were reserved for future issuance pursuant to stock options not yet granted under the Company Option Plans. Part 2.3(c) of the Company Disclosure Schedule accurately sets forth the following information with respect to each Company Option and each share subject to any repurchase right of the Company, in each case that were outstanding as of April 15, 2005: (A) the particular Company Option Plan (if any) pursuant to which such Company Option was granted; (B) the employee identification number of the holder of such Company Option or the shares subject to such repurchase right; (C) the number of shares of Company Common Stock subject to such Company Option or repurchase right; (D) the exercise price of such Company Option; (E) the date on which such Company Option was granted or the shares subject to such repurchase right were issued; (F) the extent to which such Company Option is vested and exercisable or the extent to which the shares subject to such repurchase right have vested; (G) the date on which such Company Option expires; and (H) whether the vesting of such Company Option or the shares subject to such repurchase right would be accelerated, in whole or in part, as a result of the Merger or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other event. The Company has delivered to Parent accurate and complete copies of: (1) each Company Option Plan; (2) each other stock option plan pursuant to which any of the Acquired Corporations. The Shares constitute Corporations has ever granted stock options to the only extent that any options remain outstanding class of securities of the Company registered thereunder; (3) each stock option plan under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company Entity has knowledge with respect to the voting of granted stock options that were ever assumed by any shares of the capital stock of the Acquired Corporations. All Corporations to the extent that any options remain outstanding Shares thereunder; and shares (4) the standard form of the capital stock or other equity securities option agreement for each Company Option Plan and each standard form of each stock option agreement used in connection with outstanding "non-plan" Company Options granted by any Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsCorporation. (d) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than Except as set forth in Section 2.3(c) or in Part 2.3(c) or Part 2.3(d) of the Company Disclosure Schedule (with respect to the aggregate data therein), as of the date of this Section 3.3Agreement, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Company, in each case other than derivative securities not issued by an Acquired CorporationCorporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “"poison pill”") or Contracts Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as All outstanding shares of Company Common Stock, and all options and other securities of the Acquired Corporations, have been issued and granted in compliance with all requirements set forth in this Sections 3.3(a) applicable Contracts, except where such noncompliance would not have, and 3.3(d)would not reasonably be expected to have or result in, as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporationa Company Material Adverse Effect. (f) Except as set forth in All of the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary each of the Company; 's Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights and are owned beneficially and of record by the Company (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) except with respect to acquire any shares those Company's Subsidiaries organized under the laws of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any foreign jurisdictions where shares of capital stock are required under applicable Legal Requirements to be held by one or other securities more directors, employees or agents of such Subsidiary), free and clear of any Subsidiary of the Company, in each case material Encumbrances (other than derivative restrictions on transfer imposed by applicable securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitieslaws). (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.

Capitalization, Etc. (a) The As of April 12, 2012 (the "Capitalization Date"), the authorized capital stock of the Company consists of: (i) 200,000,000 Sharesconsisted of 56,000,000 shares of Company Common Stock, of which 93,047,001 Shares had been 14,323,715 shares were issued and were outstanding as outstanding; and 2,000,000 shares of preferred stock, par value $0.001 per share, of the close of business on March 3, 2025 (the “Capitalization Date”); and (ii) 10,000,000 shares of Company Preferred StockCompany, of which no shares were outstanding as issued or outstanding. As of the Capitalization Date: (i) 848,231 shares of Company Common Stock were held in the treasury of the Company, (ii) 4,939,647 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Company Option Plans (stock options granted by the Company pursuant to the Company Option Plans or otherwise are referred to collectively herein as "Company Options") and (iii) 104,770 shares of Company Common Stock were subject to issuance pursuant to outstanding Company RSUs. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, There are no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to Company Common Stock held by any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awardsCompany's Subsidiaries. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations Company Common Stock are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are right or subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; Company and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired CorporationsCompany Common Stock. No Acquired Corporation The Company is not under any obligation, obligation or bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or any capital stock of any of the Acquired Corporations. The Shares constitute the only outstanding class of securities Company's Subsidiaries. (b) Part 3.4(b) of the Company registered under Disclosure Schedule sets forth the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge following information with respect to the voting each Company Option outstanding as of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements. (d) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside name of the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83optionee, (ii) 1,683,107 Shares were the number of shares of Company Common Stock subject to issuance pursuant to such Company RSUs granted and outstanding under the Company Equity PlansOption, (iii) 5,723,800 Shares were reserved for future issuance under the exercise price of such Company Equity PlansOption, (iv) 1,462,435 Shares were reserved for future issuance under the date on which such Company ESPP and Option was granted, (v) 37,313 Shares were subject the extent to issuance upon exercise which such Company Option is vested and exercisable as of the Capitalization Date and (vi) the name of the Company WarrantOption Plan under which such Company Option was granted. Other than All vesting will be accelerated immediately prior to and contingent upon the Effective Time. (c) Except as set forth in this Section 3.33.4(a) or Section 3.4(b) above, as of the Agreement Date, there are no: is no (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; Company or (iviii) rights agreement, stockholder rights plans plan (or similar plans plan commonly referred to as a “"poison pill”") or Contracts Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (ed) Except as All outstanding shares of Company Common Stock, Company Options, Company RSUs and other securities of the Company have been issued and granted in compliance with all applicable securities Laws and other applicable Laws and all requirements set forth in this Sections 3.3(a) and 3.3(d), applicable Contracts. All outstanding Company Options were granted with a per share exercise price no lower than the fair market value of one share of Company Common Stock as of the Capitalization Date there grant date. All shares of Company Common Stock subject to issuance pursuant to Company Options and Company RSUs will, upon issuance on the terms and conditions specified in the instruments pursuant to which they are no issuable, be duly authorized, validly issued, reserved for issuancefully paid, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporationand nonassessable. (fe) Except as set forth in All of the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary each of the Company; (ii) outstanding subscriptions's Subsidiaries have been duly authorized and validly issued, optionsare fully paid and nonassessable and free of preemptive rights, callswith no personal liability attaching to the ownership thereof, warrants and are owned beneficially and of record by the Company or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stockanother wholly-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any owned Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities free and clear of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its SubsidiariesEncumbrances, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiariesrestrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares100,000,000 shares of Company Common Stock, of which 93,047,001 Shares had been 24,902,080 shares are issued and were outstanding as of the close of business on March 3, 2025 (the “Capitalization Reference Date”); and (ii) 10,000,000 8,000,000 shares of Company Preferred Stock, of which no 3,906.51922572953 shares of Series C-12 Preferred Stock (the “Series C Preferred Stock”) were issued and outstanding as of the Capitalization Reference Date. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From None of the Capitalization Date to Target Companies (other than the execution of this Agreement, no Acquired Corporation has issued Company) holds any shares of capital stock Company Common Stock or stock option, stock appreciation, phantom stock, profit participation or similar any rights or equity-based awards with respect to any Acquired Corporation except for the issuance by acquire shares of Company Common Stock. (b) Except as set forth in Part 2.3(b) of the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Disclosure Schedule: (i) none of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightright pursuant to any certificate of incorporation (or similar organizational document) or Contract to which any Target Company or, to the Company’s knowledge, to which any stockholder of the Company, is a party; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Target Companies is under any obligation, or bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of the Acquired Corporations. The Shares constitute the only outstanding class of securities Company Common Stock held by an employee of the Company registered under the Securities Act. There are no voting trusts upon termination of such employee’s employment or upon any other Contracts to which any Acquired Corporation is party or forfeiture of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirementsa vesting condition. (dc) As of the close of business on the Capitalization Reference Date: (i) 25,267,415 Shares were 6,452,960 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant Awards, all of which are subject to inducement grants made outside the outstanding Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, Options; (ii) 1,683,107 Shares were subject to 262,234 shares of Company Common Stock have been reserved for future issuance pursuant to Company RSUs granted and outstanding under the Company’s 2018 Employee Stock Purchase Plan (the “Company Equity Plans, ESPP”); and (iii) 5,723,800 Shares were 3,147,040 shares of Company Common Stock are reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance Option Plan. There is neither a current payment or offering period nor any accumulated participant contributions outstanding under the Company ESPP and ESPP. (vd) 37,313 Shares were subject to issuance upon exercise Part 2.3(d) of the Company Warrant. Other than Disclosure Schedule sets forth a complete and accurate list that sets forth with respect to each Company Equity Award outstanding as set forth in this Section 3.3, there are noof the Reference Date the following information: (i) outstanding shares of capital stock of or other securities of the Companyparticular plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name of the holder of such Company Equity Award; (iii) the type of Company Equity Award; (iv) the number of shares of Company Common Stock subject to such Company Equity Award; (v) the per share exercise price (if any) of such Company Equity Award; (vi) the date on which such Company Equity Award was granted; (vii) the date on which such Company Equity Award expires (if applicable); (viii) if such Company Equity Award is a Company Option, whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; (ix) the applicable vesting schedule (and the terms of any acceleration rights thereof); (x) for each holder who is not a current employee of the Target Companies, whether such Person has ever been an employee of the Target Companies; and (xi) the holder’s state of residence or, for any holder who is not a resident of the United States, country of residence. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding subscriptionsCompany Equity Awards were granted by the Company, optionsand the forms of all agreements evidencing such Company Equity Awards. The exercise price of each Company Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including any related notes thereto) contained in the Company SEC Documents in accordance with GAAP and with all applicable Legal Requirements, calls, warrants and no such grants involved any “back dating” or rights similar practices with respect to the effective date of grant (whether intentionally or not currently exercisable) to acquire any shares of the capital otherwise). There are no outstanding or authorized restricted stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporationof the Target Companies. (e) All outstanding shares of Company Common Stock and other securities of the Target Companies, (i) have been issued and granted in compliance in all material respects with: (A) all applicable securities laws and other applicable Legal Requirements, and (B) all requirements set forth in applicable Contracts and Company Employee Plans; and (ii) each such grant was duly authorized no later than the date on which such grant was by its terms effective (the “Grant Date”) by all necessary corporate action, and the award agreement governing such grant was duly executed and delivered by each party thereto within a reasonable time following the Grant Date. (f) Except as set forth in the last sentence of Section 3.3(aSections 2.3(a), 2.3(c) or 2.3(d), as of the Reference Date, there are is no: (i) outstanding shares subscription, option, call, warrant, preemptive, participation, maintenance, right of capital stock of first refusal, conversion, redemption, share appreciation, repurchase or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any issued or unissued shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired CorporationTarget Companies; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the CompanyTarget Companies; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any Subsidiary of the Company Target Companies is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of or voting securities of the Company. (g) All Company Warrants, Company Options and other Company RSUs are evidenced by award agreements substantially in the forms that Equity Awards (i) have been provided to Parentissued and granted in compliance in all material respects with: (A) all applicable securities laws and other applicable Legal Requirements, and (B) all requirements set forth in applicable Contracts and Company Employee Plans; and (ii) each such grant was duly authorized no later than the Grant Date by all necessary corporate action, and the award agreement governing such grant was duly executed and delivered by each party thereto within a reasonable time following the Grant Date. (h) Since September 30, 2024 , All of the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on outstanding shares of the capital stock of the Company or other securities each of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned Subsidiariesbeneficially and of record by the Company, free and clear of any Encumbrances (other than restrictions on transfer imposed by applicable securities laws or any Company Permitted Encumbrances). (i) The Requisite Holders (as defined in the Company’s certificate of incorporation) of the Series C Preferred Stock have by written consent waived the right of the holders of Series C Preferred Stock as to all shares of Series C Preferred Stock (and the holders thereof) to approve a Change of Control (as defined in the Company’s certificate of incorporation) as relating to the Offer and the Merger, which right is provided for in Article IV, Section (d)(9)(B) of the Company’s certificate of incorporation, pursuant to and in accordance with Article IV, Section 10(F) of the Company’s certificate of incorporation. The Company has Made Available to Parent an accurate and complete copy of such written consent.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares150,000,000 shares of Company Common Stock, of which 93,047,001 Shares had 76,486,519 shares (excluding shares of Company Restricted Stock) have been issued and were are outstanding as of the close of business on March 3December 16, 2025 2020 (the “Capitalization DateMeasurement Time”); and (ii) 10,000,000 15,000,000 shares of Company Preferred Stock, of which no shares were have been issued or are outstanding as of the Capitalization Datedate of this Agreement. Except to the extent issued in connection with exercises of Company Options included in Section 2.3(b)(i) or conversions of any Company Convertible Notes, from the Measurement Time until and including the date of this Agreement, the Company has not issued any shares of Company Common Stock. As of the Measurement Time, 2,001,875 shares of Company Common Stock are held by the Company as treasury stock. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From Except for the Capitalization Date to the execution of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are Common Stock held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding as treasury stock, there are no shares of the capital stock or ordinary shares Company Common Stock held by any of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there Companies. There is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock, except for the Confidentiality Agreement. Except as set forth in Part 2.3(a) of the Disclosure Schedule, none of the Acquired Corporations. No Acquired Corporation Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of Company Common Stock or other securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which (including any Acquired Corporation is party or of which the Company has knowledge with respect Equity Awards, except pursuant to the voting forfeiture conditions of any shares such Company Equity Awards or the cashless exercise or Tax withholding provisions of or authorizations related to such Company Equity Awards as in effect as of the capital stock date of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirementsthis Agreement). (db) As of the close of business on the Capitalization Date: Measurement Time: (i) 25,267,415 Shares were 395,896 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, ; (ii) 1,683,107 Shares were 678,692 shares of Company Common Stock are reserved for future issuance pursuant to outstanding options in respect of the current “offering period” under the Company’s Amended and Restated 2013 Employee Stock Purchase Plan (the “ESPP”); (iii) 582,841 shares of Company Common Stock are subject to issuance and/or delivery pursuant to Company RSUs granted and outstanding under the Company Equity PlansPlans (reflecting Company RSUs that vest based on performance-based vesting requirements assuming deemed achievement of maximum performance) (including 88,649 shares of Company Common Stock subject to issuance and/or delivery pursuant to Company RSUs that have vested and Company RSUs, in each case, credited to the Directors Deferred Compensation Plan); (iiiiv) 5,723,800 Shares were 790,784 shares of Company Restricted Stock are outstanding under the Company Equity Plans (reflecting shares of Company Restricted Stock that vest based on performance-based vesting requirements assuming deemed achievement of maximum performance); (v) 1,025,981 Company SARs (denominated in shares of Company Common Stock) are granted and outstanding under the Company Equity Plans (including both cash- and stock-settled Company SARs); (vi) no Company Equity Awards are outstanding other than those granted under the Company Equity Plans and the ESPP and referenced in the preceding clauses (i) through (v); (vii) 4,846,698 shares of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Equity Plans, Plans and the ESPP; and (ivviii) 1,462,435 Shares were reserved for future issuance 888 phantom shares of Company Common Stock are credited to accounts under and pursuant to the Company ESPP Deferred Compensation Plans (excluding the 88,649 vested and (v) 37,313 Shares were unvested Company Equity Awards subject to issuance upon exercise and/or delivery pursuant to such Company Deferred Compensation Plans reflected in (iii) above). From the Measurement Time until and including the date of this Agreement, the Company has not issued any equity awards of the type described in the preceding sentence, except with respect to any Company WarrantOption or Company SAR exercised by Company Associates during such period. Other Part 2.3(b) of the Disclosure Schedule accurately sets forth the following information with respect to each Company Equity Award outstanding as of the Measurement Time: (A) the Company Equity Plan (if any) pursuant to which such Company Equity Award was granted; (B) the name, or, to the extent required by applicable Information Privacy and Security Laws, an employee identification number, of the holder of such Company Equity Award; (C) the number of shares of Company Common Stock subject to such Company Equity Award (including, for Company Equity Awards subject to performance-based vesting requirements, the maximum number of shares of Company Common Stock); (D) the exercise price (if any) of such Company Equity Award; (E) the grant date of such Company Equity Award; (F) the applicable vesting schedule and/or vesting date, and the extent to which such Company Equity Award is vested and/or exercisable; (G) the date on which such Company Equity Award expires; (H) if such Company Equity Award is a Company Option, whether it is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; (I) if such Company Equity Award is a Company RSU, whether such Company RSU is subject to Section 409A of the Code and the regulations and guidance thereunder (“Section 409A” ); and (J) if such Company Equity Award is a Company RSU, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. The Company has Made Available to Parent accurate and complete copies of all equity-based plans or, if not granted under an equity plan, such other Contract, pursuant to which any stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock awards (including all outstanding Company Equity Awards, whether payable in equity, cash or otherwise) are outstanding as of the date of this Agreement, and the forms of all stock option, stock appreciation right, restricted stock unit, deferred stock unit and restricted stock award agreements evidencing such stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock awards (whether payable in equity, cash or otherwise) as of the date of this Agreement. The exercise price of each Company Option, and the ▇▇▇▇▇ ▇▇▇▇▇ of each Company SAR, is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option or such Company SAR, as the case may be. All grants of Company Equity Awards were recorded on the Company’s financial statements (including any related notes thereto) contained in the Filed SEC Reports in accordance with GAAP, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). (c) Except as set forth in Part 2.3(b) and Part 2.3(c) of the Disclosure Schedule, as contemplated by the Company Convertible Notes Indenture and for shares of Company Common Stock issued following the Measurement Time pursuant to the exercise or vesting of Company Equity Awards outstanding as of the Measurement Time, as of the date of this Section 3.3, Agreement there are is no: (i) outstanding shares of capital stock of equity-based compensation award, subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Company, in each case Acquired Companies (including any subscription or other than derivative securities not issued by an Acquired Corporationright to purchase shares of Company Common Stock under the ESPP); (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Companies; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any of the Company Acquired Companies is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d)condition or circumstance that, as of to the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary Knowledge of the Company; (ii) outstanding subscriptions, options, calls, warrants gives rise to or rights (whether or not currently exercisable) provides a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesCompanies. (gd) All Company WarrantsExcept as set forth on Part 2.3(d) of the Disclosure Schedule, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on all outstanding shares of the capital stock of the Company Common Stock, options, warrants, equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Company or any Acquired Companies have been issued and granted in compliance in all material respects with: (i) all applicable securities laws and other applicable Laws; and (ii) all requirements set forth in applicable Contracts. (e) Except as set forth on Part 2.3(e) of its Subsidiariesthe Disclosure Schedule, other than dividends or distributions solely among all of the Company and its wholly owned Subsidiaries or among outstanding shares of capital stock of each of the Company’s wholly Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned Subsidiariesbeneficially and of record by the Company or another Acquired Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares175,000,000 shares of Company Common Stock, of which 93,047,001 Shares had 76,904,133 shares have been issued and were are outstanding as of the close date of business on March 3, 2025 (the “Capitalization Date”)this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, $.001 par value per share, (A) 170,000 shares of which no shares were have been designated "Series A Preferred Stock," none of which are outstanding as of the Capitalization Datedate of this Agreement, (B) 230,000 shares of which have been designated "Series B Preferred Stock," none of which are outstanding as of the date of this Agreement and (C) 1,200,000 of which have been designated "Series B Junior Participating Preferred Stock," none of which are outstanding as of the date of this Agreement. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, There are no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance Company Common Stock held by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as either of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awardsCompany's Subsidiaries. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there Corporations. There is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), ) any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsCommon Stock. (db) As of the close date of business on the Capitalization Datethis Agreement: (i) 25,267,415 Shares were all of the shares of the Company's Series B Junior Participating Preferred Stock are reserved for future issuance upon exercise of the rights (the "Rights") issued pursuant to the Rights Agreement, dated as of February 1, 1999 between the Company and American Stock Transfer & Trust Company, as Rights Agent (as amended by that certain Amendment to Rights Agreement, dated as of June 2, 1999, that certain Amendment to Rights Agreement, dated as of August 24, 2001, and that certain Amendment to Rights Agreement, dated as of July 30, 2002, the "Company Rights Agreement"); (ii) 10,953,922 shares of Company Common Stock are subject to issuance pursuant to Company Options stock options granted and outstanding under the Company's Amended and Restated 1996 Stock Incentive Plan (the "Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, Option Plan"); (iii) 5,723,800 Shares were 58,040 shares of Company Common Stock are reserved for future issuance under pursuant to the Company Equity Plans, Company's 1996 Employee Stock Purchase Plan (the "ESPP"); (iv) 1,462,435 Shares were 2,300,000 shares of Company Common Stock are reserved for future issuance under pursuant to the Company ESPP CEO Incentive Plan; and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than as set forth in this Section 3.3, there are no: (i) outstanding 300,000 shares of capital stock of or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.of

Capitalization, Etc. (a) The As of the Capitalization Date, the authorized capital stock of the Company consists of: (i) 200,000,000 SharesParent consisted of 70,000,000 shares of Parent Common Stock, of which 93,047,001 Shares had been 16,500,050 shares were issued and were outstanding as (inclusive of 34,031 Parent Restricted Stock Awards and excluding 4,071,600 shares of Parent Common Stock held in the treasury of the close of business on March 3, 2025 (the “Capitalization Date”Company); and (ii) 10,000,000 5,000,000 shares of Company Preferred Stockpreferred stock, par value $0.0001 per share, of Parent, of which no shares were outstanding as issued or outstanding. As of the Capitalization Date: (i) 4,071,600 shares of Parent Common Stock were held in the treasury of the Company, (ii) 2,640,548 shares of Parent Common Stock were subject to issuance pursuant to outstanding stock options granted under the Parent Option Plans (stock options granted by Parent pursuant to the Parent Option Plans or otherwise are referred to collectively herein as "Parent Options"), (iii) 512,192 shares of Parent Common Stock were subject to issuance pursuant to outstanding Parent restricted stock units issued pursuant to the Parent Option Plans (the "Parent RSUs") and (iv) 326,234 shares of Parent Common Stock were reserved for issuance pursuant to Parent's 2003 Employee Stock Purchase Plan and the 2003 Foreign Subsidiary Employee Stock Purchase Plan (collectively, the "Parent ESPP"). All of the outstanding Shares shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, There are no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are Parent Common Stock held by the Company or another Acquired Corporation. (b) All any of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) Parent's Subsidiaries. None of the outstanding shares of capital stock of the Acquired Corporations Parent Common Stock are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are right or subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; Parent and (iv) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired CorporationsParent Common Stock. No Acquired Corporation Parent is not under any obligation, obligation or bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsParent Common Stock. (db) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than Except as set forth in this Section 3.34.4(a) above and except for rights under the Parent ESPP to purchase shares of Parent Common Stock, as of the Agreement Date, there are no: is no (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the CompanyParent, in each case other than derivative securities not issued by an Acquired Corporation; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; Parent or (iviii) rights agreement, stockholder rights plans plan (or similar plans plan commonly referred to as a “"poison pill”") or Contracts Contract under which the Company Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (ec) Except as All outstanding shares of Parent Common Stock, Parent Options and other securities of Parent have been issued and granted in compliance with (i) all applicable securities Laws and other applicable Laws and (ii) all requirements set forth in this Sections 3.3(a) and 3.3(d), applicable Contracts. All outstanding Parent Options were granted with a per share exercise price no lower than the fair market value of one share of Parent Common Stock as of the Capitalization Date there grant date. All shares of Parent Common Stock subject to issuance pursuant to Parent Options and Parent RSUs will, upon issuance on the terms and conditions specified in the instruments pursuant to which they are no issuable, be duly authorized, validly issued, reserved for issuancefully paid, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporationand nonassessable. (fd) Except as set forth in The authorized capital stock of Merger Sub consists solely of 1,000 shares of Merger Sub Common Stock. As of the last sentence of Section 3.3(a)Agreement Date, there are no: (i) outstanding 1,000 shares of Merger Sub Common Stock issued and outstanding. All of the shares of capital stock of Merger Sub have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent or other securities another wholly-owned Subsidiary of Parent, free and clear of any Subsidiary Encumbrances, other than restrictions on transfer imposed by applicable securities Laws. Merger Sub was formed solely for the purpose of effecting the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or Merger. Merger Sub has not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is and will not engage in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case activities other than derivative securities not issued those contemplated by an Acquired Corporation; (iii) outstanding securitiesthis Agreement and has, instrumentsand will have as of immediately prior to the Effective Time, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or no liabilities other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesthan those contemplated by this Agreement. (ge) As of the Agreement Date, all membership interests of Merger LLC are issued and outstanding. All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in of the forms that membership interests of Merger LLC have been provided duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid free and clear of any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its SubsidiariesEncumbrances, other than dividends or distributions restrictions on transfer imposed by applicable securities Laws. Merger LLC was formed solely among for the Company purpose of effecting the Upstream Merger. Merger LLC has not and its wholly owned Subsidiaries or among will not engage in any activities other than those contemplated by this Agreement and has, and will have as of immediately prior to the Company’s wholly owned SubsidiariesEffective Time, no liabilities other than those contemplated by this Agreement.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 20,000,000 Shares, of which 93,047,001 6,531,774 Shares had been issued and were outstanding as of September 7, 2001, none of which are held by the close Company in its treasury as of business on March 3, 2025 (the “Capitalization Date”)date of this Agreement; and (ii) 10,000,000 500,000 shares of Company Preferred Stock, $0.10 par value per share, of which no shares were are outstanding or are held by the Company in its treasury as of the Capitalization Datedate of this Agreement. The Company is not in violation of its certificate of incorporation or bylaws. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable. From As of the Capitalization Date to the execution date of this Agreement, there are no Acquired Corporation has issued Shares held by any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no other Acquired Corporation has issued any Company Options, Company RSUs or other equity based awardsCorporations. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All None of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of capital stock of the Acquired Corporations are Shares is subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are the Company. There is no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Shares. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements.Shares, (db) As of the close date of business on the Capitalization Datethis Agreement: (i) 25,267,415 707,542 Shares were are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant options to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, purchase Shares or existing contractual obligations to issue shares; (ii) 1,683,107 692,458 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were are reserved for future issuance under pursuant to the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than as set forth in this Section 3.3, there are no: (i) outstanding shares of capital stock of or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.Stock

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares100,000,000 shares of Company Common Stock, of which 93,047,001 31,446,306 Common Shares had have been issued and were are outstanding as of the close of business on March 3, 2025 (the “Capitalization Reference Date”); and (ii) 10,000,000 shares of Company Preferred Stock, of which no (A) 2,843,287 shares were have been designated Series X Convertible Preferred Stock of which none is issued and outstanding as of the Capitalization close of business on the Reference Date and (B) 89,956 shares have been designated Series A Convertible Voting Preferred Stock, of which 89,956 Series A Shares have been issued and are outstanding as of the close of business on the Reference Date. All of the outstanding Shares have been been, and all Common Shares issuable upon the exercise of outstanding Options or Company Warrants, settlement of outstanding RSUs or conversion of outstanding Series A Shares will be, when issued, duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution nonassessable and free of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporationpreemptive rights. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Shares is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; , (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Shares is subject to any right of first refusal in favor of any Acquired Corporation; the Company, (iii) there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of any Acquired Corporation the Company having a right to vote on any matters on which the stockholders of the Acquired Corporations Company have a right to vote; vote and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired CorporationsShare. No Acquired Corporation The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired CorporationsShares. The Shares constitute Company Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements. (dc) As of the close of business on the Capitalization Reference Date: (i) 25,267,415 2,597,639 Common Shares were are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, outstanding; (ii) 1,683,107 353,656 Common Shares were are subject to or otherwise deliverable in connection with outstanding RSUs; (iii) 84,905 Common Shares are available for issuance pursuant to Company RSUs granted and the ESPP (including 9,554 Common Shares that are estimated to be subject to outstanding purchase rights under the Company Equity Plans, (iii) 5,723,800 Shares were reserved ESPP assuming that the closing price per Share as reported on the purchase date for future issuance under the Company Equity Plans, current ESPP Offering Period was equal to the Common Share Offer Price and employee contributions continue until such purchase date at the levels in place as of the Reference Date); (iv) 1,462,435 866 Common Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were are subject to issuance upon exercise of the Common Stock Warrants; (v) 1,286,786 Common Shares are subject to issuance upon exercise of the Pre-Funded Warrants; and (vi) 3,558,376 Common Shares were reserved and available for issuance pursuant to the Company WarrantEquity Plans. Other than The Company has delivered or made available to Parent or Parent’s Representatives complete and accurate copies of all Company Equity Plans covering the Options and RSUs outstanding as of the date of this Agreement, the forms of all stock option agreements evidencing such and forms of restricted stock unit agreements evidencing such RSUs and copies of all Company Warrants. (d) Section 3.3(d) of the Company Disclosure Schedule sets forth a true and complete list as of the Reference Date, of all Company Stock Awards, including: for each outstanding Option and RSU, as applicable, the underlying plan name, the name of the holder, the number of shares issuable upon exercise or settlement, the exercise price and the applicable grant date, the expiration date.. (e) Except as set forth in this Section 3.3, as of the close of business on the Reference Date, there are no: (i) outstanding shares of capital stock of of, or other securities of equity interests in, the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, other equity interests, restricted stock unitunits, stock-based performance unit units or any other right rights that is are linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other equity interests or securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable or exercisable for any shares of the capital stock or other equity interests or securities of the Company; or (iv) stockholder rights plans (or similar plans plan commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares150,000,000 shares of Company Common Stock, of which 93,047,001 Shares had 8,736,690 shares have been issued and were are outstanding as of the close date of business on March 3, 2025 this Agreement including the Escrow Shares (the “Capitalization Date”as such term is hereinafter defined); and (ii) 10,000,000 shares of Company Preferred Stock, $.01 par value per share, of which no shares are currently issued or are outstanding; and (iii) 1,200,000 shares of Preferred Stock have been designated as Series J Convertible Preferred Stock, of which no shares were outstanding are currently issued or are outstanding. Except as set forth in Part 3.3(a)(i) of the Capitalization DateCompany Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From There are no shares of Company Common Stock held by any of the Capitalization Date other Acquired Corporations. There are 141,863 shares of Company Common Stock that are subject to the execution of this a certain Performance Share Escrow Agreement, no Acquired Corporation has issued any dated October 15, 1992, as amended (such shares being referred to as the “Escrow Shares”), and are held in an escrow by Montreal Trust Company of capital stock or stock optionCanada, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for as escrow agent (the issuance by “Escrow Agent”). Except as set forth in Part 3.3(a)(ii) of the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock or the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares any of the Acquired Corporations have been duly authorized and validly issuedis entitled to, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are entitled or subject to or bound by any outstanding option, warrant, call, subscription right, preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightother right agreement or commitment which (a) obligates Company or any Subsidiary of Company to issue, sell or transfer any shares of the capital stock of Company or any Subsidiary of Company, (b) restricts the transfer of any shares of capital stock of Company or any of its Subsidiaries, or (c) relates to the voting of any shares of capital stock of Company or any of its Subsidiaries; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are is no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired CorporationsCompany Common Stock. The Shares constitute the only outstanding class of securities Part 3.3(a)(iii) of the Company registered Disclosure Schedule describes all repurchase rights held by the Company with respect to shares of Company Common Stock (whether such shares were issued pursuant to the exercise of Company Options or otherwise). (b) As of the date of this Agreement: (i) 265,807 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Securities ActCompany’s 2001 Stock Plan, and options relating to an additional 74,193 shares of Company Common Stock are eligible for future grant under such plan; (ii) 126,773 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 1996 Stock Option Plan, and no options are eligible for future grant under such plan; (iii) 1,543,484 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s NSO Stock Option Program, and no options are eligible for future grant under such program; (iv) 16,025 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Premia Corporation 1998 Stock Option Plan, and no options are eligible for future grant under such plan; and (v) 58,743 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Technology Builders, Inc. Amended and Restated Stock Option and Stock Incentive Plan, and no options are eligible for future grant under such plan. There As of the date of this Agreement, 383,691 shares of Company Common Stock are reserved for future issuance pursuant to Company Warrants. All convertible debentures issued by the Company have been validly converted into shares of Company Common Stock, and no voting trusts convertible debentures issued by the Company are currently outstanding and no Person has any rights, interests or other Contracts claims with respect to any such convertible debentures. Options to purchase shares of Company Common Stock (whether granted by the Company pursuant to the Company’s stock option plans, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as “Company Options.” Part 3.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan or program (if any) pursuant to which any Acquired Corporation such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, and the extent to which such Company Option is party or vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Option expires. The Company has delivered to Parent accurate and complete copies of all Company Warrants and all stock option plans under which the Company has knowledge any obligations or which have been assumed by the Company in connection with the acquisition of any of its Subsidiaries pursuant to which any of the Acquired Corporations has ever granted stock options, and the forms of the stock option agreements, grants or awards evidencing such options. The name of the holder, number of shares of Company Common Stock issuable pursuant to and the exercise price of each of the Company Warrants is set forth on Part 3.3(b) of the Company Disclosure Schedule, provided, however, that the information set forth on Part 3.3(b) of the Company Disclosure Schedule does not reflect any assignment or transfer of any Company Warrants made without prior notice to the Company and with respect to which the voting of any shares Company does not have Knowledge. None of the capital stock Company Warrants has an exercise price less than or equal to the Per Share Amount and, except as set forth in Part 3.3(b) of the Acquired Corporations. All outstanding Shares and shares Company Disclosure Schedule, none of the capital stock Company Options has an exercise price less than or other equity securities equal to the Per Share Amount. (c) With respect to the representations made in this Section 3.3 and the corresponding Parts of the Company Disclosure Schedule, in each case, the number of shares outstanding or authorized, and the number of shares issuable under and exercise prices of each Acquired Corporation have Company Option and Company Warrant has been offered and issued in compliance in all material respects with all applicable securities Legal Requirementsadjusted to take into account the 1 for 10 reverse split (the “Reverse Split”) of the Company Common Stock which occurred on July 31, including the Securities Act and “blue sky” Legal Requirements2002. (d) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than Except as set forth in this Section 3.3Part 3.3(b) of the Company Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Company, in each case other than derivative securities not issued by an Acquired CorporationCorporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (e) Except as set forth in this Sections 3.3(aPart 3.3(e) and 3.3(d), as of the Capitalization Date there are no issuedCompany Disclosure Schedule, reserved for issuanceall outstanding shares of Company Common Stock, outstanding options, warrants and other securities of the Acquired Corporations have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. Except as set forth in Part 3.3(e) of the Company Disclosure Schedule, all Company Options have been granted using the standard form of option agreement under their respective stock option plan or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporationthe standard form of agreement under the Stock Option Program. (f) Except as set forth in All of the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary each of the Company; (ii) outstanding subscriptions’s Subsidiaries have been duly authorized and validly issued, optionsare fully paid and nonassessable and free of preemptive rights, callswith no personal liability attaching to the ownership thereof, warrants or rights (whether or not currently exercisable) to acquire any shares and are owned beneficially and of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of record by the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities free and clear of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesEncumbrances. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares, of which 93,047,001 Shares had been issued and were outstanding as of the close of business on March 3, 2025 (the “Capitalization Date”); and (ii) 10,000,000 50,000,000 shares of Company Preferred Common Stock, of which no 14,846,090 shares were have been issued and are outstanding as of June 6, 2000. The Company has not repurchased any shares of its capital stock and does not hold any shares of its capital stock in its treasury, except for the Capitalization Daterepurchase of Common Stock from employees or consultants upon termination of their employment or consulting relationship with the Company. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From As of the Capitalization Date to the execution date of this Agreement, there are no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to Company Common Stock held by any of the other Acquired Corporation except for the issuance by Corporations. Except as set forth in Part 2.3(a)(i) of the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Disclosure Schedule: (i) none of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance first offer or any similar rightright created by the Company or imposed under applicable law with respect to capital stock of the Company; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are is no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock . None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsCommon Stock. (db) As of the close of business on the Capitalization DateJune 6, 2000: (i) 25,267,415 Shares were 2,190,456 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase shares of Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, Common Stock; (ii) 1,683,107 Shares were subject to issuance pursuant to 230,701 shares of Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were Common Stock are reserved for future issuance under pursuant to the Company's Employee Stock Purchase Plan (the "ESPP"); and (iii) 65,653 shares of Company Equity Plans, (iv) 1,462,435 Shares were Common Stock are reserved for future issuance under pursuant to the Company ESPP and Warrants. Part 2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) 37,313 Shares were subject the date on which such Company Option was granted; and (vi) the applicable vesting schedules (which applicable vesting schedule may be provided by means of a general description of the vesting schedules applicable to issuance upon exercise outstanding Company Options), and the extent to which such Company Option is vested and exercisable as of the date of this Agreement. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which the Company has ever granted stock options, the forms of all stock option agreements evidencing such options and the actual Change of Control Agreements with each employee of the Acquired Corporations who is a party to a Change of Control Agreement with the Acquired Corporations (the "Change of Control Agreements"). The Company has delivered to Parent accurate and complete copies of the Company WarrantWarrants. Other than The exercise price of each Company Warrant and each Company Option is set forth in Part 2.3(b) of the Company Disclosure Schedule. (c) Except as set forth in this Section 3.32.3(b), as of June 6, 2000, there are was no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.acquire

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares300,000,000 shares of Company Common Stock, of which 93,047,001 Shares had 144,904,648 shares have been issued and were are outstanding as of the close of business on March 3July 18, 2025 (the “Capitalization Date”)2008; and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock, of which no shares were outstanding have been issued or are outstanding. Except as set forth in Part 2.3(a)(i) of the Capitalization DateDisclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, There are no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to Company Common Stock held by any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date other Acquired Corporations. Except as set forth in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Part 2.3(a)(ii) of the Disclosure Schedule: (A) none of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (iiB) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (ivC) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts Common Stock or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirementssecurities. (db) As of the close of business on the Capitalization DateJuly 18, 2008: (i) 25,267,415 Shares were 31,003,590 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, Options; (ii) 1,683,107 Shares were subject 5,465,967 shares of Company Common Stock are reserved for future issuance pursuant to the Company ESPP; (iii) 2,231,000 shares of Company Common Stock are reserved for future issuance pursuant to Company RSUs Stock-Based Awards; and (iv) 13,830,646 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the . The Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP has Made Available to Parent a complete and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than as set accurate list that sets forth in this Section 3.3, there are no: (i) outstanding shares of capital stock of or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. each Company Equity Award outstanding as of July 9, 2008 the following information: (fA) Except the particular plan (if any) pursuant to which such Company Equity Award was granted; (B) the name of the holder of such Company Equity Award; (C) the number of shares of Company Common Stock subject to such Company Equity Award; (D) the per share exercise price (if any) of such Company Equity Award; (E) the date on which such Company Equity Award was granted; (F) the date on which such Company Equity Award expires; (G) if such Company Equity Award is a Company Option, whether such Company Option is an “incentive stock option” (as set forth defined in the last sentence Code) or a non-qualified stock option; (H) if such Company Equity Award is a Company Stock-Based Award, whether such Company Stock-Based Award is a restricted stock unit or a restricted stock award; and (I) if such Company Equity Award is a Company Stock-Based Award in the form of Section 3.3(a)restricted stock units, there are no: (i) outstanding the dates on which shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptionsCompany Common Stock are scheduled to be delivered, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived if different from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.applicable vesting

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Sharesfifty million (50,000,000) shares of Company Common Stock, of which 93,047,001 Shares had been issued and were outstanding as of the close of business on March 3, 2025 (the “Capitalization Date”)par value $0.01 per share; and (ii) 10,000,000 five million (5,000,000) shares of Preferred Stock, no par value per share. As of the date hereof, 9,573,254 shares of Company Preferred Stock, Common Stock have been issued and 9,509,028 shares of which Company Common Stock are outstanding and no shares were of the Company's Preferred Stock have been issued or are outstanding. Such shares of Company Common Stock constitute all of the issued and outstanding shares of capital stock of the Company as of the Capitalization Datedate hereof. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, There are no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to Company Common Stock held by any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awardsCompany's Subsidiaries. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are right or subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; Company and (iv) there is no Acquired Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsCommon Stock. (db) As of the close of business on the Capitalization Datedate hereof: (i) 25,267,415 Shares were 330,483 shares of Company Common Stock are subject to issuance pursuant to Company Options stock options granted and outstanding under the Company Equity Plans Company's 1996 Stock Incentive Plan; and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were 136,800 shares of Company Common Stock are subject to issuance pursuant to Company RSUs stock options granted and outstanding under the Company's Stock Option Plan of 2002 (and together with the Company's 1996 Stock Incentive Plan, the "COMPANY OPTION PLANS"). (Stock options granted by the Company Equity Plans, pursuant to the Company Option Plans are referred to collectively herein as "COMPANY OPTIONS.") Schedule 2.3(b) sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the Company Option Plan pursuant to which such Company Option was granted; (ii) the name of the holder of such Company Option; (iii) 5,723,800 Shares were reserved for future issuance under the number of shares of Company Equity Plans, Common Stock subject to such Company Option; (iv) 1,462,435 Shares were reserved for future issuance under the exercise price of such Company ESPP and Option; (v) 37,313 Shares were subject the date on which such Company Option was granted; (vi) the extent to issuance upon exercise which such Company Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company WarrantOption expires. Other than The Company has Delivered to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted Company Options, and the forms of all stock option agreements evidencing such options. The Company Option Plans constitute all stock option plans pursuant to which the Company has granted options to purchase shares of Company Common Stock. The payment to be made to the holders of Company Options pursuant to the terms of this Agreement complies in all respects with the terms of the option agreement and Company Option Plan pursuant to which such holder (or such holder's predecessor) acquired such Company Options. Upon payment of such amounts to such holders, the Company shall have no further liability or obligation of any kind to any such holders in respect of any Company Options. (c) Except as set forth in this Section 3.3Sections 2.3(a) or 2.3(b), there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock equity interests or other securities of any of the Company, in each case other than derivative securities not issued by an Acquired CorporationCompanies; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock equity interests or other securities of any of the CompanyAcquired Companies; or (iviii) rights agreement, stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”"POISON PILL") or Contracts Contract under which any of the Company Acquired Companies is or may become obligated to sell or otherwise issue any shares of its capital stock equity interests or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d), as condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; Companies (iii(i) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or through (iv) stockholder rights plans collectively, "STOCK RIGHTS"). (or similar plans commonly referred to as a “poison pill”d) or Contracts under which any All outstanding shares of Company Common Stock, all outstanding Company Options and all outstanding equity interests of each Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in any Contracts relating to Parent. (h) Since September 30, 2024 , such Company Options. All of the outstanding equity interests of the Company's Subsidiaries that are owned by the Company has not declaredhave been duly authorized and are validly issued, authorized are fully paid and nonassessable and are owned directly or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among indirectly by the Company’s wholly owned Subsidiaries, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares235,000,000 shares of Company Common Stock, $0.001 par value per share, of which 93,047,001 Shares had been 104,801,264 shares are issued and were 101,535,580 shares are outstanding as of the close of business on March 3, 2025 (the “Capitalization Reference Date”); and (ii) 10,000,000 5,000,000 shares of the Company’s preferred stock, $0.001 par value per share (the “Company Preferred Stock”), consisting of (A) 2,709,300 shares of Series A Non-Voting Convertible Preferred Stock, none of which are outstanding as of the close of business on the Reference Date, (B) 5,000 shares of Series B Convertible Preferred Stock, par value $0.001 per share, none of which are outstanding as of the closing of business on the Reference Date and (C) 2,285,700 undesignated and unissued shares of Company Preferred Stock, of which no shares were outstanding as of the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations Shares are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Shares is subject to any right of first refusal in favor of any Acquired Corporationthe Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of any Acquired Corporation Company having a right to vote on any matters on which the stockholders of the Acquired Corporations Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired CorporationsShares. No Acquired Corporation The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired CorporationsShares or other securities. The Shares constitute Company Common Stock constitutes the only outstanding class of securities of the Company Acquired Companies registered under the Securities Act. There Other than the Support Agreements, there are no Contracts (including any voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge trusts) with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsShares. (dc) As of the close of business on the Capitalization Reference Date: (i) 25,267,415 14,230,910 Shares were are subject to issuance pursuant to outstanding Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, Options; (ii) 1,683,107 1,223,900 Shares were are subject to issuance pursuant to or otherwise deliverable in connection with outstanding time-vested Company RSUs granted and outstanding under the Company Equity Plans, RSUs; (iii) 5,723,800 0 Shares were are subject to or otherwise deliverable in connection with outstanding performance-based Company RSUs, assuming a target level of performance under such performance-based Company RSUs; (iv) 2,255,934 Shares are reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP Plan; and (v) 37,313 2,051,033 Shares were subject to are reserved for future issuance upon exercise of the Company Warrants. Section 4.4(c) of the Company Disclosure Schedule contains a true, correct and complete list, as of the close of business on the Reference Date, of (A) the name of each holder of Company Options, Company RSUs or Company Warrants, (B) the number of Shares subject to each such outstanding Company Option, Company RSU or Company Warrant, (C) the vesting schedule of each such Company Option and Company RSU, (D) the grant date of each such Company Option and Company RSU, and (E) the per share exercise price and expiration date of each such Company Option and Company Warrant. The Company has delivered or made available to Parent or Parent’s Representatives copies of the Company Equity Plan covering the Company Stock Awards outstanding as of the Agreement Date, the forms of all agreements evidencing such Company Stock Awards, and each Contract governing the terms of each outstanding Company Warrant. Each Company Stock Award that is outstanding as of the Agreement Date has been made in accordance with applicable Law and the Company Equity Plan, in each case, in all material respects. Other than as set forth in this Section 3.34.4(c) and Section 4.4(b), there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Acquired Companies. (d) Except as set forth in Section 4.4(d) of the Company Disclosure Schedule, as of the Reference Date, there are no: no (i) outstanding shares of capital stock of stock, or other securities of the equity interest in, any Acquired Company; , (ii) outstanding subscriptions, options, calls, warrants warrants, rights or rights obligations (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right rights or obligations that is are linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock of, ordinary shares of, other equity interests in or other securities of the any Acquired Company, in each case other than derivative securities not issued by an Acquired Corporation; and (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock of, ordinary shares of, other equity interests in or other securities of the any Acquired Company; or (iv) . There is no stockholder rights plans (or similar plans commonly referred to as a plan, “poison pill”) ,” anti-takeover plan or Contracts under other similar device in effect to which the Company is a party or may become obligated to sell or by which it is otherwise issue any shares of its capital stock or any other securitiesbound. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as All of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other voting securities of any of, or ownership interests in, each Subsidiary of the Company has been duly authorized, validly issued, is fully paid and nonassessable, was issued in accordance with applicable Law, is not subject to or issued in violation of any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance, right of first refusal or any similar right, and is owned by the Company, in each case directly or indirectly, beneficially and of record, free and clear of all Encumbrances and any other than derivative securities not issued by an Acquired Corporation; restriction (iii) outstanding securitiesincluding any restriction on the right to vote, instruments, bonds, debentures, notes sell or obligations that are or may become convertible into or exchangeable for any shares otherwise dispose of the such capital stock or other voting securities or ownership interests), except for such Encumbrances and restrictions of any Subsidiary of general applicability as may be provided under the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company Securities Act or other applicable securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiarieslaws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares100,000,000 shares of Company Common Stock, of which 93,047,001 Shares had 50,320,366 shares have been issued and were are outstanding as of the close of business on March 3, 2025 (the “Capitalization Reference Date”); and (ii) 10,000,000 shares of Company Preferred Stockthe Company’s preferred stock, $0.001 par value per share, of which no shares were outstanding as of the Capitalization Datehave been issued or are outstanding. All of the outstanding Shares have been duly authorized and validly issued, issued and are fully paid and nonassessable. From Section 4.4(a) of the Capitalization Date to Company Disclosure Schedule sets forth the execution of this Agreement, no Acquired Corporation has issued any shares of authorized and outstanding capital stock (or stock option, stock appreciation, phantom stock, profit participation other equity interests) of each Subsidiary held directly or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance indirectly by the Company and the total of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were such outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs capital stock (or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessableinterests). (i) None of the outstanding shares of capital stock of the Acquired Corporations Shares are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Shares is subject to any right of first refusal in favor of any Acquired Corporationthe Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of any Acquired Corporation Company having a right to vote on any matters on which the stockholders of the Acquired Corporations Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of Shares. Other than with respect to the Acquired Corporations. No Acquired Corporation Company Convertible Notes, the Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired CorporationsShares or other securities. The Shares constitute Company Common Stock constitutes the only outstanding class of securities of the Company Acquired Companies registered under the Securities Act. There Other than the Support Agreements, there are no Contracts (including any voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge trusts) with respect to the voting of any shares Shares. (c) As of the capital stock close of business on the Reference Date: (i) 4,298,103 Shares are subject to issuance pursuant to outstanding Company Options; (ii) 1,976,567 Shares are subject to or otherwise deliverable in connection with outstanding time-vested Company RSUs; (iii) 238,325 Shares are subject to or otherwise deliverable in connection with outstanding performance-based Company RSUs, assuming a target level of performance under such performance-based Company RSUs; (iv) 108,062 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (based on the fair market value (within the meaning of the Acquired Corporations. All outstanding Company ESPP) of a Share on the Reference Date); (v) 4,725,955 Shares are reserved for future issuance under the Company Equity Plan; (vi) 1,717,900 Shares are reserved for future issuance under the Company ESPP, and shares (vii) 7,514,937 Shares are reserved for future issuance upon conversion of the capital stock or other equity securities Company Convertible Notes. Section 4.4(c) of the Company Disclosure Schedule contains a true, correct and complete list, as of the close of business on the Reference Date, of (A) the name of each Acquired Corporation have holder of Company Options or Company RSUs, (B) the number of Shares subject to each such outstanding Company Option and Company RSU, (C) the vesting schedule of each such Company Option and Company RSU, (D) the grant date of each such Company Option and Company RSU, and (E) the per share exercise price and expiration date of each such Company Option. The Company has delivered or made available to Parent or Parent’s Representatives copies of the Company Equity Plan and Company Prior Plan covering the Company Stock Awards outstanding as of the Agreement Date and the forms of all agreements evidencing such Company Stock Awards. Each Company Stock Award that is outstanding as of the Agreement Date has been offered made in accordance with applicable Law and issued the Company Equity Plan and Company Prior Plan, as applicable, in compliance each case, in all material respects respects. Other than as set forth in this Section 4.4(c) and Section 4.4(b), there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with all applicable securities Legal Requirements, including respect to the Securities Act and “blue sky” Legal RequirementsAcquired Companies. (d) As of the close of business on the Capitalization Reference Date: , there was $201,250,000 aggregate principal amount of the Company Convertible Notes. As of the close of business on the Reference Date, assuming that the Closing had taken place on such date (iand for hypothetical purposes assuming that the trading price of the Shares during the five (5) 25,267,415 Shares were subject trading days prior to issuance pursuant the Closing is equal to $6.11 per Share on each such trading day), the Conversion Rate (as defined in the Indenture) for the Company Options granted and Convertible Notes would have been equal to 37.3413 shares of Company Common Stock per $1,000 of outstanding principal amount. Other than the Transactions, there has been no event, condition or development that has resulted in an adjustment to the Conversion Rate under the Company Equity Plans and pursuant to inducement grants made outside the Convertible Notes. (e) Except for shares of Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were Common Stock reserved for future issuance under the Company Equity PlansESPP, (iv) 1,462,435 Shares were reserved for future issuance the outstanding purchase rights under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than or as set forth in this Section 3.34.4(e) of the Company Disclosure Schedule, as of the Reference Date, there are no: no (i) outstanding shares of capital stock of stock, or other securities of the equity interest in, any Acquired Company; , (ii) outstanding subscriptions, options, calls, warrants warrants, rights or rights obligations (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right rights or obligations that is are linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock of, ordinary shares of, other equity interests in or other securities of the any Acquired Company, in each case other than derivative securities not issued by an Acquired Corporation; and (iii) other than with respect to the Company Convertible Notes, outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock of, ordinary shares of, other equity interests in or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired CorporationCompany. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary All of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other voting securities of any of, or ownership interests in, each Subsidiary of the Company has been duly authorized, validly issued, is fully paid and nonassessable, was issued in accordance with applicable Law, is not subject to or issued in violation of any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance, right of first refusal or any similar right, and is owned by the Company, in each case directly or indirectly, beneficially and of record, free and clear of all Encumbrances and any other than derivative securities not issued by an Acquired Corporation; restriction (iii) outstanding securitiesincluding any restriction on the right to vote, instruments, bonds, debentures, notes sell or obligations that are or may become convertible into or exchangeable for any shares otherwise dispose of the such capital stock or other voting securities or ownership interests), except for such Encumbrances and restrictions of any Subsidiary of general applicability as may be provided under the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company Securities Act or other applicable securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiarieslaws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares20,000,000 shares of Company Common Stock, of which 93,047,001 Shares had 7,908,022 shares have been issued and were are outstanding as of the close date of business on March 3, 2025 (the “Capitalization Date”)this Agreement; and (ii) 10,000,000 1,000,000 shares of Company Preferred Stock, $.10 par value per share, of which no shares were outstanding have been issued or are outstanding. Except as set forth in Part 3.3(a)(i) of the Capitalization DateCompany Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, There are no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to Company Common Stock held by any of the other Acquired Corporation except for the issuance by Corporations. Except as set forth in Part 3.3(a)(ii) of the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Disclosure Schedule: (i) none of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are is no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsCommon Stock. (db) As of the close date of business on the Capitalization Datethis Agreement: (i) 25,267,415 Shares were 0 shares of Company Common Stock are subject to issuance pursuant to Company Options stock options granted and outstanding under the Company Company's Director Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, Compensation Plan; (ii) 1,683,107 Shares were 350,500 shares of Company Common Stock are subject to issuance pursuant to Company RSUs stock options granted and outstanding under the Company Equity Plans, Company's 1998 Stock Incentive Plan; (iii) 5,723,800 Shares were 66,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1986 Stock Option Plan; (iv) 92,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1991 Stock Option Plan; and (v) 354,172 shares of Company Common Stock are reserved for future issuance under pursuant to the Company's 2002 Employee Stock Purchase Plan (the "ESPP"). Part 3.3(b) of the Company Equity Plans, Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) 1,462,435 Shares were reserved for future issuance under the exercise price of such Company ESPP and Option; (v) 37,313 Shares were subject the date on which such Company Option was granted; (vi) the applicable vesting schedule, and the extent to issuance upon exercise which such Company Option is vested and exercisable as of the date of this Agreement; (vii) whether the vesting and/or exercisability of such Company WarrantOption shall accelerate in connection with the transactions contemplated by this Agreement; and (viii) the date on which such Company Option expires. Other than The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which any of the Acquired Corporations has ever granted stock options, and the forms of all stock option agreements evidencing such options. (c) Except as set forth in this Section 3.3Part 3.3(b) of the Company Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Company, in each case other than derivative securities not issued by an Acquired CorporationCorporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “"poison pill”") or Contracts Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d), as condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesCorporations. (gd) All outstanding shares of Company WarrantsCommon Stock, Company Options options, warrants and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any Acquired Corporations have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) All of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among outstanding shares of capital stock of each of the Company’s wholly 's Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned Subsidiariesbeneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The As of March 23, 2012, the authorized capital stock of the Company consists of: (i) 200,000,000 Shares150,000,000 shares of Company Common Stock, of which 93,047,001 Shares had 90,405,097 shares have been issued and were outstanding as of the close of business on March 3, 2025 (the “Capitalization Date”)are outstanding; and (ii) 10,000,000 15,000,000 shares of Company Preferred Stock (1,000,000 of which have been designated as Series A Junior Participating Preferred Stock), of which no shares were outstanding have been issued or are outstanding. The Company holds 1,299,248 shares of its capital stock in its treasury as of the Capitalization Datedate of this Agreement. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From None of the Capitalization Date to Opnext Corporations (other than the execution of this Agreement, no Acquired Corporation has issued Company) holds any shares of capital stock Company Common Stock or stock option, stock appreciation, phantom stock, profit participation or similar any rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement acquire shares of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired CorporationCommon Stock. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, except that the Company Restricted Stock is subject to forfeiture or a right of repurchase in favor of the Company; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders except as set forth in Part 2.3(b)(iii) of the Acquired Corporations have a right to vote; and (iv) Company Disclosure Schedule, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock or any securities of any Significant Subsidiary of any of the Acquired Opnext Corporations. No Acquired Corporation None of the Opnext Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Company Common Stock or other securities. (c) As of March 23, 2012, 1,000,000 shares of Company Preferred Stock, designated as Series A Junior Participating Preferred Stock, are reserved for future issuance upon exercise of the Acquired Corporations. The Shares constitute rights (the only outstanding class “Rights”) issued pursuant to the Rights Agreement, dated as of securities of June 18, 2009, between the Company registered under and American Stock Transfer & Trust Company, LLC (the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the “Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsRights Agreement”). (d) As of the close of business on the Capitalization DateMarch 23, 2012: (i) 25,267,415 Shares were 10,494,768 shares of Company Common Stock are subject to issuance pursuant to Company Options Options; (ii) 596,024 shares of Company Common Stock are reserved for future issuance pursuant to Company RSUs; (iii) 470,610 shares of Company Common Stock are reserved for future settlement of Company SARS; and (iv) 15,264,369 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted and outstanding under the Company Equity Plans Plan. (e) Part 2.3(e) of the Company Disclosure Schedule contains a complete and accurate list that sets forth with respect to each Company Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to inducement grants made outside the which such Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, Award was granted; (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the name of the holder of such Company Equity Plans, Award and the location of his/her residence; (iii) 5,723,800 Shares were reserved for future issuance under the number of shares of Company Common Stock subject to such Company Equity Plans, Award; (iv) 1,462,435 Shares were reserved for future issuance under the per share exercise price (if any) of such Company ESPP and Equity Award; (v) 37,313 Shares the applicable vesting schedule, and the extent to which such Company Equity Award is vested and exercisable, if applicable; (vi) the date on which such Company Equity Award was granted; (vii) the date on which such Company Equity Award expires; (viii) if such Company Equity Award is a Company Option, whether such Company Option is intended to qualify as an “incentive stock option” (as defined in the Code) or a non-qualified stock option; (ix) if such Company Equity Award is in the form of Company RSU, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule; and (x) if such Company Equity Award is a Company SAR, whether such Company SAR is to be settled in cash or in shares of Company Common Stock. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were subject granted by the Company, and the forms of all Company Equity Award agreements evidencing such Company Equity Awards. The exercise price per share of each Company Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option pursuant to issuance upon exercise the equity plan pursuant to which such Company Option was granted. All grants of Company Equity Awards were recorded on the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents (as defined in Section 2.4(a)) in accordance with GAAP and, to the Knowledge of the Company Warrant. Other than Company, no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). (f) Except as set forth in Sections 2.3(a), 2.3(c) or 2.3(d) or in Part 2.3(e) of the Company Disclosure Schedule, as of the date of this Section 3.3Agreement, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired CorporationOpnext Corporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the CompanyOpnext Corporations; (iii) outstanding or authorized stock appreciation rights, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Opnext Corporations; or (iv) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any Subsidiary of the Company Opnext Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All outstanding shares of Company WarrantsCommon Stock, Company Options and Company RSUs are evidenced by award agreements substantially in all options and other securities of the forms that Opnext Corporations, have been provided to Parentissued and granted in compliance in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (h) Since September 30, 2024 , All of the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on outstanding shares of the capital stock of each of the Company or Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights. All of the outstanding shares and all other securities of the Company or any each of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly Subsidiaries are owned Subsidiariesbeneficially and of record by the Company (except with respect to those Company Subsidiaries organized under the laws of foreign jurisdictions where shares of capital stock are required under applicable Legal Requirements to be held by one or more directors, employees or agents of such Subsidiary, in each case as disclosed in Part 2.3(h) of the Company Disclosure Schedule), free and clear of any Encumbrances (other than restrictions on transfer imposed by applicable securities laws).

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Sharesshares of Company Common Stock, of which 93,047,001 Shares (A) 26,266,494 shares of Company Common Stock had been issued and were outstanding as of the close of business on March 316, 2025 2012 (the “Capitalization Date”)) and (B) 672,608 shares of Company Common Stock were held by the Company in its treasury as of the Capitalization Date; and (ii) 10,000,000 shares of Company Preferred Stock, of which 500,000 shares have been designated as Series A Junior Participating Preferred Stock and of which no shares were are outstanding as or are held by the Company in its treasury. (b) As of the Capitalization Date: (i) 74,396 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options; (ii) 787,177 shares of Company Common Stock are subject to issuance pursuant to outstanding Company RSUs; (iii) 1,335,905 shares of Company Common Stock are reserved for future issuance pursuant to the Company Equity Plans; (iv) 283,298 shares of Company Common Stock are reserved for future issuance pursuant to the Company ESPP; and (v) 500,000 shares of Company Preferred Stock are reserved for future issuance pursuant to the Amended and Restated Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, dated as of August 3, 2009, as amended (the “Rights Agreement”). The Company has delivered or made available to Parent or its counsel copies of the Company ESPP, the Company Equity Plans and the forms of stock option and restricted stock unit agreements evidencing the Company Options and Company RSUs. (c) All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenonassessable and free of preemptive rights. From Except for options, rights, securities, agreements, instruments, obligations and plans referred to in Section 2.3(b), including the Capitalization Date to Rights under, and as such term is defined in, the execution Rights Agreement, as of the date of this Agreement, except for changes since the close of business on the Capitalization Date resulting from the exercise of Company Options, there are no Acquired Corporation has issued any shares of capital stock or stock other voting securities or equity interests of the Company and there is no: (i) outstanding subscription, option, stock appreciationcall, phantom stock, profit participation warrant or similar rights or equity-based awards with respect right to acquire any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired Corporations. No Acquired Corporation is under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements. (d) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than as set forth in this Section 3.3, there are no: (i) outstanding shares of capital stock of or other securities Subsidiary of the Company; (ii) outstanding subscriptionsstock appreciation right, optionsredemption right, callsrepurchase right, warrants “phantom” stock right, performance units, interest in or rights (whether right to the ownership or not currently exercisable) to acquire any shares earnings of the capital stock, restricted stock unit, stockCompany or any of its Subsidiaries or other equity equivalent or equity-based performance unit awards or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporationrights; (iii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation of the Company or any Subsidiary of the Company that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities equity security of the Company or any Subsidiary of the Company; or (iv) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other equity securities. (ed) Except as set forth in this Sections 3.3(aSection 2.3(d) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set Company Disclosure Schedule sets forth in the last sentence a true and complete list of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any each Subsidiary of the Company; (ii) outstanding subscriptions, optionsincluding its jurisdiction of formation. Except for the capital stock of, callsor other equity or voting interests in, warrants its Subsidiaries, the Company does not own, directly or rights (whether indirectly, any equity, membership interest, partnership interest, joint venture interest or not currently exercisable) to acquire other equity or voting interest in, or any shares interest convertible into, exercisable or exchangeable for any of the capital stockforegoing, restricted stock unit, stock-based performance unit nor is it or any of its Subsidiaries under any obligation to form or participate in, provide funds to or make any loan, capital contribution, guarantee, credit enhancement or other right that is linked to, or the value of which is investment in any way based on or derived from Person. All of the value of any outstanding shares of capital stock or other securities equity interests of any each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are wholly owned beneficially and of record by the Company or a Subsidiary of the Company, in each case other than derivative securities free and clear of any encumbrances. (e) The Company does not issued by an Acquired Corporation; (iii) have outstanding securities, instruments, any bonds, debentures, notes or other obligations that are the holders of which have the right to vote (or may become convertible into or exchangeable exercisable for any shares of securities having the capital stock or other securities of any Subsidiary of right to vote) with the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary stockholders of the Company is or may become obligated to sell or otherwise issue on any shares of its capital stock or any other securitiesmatter. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 500,000,000 Shares, of which 93,047,001 18,821,231 Shares had been issued and were outstanding as of the close of business on March 3September 15, 2025 2016 (the “Capitalization Date”); and (ii) 10,000,000 1,000,000 shares of Company Preferred Stock, of which no shares were outstanding as have been issued or are outstanding. As of the close of business on the Capitalization Date, no Shares were held by the Company in its treasury. All of the outstanding Shares have been duly authorized and validly issuedbeen, and are fully paid all Shares reserved for issuance in connection with Company Options and nonassessable. From the Capitalization Date to the execution of this AgreementCompany Warrants will be, no Acquired Corporation has when issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their respective terms, and no Acquired Corporation has issued any Company Optionsduly authorized, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessablenonassessable and not subject to preemptive rights. (i) None of the outstanding shares of capital stock of the Acquired Corporations Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations Company are subject to any right of first refusal in favor of any Acquired Corporationthe Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation the Company having a right to vote on any matters on which the stockholders of the Acquired Corporations Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired CorporationsCompany. No Acquired Corporation The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other securities of the Acquired CorporationsCompany. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements. (dc) As of the close of business on the Capitalization Date: (i) 25,267,415 3,307,554 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have (at an aggregate of a weighted weighted-average exercise price of $3.8311.96 per Share), (ii) 1,683,107 52,822 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity PlansWarrants (at an aggregate of a weighted-average exercise price of $12.07 per Share), and (iii) 5,723,800 1,110,773 Shares were reserved for future issuance under Company Equity Plans. As of the close of business on September 15, 2016, the weighted average exercise price of the Company Options outstanding as of that date was $11.96. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, restricted shares, stock appreciation, performance shares or units, contingent value rights, phantom stock, profit participation, warrant or similar rights or equity-based awards with respect to the Company. Section 3.3(c)(i) of the Company Disclosure Schedule sets forth a complete and accurate list of the following, on a holder-by-holder basis, for each outstanding Company Option as of the close of business on the Capitalization Date: (A) the name of the holder of the Company Option; (B) the number of Shares subject to the Company Option; (C) the Company Equity Plans, Plan under which the award was granted; (ivD) 1,462,435 Shares were reserved for future issuance under the date of grant of the Company ESPP Option; (E) the exercise price of the Company Option; (F) whether the Company Option is intended to be an incentive stock option; and (vG) 37,313 the expiration date of the Company Option. Section 3.3(c)(ii) of the Company Disclosure Schedule sets forth a complete and accurate list of the following, on a holder-by-holder basis, for each outstanding Company Warrant as of the close of business on the Capitalization Date: (A) the name of the holder of the Company Warrant; (B) the number of Shares were subject to the Company Warrant; (C) the date of issuance upon of the Company Warrant; (D) the exercise price of the Company Warrant; and (E) the expiration date of the Company Warrant. Other than The Company has provided to Parent complete and accurate copies of all Company Warrants. Between the Capitalization Date and the date of this Agreement, the Company has not granted any equity or equity-based award to any of the directors, employees or independent contractors of the Company. (d) Except as set forth in this Section 3.3, there are no: (i) outstanding shares of capital stock of or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporationthe Company; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. ; or (ev) Except as set forth in this Sections 3.3(a) and 3.3(d), as of voting trusts or other Contract to which the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards Company is a party with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares voting of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares50,000,000 shares of Company Common Stock, of which 93,047,001 Shares had 23,001,126 shares have been issued and were are outstanding as of the close date of business on March 3, 2025 (the “Capitalization Date”)this Agreement; and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock, of which no shares were outstanding are outstanding. Except as set forth in Part 3.3(a) of the Capitalization DateCompany Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution Except as set forth in Part 3.3(a) of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Disclosure Schedule: (i) none of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired CorporationsCompany Common Stock. No Acquired Corporation The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsCommon Stock. (db) As of the close date of business on the Capitalization Datethis Agreement: (i) 25,267,415 Shares were subject 500,000 shares of Company Preferred Stock, designated Series A Junior Participating Preferred Stock, are reserved for future issuance upon exercise of the rights (the "COMPANY RIGHTS") issued pursuant to the Rights Agreement; and (ii) 3,711,751 shares of Company Common Stock are reserved for future issuance pursuant to Company Options stock options granted and outstanding under the Company's 2000 Equity Incentive Plan (options to purchase shares of Company Equity Plans Common Stock are referred to in this Agreement as "COMPANY OPTIONS"); and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were 52,534 shares of Company Common Stock are reserved for future issuance under pursuant to outstanding warrants (the "COMPANY WARRANTS"). Part 3.3(b) of the Company Equity Plans, Disclosure Schedule sets forth the following information with respect to each Company Option and Company Warrant outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the optionee or warrantholder; (iii) the number of shares of Company Common Stock subject to such Company Option or Company Warrant; (iv) 1,462,435 Shares were reserved for future issuance under the exercise price of such Company ESPP and Option or Company Warrant; (v) 37,313 Shares were subject the date on which such Company Option or Company Warrant was granted; (vi) the applicable vesting schedule, and the extent to issuance upon exercise which such Company Option or Company Warrant is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Warrant. Other than Option or Company Warrant expires. (c) Except as set forth in this Section 3.3, Part 3.3(c) of the Company Disclosure Schedule there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “"poison pill”") or Contracts Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d), as condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (gd) All Company Warrantsoutstanding capital stock, Company Options options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) All of its Subsidiariesthe outstanding shares of capital stock of the corporations, other than dividends or distributions solely among if any, identified in Part 3.1(a) of the Company Disclosure Schedule have been duly authorized and its wholly are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned Subsidiaries or among beneficially and of record by the Company’s wholly owned Subsidiaries, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 110,000,000 Shares, of which 93,047,001 48,356,839 Shares had have been issued and were or are outstanding as of the close of business on March 3, 2025 (the “Capitalization Reference Date”); and (ii) 10,000,000 shares of Company Preferred Stock, none of which no shares were are issued or outstanding as of the Capitalization Dateclose of business on the day immediately preceding the date of this Agreement. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Shares is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; , (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Shares is subject to any right of first refusal in favor of any Acquired Corporation; the Company, (iii) there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of any Acquired Corporation the Company having a right to vote on any matters on which the stockholders of the Acquired Corporations Company have a right to vote; vote and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired CorporationsShares. No Acquired Corporation The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired CorporationsShares. The Shares constitute Company Common Stock constitutes the only outstanding class of securities of the Company Acquired Corporations registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirementslaws, including the Securities Act and “blue sky” Legal Requirementslaws. (dc) As of the close of business on the Capitalization Reference Date: (i) 25,267,415 5,025,163 Shares were are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which (ii) 635,165 Shares are issuable upon the settlement of Company Options have a RSU Awards, and (iii) 37,153 shares of Company Common Stock are estimated to be subject to outstanding purchase rights under the ESPP (assuming that the closing price per share of Company Common Stock as reported on the purchase date for the current offering period was equal to the Offer Price). As of the close of business on the Reference Date, the weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Options outstanding as of such date was $3.98 per Share. The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under Plans covering the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Options and Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise RSU Awards outstanding as of the date of this Agreement and the forms of agreements evidencing such Company WarrantOptions and Company RSU Awards. Other than as set forth in this Section 3.3(c) and Section 3.3(b), there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, performance stock award, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Company. No Company Option or Company RSU Award is subject to Section 409A of the Code. (d) Except as set forth in this Section 3.3, as of the close of business on the Reference Date, there are no: (i) outstanding shares of capital stock of stock, or other securities of equity interest in the CompanyAcquired Corporations; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unitunits, stock-based performance unit units or any other right rights that is are linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.

Capitalization, Etc. (a) The As of December 15, 1997, the authorized capital stock of the Company consists of: (i) 200,000,000 Shares50,000,000 shares of Common Stock, of which 93,047,001 Shares had 20,561,593 shares have been issued and were are outstanding as of the close date of business on March 3, 2025 (the “Capitalization Date”)this Agreement; and (ii) 10,000,000 15,000,000 shares of Company preferred stock, no par value, of which 2,631,579 shares have been designated Series A Preferred Stock, all of which have been issued and are outstanding, and of which 3,386,667 shares have been designated Series B Preferred Stock, of which no shares were are outstanding as of the Capitalization Datedate of this Agreement. All of the outstanding Shares shares of Common Stock and Series A Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by Except as set forth in the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Disclosure Schedule: (i) none of the outstanding shares of the capital stock Common Stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Series A Preferred Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Common Stock or Series A Preferred Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are is no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right contract to vote on any matters on which the stockholders Company is a party, or of which the Acquired Corporations have a right to vote; and (iv) there Company is no Contract aware, relating to the voting or registration of, or restricting any Person person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired Corporationsoutstanding Common Stock or Series A Preferred Stock. No Acquired Corporation The Company is under any obligation, or bound by any Contract pursuant to which it may become obligated, no obligation to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts Common Stock or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsSeries A Preferred Stock. (db) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than Except as set forth in this Section 3.3the Company Disclosure Schedule and as of December 15, 1997, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “"poison pill”") or Contracts Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares, of which 93,047,001 Shares had been issued 55,000,000 shares of Company Common Stock and were outstanding as of the close of business on March 3, 2025 (the “Capitalization Date”); and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock. The Company has not authorized any other class of capital stock other than the Company Common Stock and the Company Preferred Stock. As of October 21, 2003, 26,774,480 shares of which Company Common Stock have been issued and are outstanding and no shares were outstanding as of the Capitalization DateCompany Preferred Stock have been issued and are outstanding. No shares of Company Common Stock are held in the Company’s treasury or held by any of the Company’s Subsidiaries. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are right or subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are the Company. There is no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right Contract to vote on any matters on which the stockholders of Company is a party and, to the Acquired Corporations have a right to vote; and (iv) Company’s knowledge, there is no Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to)of, any shares of capital stock Company Common Stock other than the Company Voting Agreements. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital Company Common Stock. (b) As of October 21, 2003: (i) 600,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the 2003 Stock Option Plan, of which options to acquire 120,000 shares of Company Common Stock are outstanding; (ii) 3,500,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Acquired Corporations2001 Nonstatutory Stock Option Plan, of which options to acquire 2,332,027 shares of Company Common Stock are outstanding; (iii) 1,500,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the 2000 Stock Option Plan, of which options to acquire 1,405,993 shares of Company Common Stock are outstanding; and (iv) 9,100,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Restated 1990 Stock Option Plan, of which options to acquire 2,052,605 shares of Company Common Stock are outstanding. The Shares constitute Stock options granted by the only outstanding class of securities Company pursuant to the Company Stock Option Plans, as well as any stock options granted by Company outside of the Company registered under Stock Option Plans, are referred to collectively herein as “Company Options.” Schedule 2.3(b) of the Securities Act. There are no voting trusts or other Contracts Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of October 21, 2003: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option and the number of such shares that have been exercised; (iv) the current exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the extent to which such Company Option is vested and exercisable as of the date of this Agreement; (vii) the vesting schedule of such Company Option including any Acquired Corporation is party acceleration of vesting upon a change in control of the Company; (viii) the expiration date of the Company Option; and (ix) the period of time following termination of employment during which the Company Option may be exercised if not expired. The Company has delivered or made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has knowledge with respect to granted Company Options, and the voting forms of all stock option agreements evidencing such options. There have been no repricings of any shares Company Options through amendments, cancellation and reissuance or other means during the current or prior two calendar years. None of the capital stock Company Options have been granted in contemplation of the Acquired Corporations. All outstanding Shares and shares of Merger or the capital stock or other equity securities of each Acquired Corporation have been offered and issued transactions contemplated in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirementsthis Agreement. (dc) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than Except as set forth in this Section 3.32.3(a) or Section 2.3(b) above, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired CorporationCorporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the CompanyAcquired Corporations; or (iviii) rights agreement, stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”); or (iv) or Contracts Contract under which any Subsidiary of the Company is Acquired Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiessecurities (“Company Rights Agreements”) (items (i) through (iv) above, collectively, “Company Stock Rights”). (gd) All outstanding shares of Company WarrantsCommon Stock, all outstanding Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on all outstanding shares of the capital stock of the Company or other securities each Subsidiary of the Company or have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Company Common Stock, granting of Company Options and/or the issuance of shares of capital stock of any Company Subsidiary. All of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among outstanding shares of capital stock of each of the Company’s wholly Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and, except as required by Legal Requirements applicable to each of the Acquired Corporations which is formed or incorporated under the laws of a foreign jurisdiction, are owned beneficially and of record by the Company, free and clear of any Encumbrances. Schedule 2.3(d) sets forth all entities (other than Subsidiaries) in which any of the Acquired Corporations has any ownership interest and the amount of such interest.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares60,000,000 shares of Company Common Stock, of which 93,047,001 Shares had 34,791,879 shares have been issued and were are outstanding as of the close date of business on March 3, 2025 (the “Capitalization Date”)this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares were outstanding as of the Capitalization Datehave been issued or are outstanding. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From None of the Capitalization Date to Symyx Corporations (other than the execution of this Agreement, no Acquired Corporation has issued Company) holds any shares of capital stock Company Common Stock or stock option, stock appreciation, phantom stock, profit participation or similar any rights or equity-based awards with respect to any Acquired Corporation except for the issuance by acquire shares of Company Common Stock. (b) Except as set forth in Part 2.3(b) of the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Disclosure Schedule: (i) none of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Symyx Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of the Acquired Corporations. The Shares constitute the only outstanding class of securities Company Common Stock held by an employee of the Company registered under the Securities Act. There are no voting trusts upon termination of such employee’s employment or upon any other Contracts to which any Acquired Corporation is party or forfeiture of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirementsa vesting condition. (dc) As of the close date of business on the Capitalization Datethis Agreement: (i) 25,267,415 Shares were 3,655,668 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, Options; (ii) 1,683,107 Shares were subject 1,879,110 shares of Company Common Stock are reserved for future issuance pursuant to the 1999 Employee Stock Purchase Plan (the “Company ESPP”); (iii) 300,675 shares of Company Common Stock are reserved for future issuance pursuant to Company RSUs granted RSUs; and outstanding under the (iv) 6,039,772 shares of Company Equity Plans, (iii) 5,723,800 Shares were Common Stock are reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Option Plans. (d) The Company has Made Available to Parent a complete and accurate list that sets forth with respect to each Company Equity PlansAward outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name of the holder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, a Company RSU, or another type of Company Equity Award); (iv) 1,462,435 Shares were reserved for future issuance under the number of shares of Company ESPP and Common Stock subject to such Company Equity Award; (v) 37,313 Shares the per share exercise price (if any) of such Company Equity Award; (vi) the applicable vesting schedule (including a description of any acceleration provisions), and the extent to which such Company Equity Award is vested and exercisable, if applicable; (vii) the date on which such Company Equity Award was granted; (viii) the date on which such Company Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option, whether such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company RSUs, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were subject granted by the Company, and the forms of all agreements evidencing such Company Equity Awards. The exercise price of each Company Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents (as defined in Section 2.4(a)) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to issuance upon exercise the effective date of grant (whether intentionally or otherwise). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Symyx Corporations. Each Company Equity Award was granted in accordance with the terms of the Company Warrant. Other than Employee Plan applicable thereto. (e) Except as set forth in this Section 3.3Sections 2.3(a) and 2.3(c), there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Company, in each case other than derivative securities not issued by an Acquired CorporationSymyx Corporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanySymyx Corporations; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any of the Company Symyx Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d), as condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; Symyx Corporations. (iiif) All outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or Company Common Stock, and all Company Equity Awards and other securities of any Subsidiary of the CompanySymyx Corporations, have been issued and granted in compliance with: (i) all applicable securities laws and other applicable Legal Requirements; or and (ivii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesall requirements set forth in applicable Contracts. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in of the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on outstanding shares of the capital stock of the Company or other securities each of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned Subsidiariesbeneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares, 10,000,000 shares of which 93,047,001 Shares had been issued Company Common Stock and were outstanding as of the close of business on March 3, 2025 (the “Capitalization Date”); and (ii) 10,000,000 2,000,000 shares of Company Preferred Stock. As of June 18, 2001, 2,748,957 shares of which Company Common Stock have been issued and are outstanding and no shares were outstanding as of the Capitalization DateCompany Preferred Stock have been issued and are outstanding. The Company has designated up to 10,000 shares of its Preferred Stock for issuance under its Rights Agreement. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, There are no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to Company Common Stock held by any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awardsCompany's Subsidiaries. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are right or subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are the Company. There is no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right Contract to vote on any matters on which the stockholders of Company is a party and, to the Acquired Corporations have a right to vote; and (iv) Company's knowledge, there is no Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital Company Common Stock. (b) As of June 18, 2001: (i) 48,500 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company 1985 Stock Option Plan, as amended, all of which have been granted and are outstanding; (ii) 453,665 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Acquired CorporationsCompany 1995 Stock Option Plan, of which options to acquire 394,185 shares of Company Common Stock are outstanding; and (iii) 147,645 shares of Company Common Stock remain available for purchase pursuant to the Employee Stock Purchase Plan and the Employee Stock Purchase Plan Offering, both effective as of July 1, 1997 (collectively referred to herein as the "COMPANY ESPP"). The Shares constitute (Stock options granted by the only outstanding class of securities Company pursuant to the Company Stock Option Plans, as well as any stock options granted outside of the Company registered under Stock Option Plans, are referred to collectively herein as "COMPANY OPTIONS.") Part 2.3(b) of the Securities Act. There are no voting trusts or other Contracts Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of June 18, 2001: (i) the particular plan pursuant to which any Acquired Corporation such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the extent to which such Company Option is party or vested and exercisable as of the date of this Agreement; and (vii) the vesting schedule of such Company Option. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which the Company has knowledge with respect to granted Company Options, and the voting forms of any shares of the capital all stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirementsoption agreements evidencing such options. (dc) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than Except as set forth in this Section 3.32.3(a) or (b) above, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Company, in each case other than derivative securities not issued by an Acquired CorporationCorporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iviii) rights agreement, stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”"POISON PILL") or Contracts Contract under which any of the Company is Acquired Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d), as condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; Corporations (iiiitems (i) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or through (iv) stockholder rights plans above, collectively, "COMPANY STOCK RIGHTS"). (or similar plans commonly referred to as a “poison pill”d) or Contracts under which any All outstanding shares of Company Common Stock, all outstanding Company Options and all outstanding shares of capital stock of each Subsidiary of the Company is or may become obligated to sell or otherwise issue any have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. All of the outstanding shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities each of the Company or any Company's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and, except for directors' qualifying shares, are owned beneficially and of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among record by the Company’s wholly owned Subsidiaries, free and clear of any Encumbrances.

Capitalization, Etc. (a) The As of August 10, 2007, the authorized capital stock of the Company consists of: (i) 200,000,000 Sharesshares of Company Common Stock, of which 93,047,001 Shares had 52,368,714 shares have been issued and were outstanding as of the close of business on March 3, 2025 (the “Capitalization Date”)outstanding; and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock, of which no shares have been issued or were outstanding outstanding. The Company holds 100,000 shares of its capital stock in its treasury as of the Capitalization Datedate of this Agreement. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From Part 2.3(a) of the Capitalization Date to Company Disclosure Schedule specifies the execution number of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect Company Common Stock that are subject to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUsRSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company WarrantOption Plans. As of August 10, or purchase rights 2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired CorporationOption Plans. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (iA) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (iiB) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to voteCompany; and (ivC) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of Company Common Stock held by an employee of the Company upon termination of such employee’s employment. (c) Part 2.3(c) of the Company Disclosure Schedule accurately sets forth the following information with respect to each outstanding Company Option, Company RSA and Company PSA as of August 10, 2007: (A) the particular Company Option Plan (if any) pursuant to which such award was granted; (B) an employee number representing the award holder and, for those award holders whose principal work location is outside of the United States, the country in which the award holder works; (C) the number of shares of Company Common Stock subject to such award; (D) the exercise price of the Company Option and the purchase price of the Company RSA and, if applicable, the Company PSA; (E) the date on which such award was granted; (F) the applicable vesting schedule; (G) if applicable, the extent to which the Company Option is vested and exercisable; (H) if applicable, the date on which the Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or in part, as a result of the Mergers or any of the other Contemplated Transactions, alone or in combination with any termination of employment or other event. The Company has Made Available to Parent accurate and complete copies of: (I) each Company Option Plan; (II) each other stock plan pursuant to which any of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company Corporations has knowledge with respect ever granted stock awards to the voting of extent that any shares of the capital stock of the Acquired Corporations. All awards remain outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements. (d) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than as set forth in this Section 3.3, there are no: (i) outstanding shares of capital stock of or other securities of the Companythereunder; (iiIII) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted each stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.plan

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares110,000,000 shares of Company Common Stock, of which 93,047,001 Shares had been 27,457,621 shares were issued and were outstanding as of the close date of business on March 3, 2025 (the “Capitalization Date”)this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, $.001 par value per share, of which no shares were outstanding as of the Capitalization Datehave been issued or are outstanding. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, no Acquired Corporation has issued The Company does not hold any shares of its capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement in its treasury. There are no shares of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as Common Stock held by any of the Capitalization Date in accordance with their terms, and no other Acquired Corporation has issued any Company Options, Company RSUs or other equity based awardsCorporations. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bondsthe Company. Other than the Other Agreements, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Company Common Stock. Part 2.3(a)(iii) of the Acquired Corporations. The Shares constitute the only outstanding class of securities of Disclosure Schedule accurately and completely describes all repurchase rights held by the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to shares of Company Common Stock as of the voting date of this Agreement, and specifies which of those repurchase rights are currently exercisable. (b) Part 2.3(b) of the Disclosure Schedule accurately sets forth the number of shares of Company Common Stock owned (of record or beneficially) by each of the Specified Individuals and by each of the Specified Associates. No Specified Individual or Specified Associate has acquired or disposed of any shares of the capital stock Company Common Stock since January 1, 2000. No shares of Company Common Stock held by any of the Acquired CorporationsSpecified Individuals are subject to restricted stock purchase agreements. All outstanding Shares and Except as set forth in Part 2.3(a) or Part 2.3(b) of the Disclosure Schedule, no Specified Individual or Specified Associate directly or indirectly owns (of record or beneficially) any shares of the capital stock or other equity securities of any Acquired Corporation, or any option, warrant or other right (whether or not currently exercisable) to acquire (by purchase, exercise, conversion or otherwise) any shares of capital stock or other securities of any Acquired Corporation. Each of the Specified Individuals and each of the Specified Associates owns his, her or its shares of Company Common Stock free and clear of any Encumbrances. (c) As of the date of this Agreement: (i) 3,274,005 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 1998 Stock Option Plan (the “1998 Plan”); (ii) 3,417,550 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 2001 Stock Option Plan (the “2001 Plan”); (iii) 240,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 2001 Director Option Plan (the “2001 Director Plan” and, together with the 1998 Plan and the 2001 Plan, the “Option Plans”); (iv) no shares of Company Common Stock are reserved for future issuance pursuant to stock options not yet granted under the 1998 Plan; (v) 5,238,088 shares of Company Common Stock are reserved for future issuance pursuant to stock options not yet granted under the 2001 Plan; (vi) 326,407 shares of Company Common Stock are reserved for future issuance pursuant to stock options not yet granted under the 2001 Director Plan; and (vii) 3,966,750 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s 2001 Employee Stock Purchase Plan (the “ESPP”). (Options to purchase shares of Company Common Stock (whether granted by the Company pursuant to the Option Plans, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as “Company Options.”) Part 2.3(c) of the Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (A) the particular Option Plan (if any) pursuant to which such Company Option was granted; (B) the name of the optionee; (C) the number of shares of Company Common Stock subject to such Company Option; (D) the exercise price of such Company Option; (E) the date on which such Company Option was granted; (F) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; (G) the date on which such Company Option expires; (H) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (I) whether such Company Option is held by a Specified Associate. The Company has Made Available to Parent accurate and complete copies of all stock option plans pursuant to which any of the Acquired Corporation have been offered Corporations has ever granted stock options, and issued in compliance in the forms of all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirementsstock option agreements evidencing such options. (d) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than Except as set forth in Part 2.3(c) of the Disclosure Schedule and except for options granted after the date of this Agreement in accordance with Section 3.34.2(b)(ii) or rights under the ESPP to purchase shares of Company Common Stock, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Company, in each case other than derivative securities not issued by an Acquired CorporationCorporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions’s Knowledge, options, calls, warrants condition or rights (whether circumstance that has given rise to or not currently exercisable) provides a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesCorporations. (ge) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on outstanding shares of the capital stock of the Company or Common Stock, options, warrants and other securities of the Company or Acquired Corporations have been issued and granted in compliance with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (f) All of the shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company, free and clear of any of its SubsidiariesEncumbrances, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiariesrestrictions on transfer imposed by applicable securities laws.

Capitalization, Etc. (a) The entire authorized capital stock of the Company consists of: (i) 200,000,000 Shares250,000,000 shares of common stock, of which 93,047,001 Shares had been issued and were outstanding as of the close of business on March 3, 2025 (the “Capitalization Date”)$0.001 par value per share; and (ii) 10,000,000 116,000,000 shares of preferred stock, $0.001 par value per share, of which 41,200,000 shares have been designated as Series A Preferred Stock and 74,382,633 shares have been designated as Series B Preferred Stock. There are, as of the date of this Agreement: (i) 72,557,485 shares of Company Common Stock issued and outstanding; (ii) 37,026,730 shares of Series A Preferred Stock, Stock issued and outstanding and; (iii) 74,382,633 shares of which no shares were outstanding as of the Capitalization DateSeries B Preferred Stock issued and outstanding. All of the outstanding Shares shares of Company Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From As of the Capitalization Date to the execution date of this Agreement, there are no shares of Company Capital Stock held by any of the other Acquired Corporations. As of the date of this Agreement, and except as set forth in Part 2.3(a) of the Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Disclosure Schedule: (i) none of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Capital Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Capital Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are is no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Capital Stock. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, obligation or bound by any Contract contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of capital Company Capital Stock. (b) As of the date of this Agreement, 5,527,850 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's common stock option plans (the "Company Plans"), (stock options granted by the Company pursuant to the Company Plans are referred to in this Agreement as "Company Options") and 2,663 shares of Company Common Stock are reserved and available for future issuance pursuant to future grants of stock options. Part 2.3(b) of the Acquired CorporationsCorporation Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option; (iii) the exercise price of such Company Option; (iv) the date on which such Company Option was granted; (v) the applicable vesting schedule and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (vi) the date on which such Company Option expires. The Shares constitute the only outstanding class of securities Company has delivered to Parent an accurate and complete copy of the Company registered under Plans. (c) As of the Securities Actdate of this Agreement, 19,265,176 shares of Company Common Stock are reserved for future issuance pursuant to outstanding warrants to purchase Company Common Stock (the "Company Warrants"). There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the The Company has knowledge with respect delivered to the voting of any shares Parent an accurate and complete copy of the capital stock forms of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirementssuch warrants. (d) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than Except as set forth in Part 2.3(a), Part 2.3(b) and Part 2.3(c) of the Acquired Corporation Disclosure Schedule, as of the date of this Section 3.3, Agreement there are is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) granted by the Company to acquire any shares of capital stock of Company Capital Stock or other securities of the Company; (ii) outstanding subscriptionssecurity, options, calls, warrants instrument or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right obligation that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock Company Capital Stock or other securities of the Company; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “"poison pill”") or Contracts Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock (iv) Company Capital Stock or any other securities; or condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Capital Stock or other securities of the Company. (e) Except as set forth in this Sections 3.3(a) All outstanding shares of Company Capital Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) all outstanding shares of capital stock of or other securities of any Subsidiary each subsidiary of the Company; Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements and (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is all requirements set forth in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesapplicable Contracts. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.

Capitalization, Etc. (a) The authorized capital stock of the Company Parent consists of: (i) 200,000,000 Sharesshares of Parent Common Stock, of which 93,047,001 Shares had been 80,411,856 shares are issued and were outstanding as of the close of business on March 3, 2025 (the “Capitalization Reference Date”); and (ii) 10,000,000 shares of Company Parent Preferred Stock, of which no shares were of Parent Preferred Stock are issued or outstanding as of the Capitalization Reference Date. All of the outstanding Shares shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From None of the Capitalization Date to the execution of this Agreement, no Acquired Corporation has issued AcelRx Companies (other than Parent) holds any shares of capital stock Parent Common Stock or stock option, stock appreciation, phantom stock, profit participation or similar any rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding acquire shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired CorporationParent Common Stock. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Parent Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar rightright pursuant to the certificate of incorporation (or similar organizational document) or Contract to which any AcelRx Company or, to Parent’s knowledge, to which any stockholder of Parent, is a party; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Parent Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Parent; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Parent Common Stock. None of the Acquired Corporations. No Acquired Corporation AcelRx Companies is under any obligation, or bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Parent Common Stock or other securities, except for the Parent’s right to repurchase or reacquire restricted shares of Parent Common Stock held by an employee of the Acquired Corporations. The Shares constitute the only outstanding class Parent upon termination of securities such employee’s employment or upon any other forfeiture of a vesting condition. (c) As of the Company registered Reference Date: (i) 13,339,337 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 2,069,206 shares of Parent Common Stock are reserved for future issuance pursuant to the Parent ESPP; (iii) 1,131,469 shares of Parent Common Stock are subject to issuance upon the vesting of Parent RSUs; (iv) 4,037,524 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any Parent Option Plans; and (v) 176,679 shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsParent Common Stock are subject to issuance pursuant to Parent Warrants. (d) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than Except as set forth in this Section 3.3Sections 3.3(a) and 3.3(c), as of the Reference Date there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Company, in each case other than derivative securities not issued by an Acquired CorporationAcelRx Companies; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcelRx Companies; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any of the Company is AcelRx Companies are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as All outstanding shares of Parent Common Stock, and all options and other Parent Equity Awards and other securities of the AcelRx Companies, have been issued and granted in compliance in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporationapplicable Contracts. (f) Except as set forth in All of the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities each of the Parent’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Parent, free and clear of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its SubsidiariesEncumbrances, other than dividends or distributions solely among the Company restrictions under applicable securities laws and its wholly owned Subsidiaries or among the Company’s wholly owned SubsidiariesParent Permitted Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares278,000,000 shares of Company Common Stock, of which 93,047,001 113,684,064 Shares had have been issued and were are outstanding as of the close of business on March 3, 2025 (the “Capitalization Reference Date”); and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock, none of which no shares were are issued or outstanding as of the Capitalization close of business on the Reference Date. All of the outstanding Shares have been been, and all Shares issuable upon the exercise of outstanding Options or settlement of outstanding RSUs or PSUs will be, when issued, duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution nonassessable and free of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporationpreemptive rights. (b) All Except as set forth on Section 3.3(b) of the Company Disclosure Letter, (i) none of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; , (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Shares is subject to any right of first refusal in favor of any Acquired Corporation; the Company, (iii) there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of any Acquired Corporation the Company having a right to vote on any matters on which the stockholders of the Acquired Corporations Company have a right to vote; vote and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of Share. Other than the Acquired Corporations. No Acquired Corporation Capped Call Transactions, the Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired CorporationsShares. The Shares constitute Company Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements. (dc) As of the close of business on the Capitalization Reference Date: (i) 25,267,415 11,071,155 Shares were are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans; (ii) 5,260,653 Shares are subject to or otherwise deliverable in connection with outstanding RSUs under Company Equity Plans and pursuant a maximum of 2,066,983 Shares are subject to inducement grants made outside the or otherwise deliverable in connection with outstanding PSUs under Company Equity Plans; (iii) 80,000 Shares are estimated to be subject to outstanding purchase rights under the ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to the Offer Price and employee contributions continue until such purchase date at the levels in place as of the Reference Date); and (iv) 16,195,028 shares are reserved for issuance upon the possible conversion of the Convertible Notes (excluding any make-whole shares that may be issuable pursuant to the Convertible Note Indentures). The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering all Options, which RSUs and PSUs outstanding as of the Agreement Date and the forms of all award agreements evidencing such Options, RSUs and PSUs (and any award agreements that deviate from the form). There are outstanding (a) $40,208,000 aggregate principal amount of 2026 Convertible Notes (with a conversion rate as of the Agreement Date equal to 95.5338 Shares per thousand dollar principal amount, subject to adjustment as provided in the 2026 Convertible Notes Indenture), and (b) $225,000,000 aggregate principal amount of 2030 Convertible Notes (with a conversion rate as of the Agreement Date equal to 54.9058 Shares per thousand dollar principal amount, subject to adjustment as provided in the 2030 Convertible Notes Indenture). (d) Section 3.3(d) of the Company Options have Disclosure Letter sets forth a weighted average exercise price true and complete list as of $3.83the Reference Date of all Company Stock Awards, including (as applicable) (i) the participant identification number; (ii) 1,683,107 Shares were subject to issuance pursuant to the form of Company RSUs granted and outstanding under the Company Equity Plans, Stock Award held; (iii) 5,723,800 Shares were reserved for future issuance under the number of shares issuable upon exercise or settlement of such Company Equity PlansStock Award (with respect to PSUs, at each of target and maximum performance), (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP exercise price and (v) 37,313 Shares were subject the applicable grant date or vesting date (and, solely with respect to issuance upon exercise Options, the expiration date). Each Company Stock Award, (x) was duly authorized no later than the date on which the grant of such Company Stock Award was by its terms to be effective (the “Grant Date”) by all necessary action and granted in compliance with all applicable Laws (including Section 409A of the Code) and the terms and conditions of the Company Warrant. Other than Equity Plan under which it was granted, (y) is evidenced by an award agreement, substantially in the forms made available to Parent, and (z) will not trigger any liability for the holder thereof under Section 409A of the Code. (e) Except as set forth in this Section 3.3, as of the close of business on the Reference Date, there are no: (i) outstanding shares of capital stock of stock, or other securities of the equity interests in any Acquired Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unitunits, stock-based performance unit units or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations rights that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Acquired Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Acquired Company; or (iv) stockholder rights plans (or similar plans plan commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Acquired Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.

Capitalization, Etc. (a) The As of March 23, 2012, the authorized capital stock of the Company Parent consists of: (i) 200,000,000 Shares90,000,000 shares of Parent Common Stock, of which 93,047,001 Shares had 51,482,419 shares have been issued and were outstanding as of the close of business on March 3, 2025 (the “Capitalization Date”)are outstanding; and (ii) 10,000,000 1,000,000 shares of Company Parent Preferred Stock, of which no shares were outstanding have been issued or are outstanding. Parent holds zero shares of its capital stock in its treasury as of the Capitalization Datedate of this Agreement. All of the outstanding Shares shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From None of the Capitalization Date to the execution of this Agreement, no Acquired Corporation has issued Oclaro Corporations (other than Parent) holds any shares of capital stock Parent Common Stock or stock option, stock appreciation, phantom stock, profit participation or similar any rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding acquire shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired CorporationParent Common Stock. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Parent Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right, except that the Parent Restricted Stock is subject to a right of repurchase in favor of Parent; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Parent Common Stock is subject to any right of first refusal in favor of any Acquired CorporationParent; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders except as set forth in Part 3.3(b)(iii) of the Acquired Corporations have a right to vote; and (iv) Parent Disclosure Schedule, there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Parent Common Stock or any securities of any Significant Subsidiary of any of the Acquired Oclaro Corporations. No Acquired Corporation None of the Oclaro Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Parent Common Stock or other securities. (c) As of March 23, 2012: (i) 3,472,433 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 1,700,000 shares of Parent Common Stock are reserved for future issuance pursuant to the Acquired Corporations. The Shares constitute the only outstanding class Parent ESPP; (iii) 175,411 shares of securities Parent Common Stock are reserved for future issuance pursuant to Parent RSUs; (iv) 200,000 shares of the Company registered Parent Common Stock are reserved for future issuances pursuant to Parent PSUs; and (v) 2,588,464 shares of Parent Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsParent Equity Plans. (d) As Part 3.3(d) of the close Parent Disclosure Schedule contains a complete and accurate list that sets forth with respect to each Parent Equity Award outstanding as of business on the Capitalization Datedate of this Agreement the following information: (i) 25,267,415 Shares were subject to issuance the particular plan (if any) pursuant to Company Options granted and outstanding under the Company which such Parent Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, Award was granted; (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted the name of the holder of such Parent Equity Award and outstanding under the Company Equity Plans, location of his/her residence; (iii) 5,723,800 Shares were reserved for future issuance under the Company number of shares of Parent Common Stock subject to such Parent Equity Plans, Award; (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and per share exercise price (if any) of such Parent Equity Award; (v) 37,313 Shares were subject the applicable vesting schedule, and the extent to issuance upon exercise which such Parent Equity Award is vested and exercisable, if applicable; (vi) the date on which such Parent Equity Award was granted; (vii) the date on which such Parent Equity Award expires; (viii) if such Parent Equity Award is a Parent Option, whether such Parent Option is intended to qualify as an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (ix) if such Parent Equity Award is in the form of a Parent RSU or a Parent PSU, the dates on which shares of Parent Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. Parent has Made Available to the Company Warrantaccurate and complete copies of all equity plans pursuant to which any outstanding Parent Equity Awards were granted by Parent, and the forms of all Parent Equity Award agreements evidencing such Parent Equity Awards. Other The exercise price per share of each Parent Option is not less than the fair market value of a share of Parent Common Stock as determined on the date of grant of such Parent Option pursuant to the equity plan pursuant to which such Parent Option was granted. All grants of Parent Equity Awards were recorded on Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Documents (as defined in Section 3.4(a)) in accordance with GAAP and, to the Knowledge of Parent, no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). (e) Except as set forth in Sections 3.3(a), 3.3(c) and 3.3(d), as of the date of this Section 3.3Agreement, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Company, in each case other than derivative securities not issued by an Acquired CorporationOclaro Corporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyOclaro Corporations; (iii) outstanding or authorized stock appreciation rights, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Oclaro Corporations; or (iv) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any of the Company Oclaro Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (ef) Except as set forth in this Sections 3.3(a) All outstanding shares of Parent Common Stock, and 3.3(d), as all options and other securities of the Capitalization Date there are no issuedOclaro Corporations, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth have been issued and granted in the last sentence of Section 3.3(a), there are nocompliance in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (g) All of the outstanding shares of capital stock of or each of Parent’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights. All of the outstanding shares and all other securities of any Subsidiary each of Parent’s Subsidiaries are owned beneficially and of record by Parent (except with respect to those Parent Subsidiaries organized under the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares laws of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any foreign jurisdictions where shares of capital stock are required under applicable Legal Requirements to be held by one or other securities more directors, employees or agents of any Subsidiary of the Companysuch Subsidiary, in each case as disclosed in Part 3.3(g) of the Parent Disclosure Schedule), free and clear of any Encumbrances (other than derivative restrictions on transfer imposed by applicable securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitieslaws). (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 18,000,000 Shares (including Company Restricted Shares), of which 93,047,001 11,509,269 Shares had been were issued and outstanding and no Shares were outstanding issued and held in the treasury of the Company, in each case, as of the close of business on March 3January 15, 2025 (the “Capitalization Date”)2015; and (ii) 10,000,000 1,000,000 shares of Company Preferred Stock, of which no shares were issued and outstanding (or held in treasury) as of the close of business on January 15, 2015. Between the close of business on January 15, 2015 and the date of this Agreement, the Company has not issued shares of capital stock or other securities of the Company, other than upon the exercise of Company Options or the vesting or settlement of Company Stock Awards, in each case, outstanding as of the Capitalization Dateclose of business on January 15, 2015, pursuant to the terms of such Company Options or Company Stock Award. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All Except as set forth in Part 3.3(b) of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. Company Disclosure Schedule: (i) None none of the outstanding shares of capital stock of the Acquired Corporations are Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Shares is subject to any right of first refusal in favor of any Acquired Corporationthe Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any the Acquired Corporation Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Acquired Corporations Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Shares. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares or other Company securities. (c) As of the date of this Agreement, the Company has no shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirementsreserved for issuance, including the Securities Act and “blue sky” Legal Requirements. (d) As of the close of business on the Capitalization Date: except for (i) 25,267,415 530,915 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, and (ii) 1,683,107 175,000 shares of Series B Preferred Stock subject to issuance upon the exercise of rights issued pursuant to the Shareholder Rights Plan and (iii) an indeterminate number of Shares were subject to issuance pursuant to the ESPP as of February 28, 2015, the end of the current offer period under the ESPP. The Company RSUs has made available to Parent or Parent’s Representatives in the Data Room prior to the date of this Agreement true and complete copies of the ESPP and all Company Equity Plans covering the Company Options and Company Restricted Shares outstanding as of the date of this Agreement, the forms of all stock award agreements evidencing such Company Options and Company Restricted Shares (and any other stock award agreements to the extent there are material variations from the form of agreement). Each outstanding Company Option was granted in compliance in all material respects with all applicable Law and outstanding under all of the terms and conditions of the Company Equity PlansPlan pursuant to which it was issued. Part 3.3(c) of the Company Disclosure Schedule contains a correct and complete list of each outstanding Company Option and Company Stock Award as of the date of this Agreement, including the holder’s name, date of grant, exercise or purchase price (iii) 5,723,800 if applicable), number of Shares were reserved for future issuance under subject thereto, number of Shares subject thereto that have vested as of such date, vesting schedule, whether any Company Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), and the Company Equity PlansPlan under which such Company Option and Company Stock Award was granted. (d) All of the outstanding capital stock, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP ownership interests in and (v) 37,313 Shares were subject to issuance upon exercise other securities of each Subsidiary of the Company Warrant. Other than are duly authorized, validly issued, fully paid and nonassessable and, except as set forth in this Section 3.3Part 3.3(d) of the Company Disclosure Schedule, are owned, directly or indirectly, by the Company, free and clear of any Encumbrance. Except as set forth in Part 3.3(d) of the Company Disclosure Schedule, none of the Acquired Corporations owns any capital stock, ownership interests in or other securities of any Person, except for securities in another Acquired Corporation. (e) Except as set forth in Part 3.3(e) of the Company Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant, agreement, arrangement, commitment or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Companyfrom, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired CorporationCorporations; (iiiii) outstanding securitiessecurity, instrumentsinstrument, bondsbond, debenturesdebenture, notes note or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; Acquired Corporations or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any Subsidiary of the Company Acquired Corporations is or may become obligated to sell or otherwise issue issue, or register, any shares of its capital stock or any other securities. (g. Except as set forth in Part 3.3(e) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , of the Company has not declaredDisclosure Schedule and except for the Voting Agreements, authorized there are no stockholder agreements, voting trusts or paid other agreements or understandings to which any dividends Acquired Corporation is a party relating to the voting or distributions (including dividend equivalents) on disposition of any shares of the capital stock of the Company or other securities of any Acquired Corporation, or granting to any Person or group of Persons the Company right to elect, or to designate or nominate for election, a director to the Board of Directors (or similar governing body) of any of its Subsidiaries, other than Acquired Corporation. All dividends or distributions solely among on securities of the Company and its wholly owned Subsidiaries that have been declared on or among prior to the Company’s wholly owned Subsidiariesdate of this Agreement have been paid in full.

Capitalization, Etc. (a) The authorized capital stock As of the Company consists of: (i) 200,000,000 SharesApril 19, of which 93,047,001 Shares had been issued and were outstanding as of the close of business on March 3, 2025 2015 (the “Capitalization Date”); and (ii) 10,000,000 , the authorized capital stock of the Company consisted of 32,500,000 shares of Company Preferred Common Stock, of which 20,788,385 shares were issued and outstanding (including 85,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stock, par value $0.001 per share, of the Company, of which no shares were outstanding as issued or outstanding. As of the Capitalization Date: (i) no shares of Company Common Stock were held in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plans. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, There are no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to Company Common Stock held by any Acquired Corporation except for the issuance by of the Company Subsidiaries. Except as described in Part 3.4(a) of Shares pursuant to the exercise or settlement of Company OptionsDisclosure Schedule, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Agreement Date: (A) none of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations Common Stock are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance participation or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are right or subject to any right of first refusal in favor of any Acquired Corporationthe Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (ivB) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of Company Common Stock; and (C) the Acquired Corporations. No Acquired Corporation Company is not under any obligation, obligation or bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of Company Common Stock. From April 20, 2015 through the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which Agreement Date, each inclusive, the Company has knowledge not issued any shares of Company Common Stock except pursuant to the exercise of Company Options outstanding as of the Capitalization Date and the vesting of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization Date. (b) Part 3.4(b) of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock each such option or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements. (d) As of the close of business on the Capitalization Dateaward: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside name of the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, holder thereof; (ii) 1,683,107 Shares were the number of shares of Company Common Stock subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, such option or other award; (iii) 5,723,800 Shares were reserved for future the grant or issuance under the Company Equity Plans, date; (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP any applicable vesting schedule; and (v) 37,313 Shares were subject with respect to issuance upon each Company Option, (A) the exercise of price and (B) the Company Warrant. Other than expiration date. (c) Except as set forth in this Section 3.3Parts 3.4(a) or 3.4(b) of the Disclosure Schedule, as of the Agreement Date, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iviii) rights agreement, stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Company Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (ed) Except as set forth in this Sections 3.3(a) All outstanding shares of Company Common Stock, Company Options and 3.3(d), as other securities of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth Company have been issued and granted in the last sentence of Section 3.3(a), there are nocompliance with: (i) outstanding all applicable securities Laws and other applicable Laws; and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the shares of capital stock of or other securities of any Subsidiary the Company Subsidiaries identified as being held by the Company in Part 3.1(c) of the Company; (ii) outstanding subscriptionsDisclosure Schedule have been duly authorized and validly issued, optionsare fully paid and nonassessable and free of preemptive rights, calls, warrants and are owned beneficially and of record by the Company or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any a wholly owned Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities free and clear of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its SubsidiariesEncumbrances, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiariesrestrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares345,000,000 shares of Company Common Stock, of which 93,047,001 Shares had 270,000,000 shares have been designated Company Class A Common Stock, of which 47,168,505 shares are issued and were outstanding as of the close of business on March 3the Measurement Date, 2025 (the “Capitalization Date”)and of which 75,000,000 shares have been designated Company Class B Common Stock, none of which are issued or outstanding; and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock, none of which no shares were outstanding as of the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awardsoutstanding. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Shares is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; , (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Shares is subject to any right of first refusal in favor of any Acquired Corporation; the Company, (iii) there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of any Acquired Corporation Company having a right to vote on any matters on which the stockholders of the Acquired Corporations Company have a right to vote; vote and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Companies is under any obligation, or bound by nor is there any Company Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired CorporationsShares. The Shares constitute the only outstanding class of securities of any of the Company Acquired Companies registered under the Securities Act. There are no Company Contracts or, to the knowledge of the Company, voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired CorporationsShares. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal RequirementsLaws, including the Securities Act and “blue sky” Legal RequirementsLaws. (dc) As of the close of business on the Capitalization Measurement Date: (i) 25,267,415 5,242,287 Shares were are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than as set forth in this Section 3.3, there are no: (i) outstanding shares of capital stock of or other securities of the CompanyOptions; (ii) 501,371 Shares are subject to outstanding subscriptions, options, calls, warrants or rights RSUs (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based assuming applicable performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporationgoals are satisfied at “target” levels); (iii) 8,500 Shares are estimated to be subject to outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of purchase rights under the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.ESPP

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Sharesof 40,000,000 shares of Company Common Stock, of which, as of March 31, 2000, 10,482,963 shares (which 93,047,001 Shares had been amount does not materially differ from the amount issued and were outstanding as of the close date of business on this Agreement) have been issued and are outstanding. The Company does not have any shares of preferred stock authorized. As of March 331, 2025 (the “Capitalization Date”); and (ii) 10,000,000 2000, there were 88,363 shares of Company Preferred Stock, of which no shares were outstanding as of Common Stock available for purchase pursuant to the Capitalization DateCompany's Employee Stock Purchase Plan. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution As of this AgreementMarch 31, 2000, there were no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance Company Common Stock held in treasury by the Company and no shares of Shares pursuant to stock held in treasury by any of the exercise or settlement other Acquired Companies. Except as set forth in Part 2.3(a)(ii) of Company Options, Company RSUs, the Company WarrantDisclosure Letter, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All (i) none of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Acquired Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. Upon consummation of the Acquired Corporations. No Acquired Corporation is under Merger, (A) the shares of Parent Common Stock issued in exchange for any obligation, or bound by any shares of Company Common Stock that are subject to a Contract pursuant to which it may become obligated, the Company has the right to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of reacquire any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements. (d) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than as set forth in this Section 3.3, there are no: (i) outstanding shares of capital stock of or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.Common Stock will,

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 35,000,000 Shares, of which 93,047,001 19,683,903 Shares had been (including 714,289 Company Restricted Shares) were issued and were outstanding as of the close of business on March 3January 29, 2025 (the “Capitalization Date”)2016; and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares were issued and outstanding as of the Capitalization Dateclose of business on January 29, 2016. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equityfully-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (b) Except as set forth in the Company Charter Documents, (i) None none of the outstanding shares of capital stock of the Acquired Corporations Shares are entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations Shares are subject to any right of first refusal in favor of any Acquired Corporationthe Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation the Company or its Subsidiaries having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders shareholders of the Acquired Corporations Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares Shares. Neither the Company nor any of capital stock of the Acquired Corporations. No Acquired Corporation its Subsidiaries is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares or other Company securities. (c) As of January 29, 2016, the Company has no shares of capital stock of the Acquired Corporations. The reserved for issuance, except for 1,447,866 Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements. (d) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 12,010 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Plans and an additional 57,164 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon pursuant to Company Restricted Stock Awards with performance-based vesting. The Company has Made Available true and complete copies of all Company Equity Plans covering the Company Options, Company RSUs and Company Restricted Stock Awards outstanding as of the date hereof, and the forms of all award agreements evidencing such Company Options, Company RSUs and Company Restricted Stock Awards (and any other equity award agreements to the extent there are material variations from the form of agreement). Each Company Option, Company RSU and Company Restricted Stock Award was granted in compliance in all material respects with all Applicable Law and all of the terms and conditions of any Company Equity Plan pursuant to which it was issued. The exercise price of each Company Option is no less than the fair market value of a Share as determined on the date of grant of such Company Option. Part 3.2(c) of the Company WarrantDisclosure Schedule contains a correct and complete list of each outstanding Company Option, Company RSU and Company Restricted Stock Award as of January 29, 2016, including the holder’s name, date of grant, exercise or purchase price (if applicable), vesting schedule and the number of Shares subject thereto. (d) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully-paid and nonassessable and owned by the Company, free and clear of any material Encumbrance (except for Permitted Encumbrances). Other than as set forth Neither the Company nor any of its Subsidiaries owns any voting interest in this Section 3.3, there are any Person except for the voting interests in the Company and its Subsidiaries. (e) There is no: (i) outstanding shares of capital stock of subscription, option, call, warrant, agreement, arrangement, commitment or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from from, the value of any shares of capital stock or other securities of any of the Company, in each case other than derivative securities not issued by an Acquired CorporationCompany and its Subsidiaries; (iiiii) outstanding securitiessecurity, instrumentsinstrument, bondsbond, debenturesdebenture, notes note or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyCompany or its Subsidiaries; or (iviii) stockholder shareholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any of the Company or its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Except as set forth in this Sections 3.3(a) and 3.3(d), as of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares100,000,000 shares of Company Common Stock, of which 93,047,001 Shares had been 42,243,979 shares were issued and were outstanding as of the close date of business on March 3, 2025 (the “Capitalization Date”)this Agreement; and (ii) 10,000,000 17,801,205 shares of Company Preferred Stock, $0.001 par value per share (“Preferred Stock”), of which no shares 12,801,205 are designated Company Series A Preferred Stock, none of which were issued and are outstanding as of the Capitalization Datedate of this Agreement. Other than the outstanding Company Series A Preferred Stock specified in the preceding sentence, there are no shares of Preferred Stock outstanding as of the date of this Agreement. All of the outstanding Shares shares of Company Common Stock and Series A Preferred Stock, if any, have been duly authorized and validly issued, and are fully paid and nonassessable. From Except as set forth in Part 2.3(a)(i) of the Capitalization Date to Disclosure Letter, the execution of this Agreement, no Acquired Corporation has issued Company does not hold any shares of its capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement in its treasury. There are no shares of Company Options, Common Stock or Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as Series A Preferred Stock held by any of the Capitalization Date other Acquired Corporations. Except as set forth in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Part 2.3(a)(ii) of the Disclosure Letter: (i) none of the outstanding shares of the capital stock Company Common Stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Series A Preferred Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock or Company Series A Preferred Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock or Company Series A Preferred Stock. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or Company Series A Preferred Stock. Part 2.3(a)(iii) of the Disclosure Letter accurately and completely describes all repurchase rights held by the Company with respect to shares of Company Common Stock or Company Series A Preferred Stock, and specifies which of those repurchase rights are currently exercisable. (b) As of the date of this Agreement: (i) no shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 1995 Stock Option Plan (the “1995 Plan”) and no shares of Company Common Stock are reserved for future issuance pursuant to stock options not yet granted under the 1995 Plan; (ii) 200,353 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 1997 Stock Option Plan (the “1997 Plan”) and 1,938,790 shares of Company Common Stock are reserved for future issuance pursuant to stock options not yet granted under the 1997 Plan; (iii) 8,876,716 shares of Company Common Stock are subject to issuance pursuant to stock awards granted and outstanding under the Company’s 1999 Equity Incentive Plan (the “1999 Plan”) and 991,259 shares of Company Common Stock are reserved for future issuance pursuant to stock awards not yet granted under the 1999 Plan (the 1995 Plan, the 1997 Plan and the 1999 Plan are hereinafter collectively referred to as the “Option Plans”); (iv) 76,088 shares of Company Common Stock are subject to Purchase under the Company’s 1999 Employee Stock Purchase Plan (the “Purchase Plan”) and 155,346 shares of Company Common Stock are reserved for future issuance pursuant to purchase rights not yet granted under the Purchase Plan. Options to purchase shares of Company Common Stock (whether granted by the Company pursuant to the Option Plans, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as “Company Options.” Part 2.3(b) of the Disclosure Letter sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (A) the particular Option Plan (if any) pursuant to which such Company Option was granted; (B) the name of the optionee; (C) the number of shares of Company Common Stock subject to such Company Option; (D) the exercise price of such Company Option; (E) the date on which such Company Option was granted; (F) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; (G) the date on which such Company Option expires; and (H) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which any of the Acquired Corporations has ever granted stock options, and the forms of all stock option agreements evidencing such options. (c) As of the date of this Agreement, 1,506,204 shares of Company Series A Preferred Stock are subject to issuance pursuant to outstanding warrants. Part 2.3(c) of the Disclosure Letter sets forth the following information with respect to each such warrant: (A) the name of the holder of such warrant; (B) the number of shares of Company Series A Preferred Stock subject to such warrant and the number of shares of Company Common Stock issuable upon conversion of such shares of Company Series A Preferred Stock; (C) the exercise price of such warrant; (D) the date on which such warrant was issued; and (E) the date on which such warrant expires. At the Effective Time, each outstanding warrant to purchase shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts shall be automatically cancelled and shall cease to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirementsexist. (d) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than Except as set forth in Part 2.3(b) or Part 2.3(c) of the Disclosure Letter, as of the date of this Section 3.3Agreement, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Company, in each case other than derivative securities not issued by an Acquired CorporationCorporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d), as condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesCorporations. (ge) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on outstanding shares of the capital stock of the Company or Common Stock, options, warrants and other securities of the Company or any Acquired Corporations have been issued and granted in compliance with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (f) All of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among outstanding shares of capital stock of each of the Company’s wholly Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned Subsidiariesbeneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Sharesof 60,000,000 shares of Company Common Stock, of which 93,047,001 Shares had 17,301,654 shares have been issued and were are outstanding as of the close date of business on March 3this Agreement. Except as set forth in Part 2.3(a)(i) of the Disclosure Schedule, 2025 (the “Capitalization Date”); and (ii) 10,000,000 Company does not hold any shares of Company Preferred Stock, of which no shares were outstanding as of the Capitalization Dateits capital stock in its treasury. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, There are no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to Company Common Stock held by any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date other Acquired Corporations. Except as set forth in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Part 2.3(a)(ii) of the Disclosure Schedule: (i) none of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Company Common Stock or other securities. Part 2.3(a)(iii) of the Acquired Corporations. The Shares constitute the only outstanding class of securities of Disclosure Schedule accurately and completely describes all repurchase rights held by the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of Company Common Stock (including shares issued pursuant to the capital exercise of stock options), and specifies which of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirementsthose repurchase rights are currently exercisable. (db) As of the close of business on the Capitalization DateDecember 3, 2009: (i) 25,267,415 Shares were 160,708 shares of Company Common Stock are subject to issuance pursuant to Company Options stock options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside Company’s 2002 Omnibus Stock Incentive Plan (the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, “2002 Plan”); (ii) 1,683,107 Shares were 1,378,276 shares of Company Common Stock are subject to issuance pursuant to Company RSUs stock options granted and outstanding under the Company Equity Plans, Company’s 2004 Omnibus Stock Incentive Plan (the “2004 Plan”); and (iii) 5,723,800 Shares were 923,228 shares of Company Common Stock are reserved for future issuance under pursuant to the Company’s 2004 Employee Stock Purchase Plan (the “ESPP”). Part 2.3(b) of the Disclosure Schedule sets forth the following information with respect to each Company Equity PlansOption outstanding as of the date of this Agreement: (A) the particular Company Stock Plan pursuant to which such Company Option was granted; (B) the name of the optionee; (C) the number of shares of Company Common Stock subject to such Company Option; (D) the exercise price of such Company Option; (E) the date on which such Company Option was granted; (F) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; (ivG) 1,462,435 Shares were reserved for future issuance under the date on which such Company ESPP Option expires; and (vH) 37,313 Shares were subject whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to issuance upon exercise Parent accurate and complete copies of all stock option plans pursuant to which any of the Company Warrant. Other than Acquired Corporations has granted stock options which are outstanding as of the date of this Agreement, and the forms of all stock option agreements evidencing such options. (c) Except as set forth in this Section 3.3Part 2.3(b) of the Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Company, in each case other than derivative securities not issued by an Acquired CorporationCorporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d), as condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesCorporations. (gd) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on outstanding shares of the capital stock of the Company or Common Stock, options, warrants and other securities of the Company or any Acquired Corporations have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) All of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among outstanding shares of capital stock of each of the Company’s wholly Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned Subsidiariesbeneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares, 800,000,000 shares of which 93,047,001 Shares had been issued and were outstanding as of the close of business on March 3, 2025 (the “Capitalization Date”)Company Common Stock; and (ii) 10,000,000 100,000,000 shares of preferred stock, $0.00001 par value per share (“Company Preferred Stock”). As of 5:00 p.m. (California time) on October 25, 2021 (the “Company Listing Date”): (i) 148,929,117 shares of Company Common Stock were issued and outstanding (which amount includes shares of Company Restricted set forth in Section 2.3(b)(iv)); (ii) no shares of Company Preferred Stock, of which Stock were issued and outstanding; and (iii) no shares were outstanding as of the Capitalization Date. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that Common Stock were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All as treasury shares. There are no shares of Company Common Stock held by any of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there Company’s Subsidiaries. There is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. Except pursuant to Company Equity Plans and the agreements evidencing outstanding Company Equity Awards, none of the Acquired Corporations. No Acquired Corporation Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts Common Stock or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirementssecurities. (db) As of the close of business 5:00 p.m. (California time) on the Capitalization Company Listing Date: (i) 25,267,415 Shares 15,044,092 shares of Company Common Stock were subject to issuance pursuant to Company Options options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the (“Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, Options”); (ii) 1,683,107 Shares were subject to 5,416,004 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s 2018 Employee Stock Purchase Plan, as amended August 22, 2019 (the “Company RSUs ESPP”); (iii) 6,647,631 shares of Company Common Stock were issuable upon settlement or vesting of outstanding Company restricted stock units (“Company RSUs”); (iv) 229,661 shares of restricted Company Common Stock were unvested pursuant to Company restricted awards granted and outstanding under the Company Equity Plans (“Company Restricted Stock”); (v) no shares of Company Common Stock were subject to stock appreciation rights, whether granted under the Company Equity Plans or otherwise; (vi) no Company Equity Awards were outstanding other than those granted under the Company Equity Plans, ; and (iiivii) 5,723,800 Shares 16,963,795 shares of Company Common Stock were reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Equity Plans, . (ivc) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (vPart 2.3(c) 37,313 Shares were subject to issuance upon exercise of the Company WarrantDisclosure Schedule accurately sets forth the following information with respect to each Company Equity Award outstanding as of 5:00 p.m. (California time) on the Company Listing Date: (1) the Company Equity Plan (if any) pursuant to which such Company Equity Award was granted; (2) the name of the holder of such Company Equity Award; (3) the number of shares of Company Common Stock subject to such Company Equity Award (including, for Company Equity Awards subject to performance-based vesting requirements, if any, both the target and the maximum number of shares of Company Common Stock); (4) the exercise price (if any) of such Company Equity Award; (5) the date on which such Company Equity Award was granted; (6) the date on which such Company Equity Award expires; (7) if such Company Equity Award is a Company Option, whether it is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; (8) if such Company Equity Award is a Company RSU, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule; and (9) whether the vesting of such Company Equity Award differs materially from the Company’s standard vesting schedule. Other The exercise price of each Company Option is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including any related notes thereto) contained in the Company SEC Reports in accordance with GAAP, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). (d) The Company has Made Available to Parent accurate and complete copies of all equity-based plans or, if not granted under an equity plan, such other Contract, pursuant to which any stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock awards (including all outstanding Company Equity Awards, whether payable in equity, cash or otherwise) are outstanding as of the date of this Agreement, and the forms of all stock option, stock appreciation right, restricted stock unit, deferred stock unit and restricted stock award agreements evidencing such stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock awards (including all outstanding Company Equity Awards, whether payable in equity, cash or otherwise). (e) Except (x) as set forth in Section 2.3(a) and 2.3(b) and (y) for changes since 5:00 p.m. (California time) on the Company Listing Date resulting from the exercise of Company Options or the vesting of Company RSUs or Company Restricted Stock, in each case, outstanding as of the Company Listing Date and in accordance with their terms, as of the date of this Section 3.3, there are noAgreement: (i) outstanding the Company does not have any shares of capital stock of or other securities of the Companyequity interests outstanding; and (ii) other than the Company ESPP, there is no (A) outstanding subscriptionsequity-based compensation award, optionssubscription, callsoption, warrants call, warrant or rights right (whether or not currently exercisable) issued or granted by any of the Acquired Companies to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the CompanyAcquired Companies, in each case other than derivative securities not issued by an Acquired Corporation; (iiiB) outstanding securitiessecurity, instrumentsinstrument or obligation issued, bonds, debentures, notes granted or obligations entered into by any of the Acquired Companies that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Company; Acquired Companies or (ivC) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any of the Company Acquired Companies is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (ef) Except as set forth in this Sections 3.3(a) and 3.3(d)All outstanding shares of Company Common Stock, as of the Capitalization Date there are no issuedoptions, reserved for issuancewarrants, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based compensation awards with respect to any (whether payable in equity, cash or otherwise) and other securities of the Acquired Corporation. (f) Except as set forth Companies have been issued and granted in the last sentence of Section 3.3(a), there are nomaterial compliance with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) the terms of applicable Contracts. (g) All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable and free of any preemptive rights. All of the outstanding shares of capital stock of or other securities of any Subsidiary each of the Company; (ii) outstanding subscriptions’s Subsidiaries have been duly authorized and validly issued, optionsare fully paid and nonassessable and free of preemptive rights, calls, warrants and are owned directly or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Subsidiary of indirectly by the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities free and clear of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Encumbrances, except for restrictions on transfer under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesapplicable securities laws and Permitted Encumbrances. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares, 100,000,000 shares of which 93,047,001 Shares had been issued and were outstanding as of the close of business on March 3, 2025 (the “Capitalization Date”)Company Common Stock; and (ii) 10,000,000 shares of Company Preferred Stock, par value $.001 per share. As of which August 24, 2000, 33,109,850 shares of Company Common Stock have been issued and are outstanding and no shares were outstanding as of the Capitalization DateCompany's Preferred Stock have been issued or are outstanding. No shares of capital stock of the Company are held in the Company's treasury. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, There are no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to Company Common Stock held by any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awardsCompany's Subsidiaries. All of the outstanding shares of the capital stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are right or subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; Company and (iv) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsCommon Stock. (db) As of the close of business on the Capitalization DateAugust 24, 2000: (i) 25,267,415 Shares were 931,137 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1993 Stock Plan; (ii) 5,621,826 shares of Company Options Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1997 Stock Plan; (iii) 130,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's Director Option Plan; and (iv) 577,664 shares of Company Common Stock are reserved for future issuance pursuant to the Company's 1997 Employee Stock Purchase Plan (the "Company ESPP"), 52,670 of which are subject to issuance pursuant to stock options granted and outstanding under the Company Equity Plans and ESPP. (Stock options granted by the Company pursuant to inducement grants made outside the 1993 Stock Plan, the 1997 Stock Plan and the 1997 Director Stock Plan are referred to collectively herein as "Company Options.") Part 2.3(b) of the Company Equity Plans, Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan pursuant to which such Company Options have a weighted average Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to such Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and Option; (v) 37,313 Shares were subject the date on which such Company Option was granted; (vi) the extent to issuance upon exercise which such Company Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company WarrantOption expires. Other than The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted Company Options, and the forms of all stock option agreements evidencing such options to the extent such plans or agreements have not been filed as exhibits to the Company SEC Documents (as defined in Section 2.4(a)). (c) Except as set forth in this Section 3.3Sections 2.3(a) or 2.3(b), as of the date hereof there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Company, in each case other than derivative securities not issued by an Acquired CorporationCorporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iviii) rights agreement, stockholder rights plans plan (or similar plans plan commonly referred to as a “"poison pill”") or Contracts Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d), as condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; Corporations. (iiid) All outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the Company Common Stock, all outstanding Company Options and all outstanding shares of capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any each Subsidiary of the Company is or may become obligated to sell or otherwise issue any have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. All of the outstanding shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities each of the Company or any Company's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among record by the Company’s wholly owned Subsidiaries, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares50,000,000 shares of Company Common Stock, of which 93,047,001 Shares had 19,508,902 shares have been issued and were are outstanding as of the close date of business on March 3, 2025 (this Agreement and all of which shares are owned by the “Capitalization Date”)LLC; and (ii) 10,000,000 23,241,098 shares of Company Converting Preferred Stock, all of which no shares were have been issued and are outstanding as of the Capitalization Datedate of this Agreement and all of which are owned by the LLC. Schedule 2.3(a) sets forth (A) the names of the owners of the membership interests in the LLC ("Interests") and the number of shares and percentage ownership held by each such owner and (B) the names of the Persons who will be the owners of the Company Common Stock and the Company Converting Preferred Stock immediately following the Conversion and the number of shares which will be held by such Persons. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding Shares shares of Company Common Stock and Company Converting Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution Except as identified in Part 2.3(a) of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Disclosure Schedule: (i) none of the outstanding shares of the capital stock Company Common Stock or other equity securities of each Acquired Corporation are held by the Company Converting Preferred Stock or another Acquired Corporation. (b) All any of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations Interests are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock Company Common Stock or Company Converting Preferred Stock or any of the Acquired Corporations Interests are subject to any right of first refusal in favor of any Acquired Corporationrefusal; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no AAHoldings Entity Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock Company Common Stock or any of the Acquired CorporationsInterests. No Acquired Corporation None of the AAHoldings Entities is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Company Common Stock or Company Converting Preferred Stock or any of the Acquired CorporationsInterests. The Shares constitute Upon consummation of the only outstanding class of securities Conversion, all of the Company registered under Common Stock and Company Converting Preferred Stock shall be owned by the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares owners of the capital stock of LLC identified on Schedule 2.3(a), and the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsLLC shall cease to exist. (db) As of the close of business on the Capitalization Date: (iExcept as identified in Part 2.3(b) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved for future issuance under the Company Equity Plans, (iv) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than as set forth in this Section 3.3Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, Company or any Interests in each case other than derivative securities not issued by an Acquired Corporationthe LLC; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyCompany or any Interests in the LLC; or (iviii) stockholder or member rights plans plan (or similar plans plan commonly referred to as a “"poison pill”") or Contracts Contract under which the Company or the LLC is or may become obligated to sell or otherwise issue any shares of its capital stock stock, membership interests, or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d), as condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any Interests in the LLC. (c) All outstanding Interests and outstanding shares of its Company Common Stock and Company Converting Preferred Stock and all outstanding shares of capital stock or membership interests of each Subsidiary of the LLC have been issued and granted in compliance with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. The Company has no Subsidiaries, other than dividends . (d) All of the outstanding shares of capital stock or distributions solely among membership interests of the Entities identified in Part 2.1(a) of the Company Disclosure Schedule have been duly authorized and its wholly are validly issued, are fully paid and nonassessable and are owned Subsidiaries or among beneficially and of record by the LLC, free and clear of any Encumbrances. Upon consummation of the Conversion, all such shares and membership interests shall be owned beneficially and of record by the Company’s wholly owned Subsidiaries, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Sharesof 30,000,000 shares of Common Stock, par value $0.0001 per share, of which 93,047,001 Shares had 10,000,000 shares have been issued and were are outstanding as of the close date of business on March 3, 2025 (the “Capitalization Date”); and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares were outstanding as of the Capitalization Datethis Agreement. All of the outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. From the Capitalization Date to the execution of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as Part 2.3(a) of the Capitalization Date in accordance with their terms, Disclosure Schedule provides an accurate and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All complete description of the outstanding shares of the capital stock or other equity securities terms of each Acquired Corporation are repurchase option which is held by the Company or another Acquired Corporationand to which any of such shares is subject. (b) All of the outstanding Shares and the issued and outstanding The Company has reserved 20,000,000 shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired Corporations. No Acquired Corporation is under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements. (d) As of the close of business on the Capitalization Date: (i) 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and pursuant to inducement grants made outside the Company Equity Plans, which Company Options have a weighted average exercise price of $3.83, (ii) 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 5,723,800 Shares were reserved Common Stock for future issuance under the Company Equity PlansIncentive Plan, of which options to purchase 11,180,000 shares are outstanding as of the date of this Agreement. Part 2.3(a) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option was granted and the term of such Company Option; (iv) 1,462,435 Shares were reserved the vesting schedule for future issuance under the such Company ESPP and Option; (v) 37,313 Shares were subject to issuance upon the exercise price per share of Company Common Stock purchasable under such Company Option; (vi) whether such Company Option has been designated an “incentive stock option” as defined in Section 422 of the Code; and (vii) whether the exercisability of or right to repurchase of such Company WarrantOption will be accelerated in any way by the transactions contemplated by this Agreement. Other than Except as set forth in this Section 3.3Part 2.3 of the Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d), as of to the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary Knowledge of the Company; (ii) outstanding subscriptions, options, calls, warrants condition or rights (whether circumstance that may give rise to or not currently exercisable) provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any Subsidiary the Company. (c) All outstanding shares of Company Common Stock and all outstanding Company Options have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(d) of the CompanyDisclosure Schedule, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securitiesthe Company has never repurchased, instruments, bonds, debentures, notes redeemed or obligations that are or may become convertible into or exchangeable for otherwise reacquired any shares of the capital stock or other securities of any Subsidiary the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the Company; or DGCL and all other applicable Legal Requirements, and (ivii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital all requirements set forth in applicable restricted stock or any purchase agreements and other securitiesapplicable Contracts. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares30,000,000 shares of Company Common Stock, $.001 par value per share, of which 93,047,001 Shares had 5,788,642 shares have been issued and were are outstanding as of the close date of business on March 3, 2025 (the “Capitalization Date”)this Agreement; and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock, $.001 par value per share, of which no 1,428,572 shares were outstanding as of the Capitalization Datehave been issued and are outstanding. All of the outstanding Shares shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution Except as set forth in Schedule 2.3(a) of this Agreement, no Acquired Corporation has issued any shares of capital stock or stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation except for the issuance by the Company of Shares pursuant to the exercise or settlement of Company Options, Company RSUs, the Company Warrant, or purchase rights under the Company ESPP, in each case that were outstanding as of the Capitalization Date in accordance with their terms, and no Acquired Corporation has issued any Company Options, Company RSUs or other equity based awards. All Disclosure Schedule: (i) none of the outstanding shares of the capital stock Company Common Stock or other equity securities of each Acquired Corporation are held by the Company or another Acquired Corporation. (b) All of the outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Preferred Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to voteCompany; and (iviii) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired CorporationsCompany Common Stock or Company Preferred Stock. No Acquired Corporation The Company is not under any obligation, obligation or bound by any Contract pursuant to which it may become obligated, obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or Company Preferred Stock. The Company is the sole owner of each outstanding share of capital stock of the Acquired Corporationsand/or other equity interests in each Company Subsidiary. The Shares constitute the only outstanding class exercise prices of securities all of the Company registered under Warrants exceed the Securities Act. There are no voting trusts or other Contracts to which any Acquired Corporation is party or of which the Company has knowledge with respect to the voting of any shares of the capital stock of the Acquired Corporations. All outstanding Shares and shares of the capital stock or other equity securities of each Acquired Corporation have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal RequirementsSigning Date Closing Price. (db) As of the close date of business on the Capitalization Datethis Agreement: (i) 25,267,415 Shares were 1,191,489 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase shares of Company Options Common Stock. (Stock options granted and outstanding under by the Company Equity Plans and pursuant to inducement grants the Company's stock option plans and otherwise are referred to in this Agreement as "Company Options."). The Company has made outside available to Parent (A) accurate and complete copies of all stock option plans pursuant to which the Company Equity Planshas ever granted stock options, and the forms of all stock option agreements evidencing such options and (B) a list detailing (i) each Company Option outstanding as of the date of this Agreement; (ii) the particular plan (if any) pursuant to which such Company Options have a weighted average Option was granted; (iii) the name of the optionee; (iv) the number of shares of Company Common Stock subject to such Company Option; (v) the exercise price of $3.83such Company Option; (vi) the date on which such Company Option was granted; (vii) the applicable vesting schedules, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (iivii) 1,683,107 Shares were subject to issuance pursuant to the date on which such Company RSUs granted and outstanding under Option expires. As of the date of this Agreement, 585,818 shares of Company Equity Plans, (iii) 5,723,800 Shares were Common Stock are reserved for future issuance under pursuant to the Company Equity Plans, Company's 1997 Employee Stock Purchase Plan (ivthe "ESPP"). (c) 1,462,435 Shares were reserved for future issuance under the Company ESPP and (v) 37,313 Shares were subject to issuance upon exercise of the Company Warrant. Other than Except as set forth in this Section 3.3Schedule 2.3(c) of the Company Disclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option (other than Company Options described under Section 2.3(b)), call, warrant or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by an Acquired CorporationCompany or any Company Subsidiary; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyCompany or any Company Subsidiary; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “"poison pill”") or Contracts Contract under which the Company or any Company Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. ; or (eiv) Except as set forth in this Sections 3.3(a) and 3.3(d), as to the best of the Capitalization Date there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. (f) Except as set forth in the last sentence of Section 3.3(a), there are no: (i) outstanding shares of capital stock of or other securities of any Subsidiary knowledge of the Company; (ii) outstanding subscriptions, options, calls, warrants condition or rights (whether circumstance that may give rise to or not currently exercisable) provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of receive any shares of capital stock or other securities of any Subsidiary of the Company, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Subsidiary of the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Warrants, Company Options and Company RSUs are evidenced by award agreements substantially in the forms that have been provided to Parent. (h) Since September 30, 2024 , the Company has not declared, authorized or paid any dividends or distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any Company Subsidiary. (d) All outstanding shares of its SubsidiariesCompany Common Stock and all outstanding shares of Company Preferred Stock have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, other than dividends or distributions solely among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries(ii) all requirements set forth in applicable Contracts.