Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-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 amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) 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 granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 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 date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any 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 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 ever granted. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or 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 (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 the Company. (e) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary of the Company 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 outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially 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) twenty-five million (25,000,000) shares of Company Common Stock, $.005 par value per share200,000,000 Shares, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount 93,047,001 Shares had been issued and were outstanding as of the date close of this Agreement) have been issued and are outstandingbusiness on March 3, 2025 (the “Capitalization Date”); and (ii) five hundred thousand (500,000) 10,000,000 shares of preferred stock, $1.00 par value per shareCompany Preferred Stock, of which no shares are were outstanding as of the date of this AgreementCapitalization Date. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. As of From the date Capitalization Date to the execution of this Agreement, there are 1,151,109 no Acquired Corporation has issued any shares of Company Common Stock held in treasury 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 in treasury by any the Company or another Acquired Corporation. (b) All of the other outstanding Shares and the issued and outstanding shares of the capital stock or ordinary shares of the Acquired CorporationsCorporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of Company Common Stock is 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 Company Common Stock is capital stock of the Acquired Corporations are subject to any right of first refusal in favor of the Companyany Acquired Corporation; 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 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 Company Common Stock. Upon consummation capital stock of the MergerAcquired Corporations. No Acquired Corporation is under any obligation, (A) the shares of Parent Common Stock issued in exchange for or bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company Common Stockregistered 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. (bd) As of August 31, 1998, 957,725 shares the close of business on the Capitalization Date: (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreementi) of Company Common Stock are 25,267,415 Shares were subject to issuance pursuant to Company Options granted and outstanding options to purchase Company Common Stock. (Stock options granted by under the Company Equity Plans and pursuant to the Company's stock option plans are referred to in this Agreement as "Company Options.") Part 2.3(b)(i) of inducement grants made outside the Company Disclosure Schedule sets forth the following information with respect to each Equity Plans, which Company Option outstanding as Options have a weighted average exercise price of August 31$3.83, 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any 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 1,683,107 Shares were subject to issuance pursuant to Company RSUs granted and outstanding warrants 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 purchase Company Common Stock ("Company Warrants"). Part 2.3(c) issuance upon exercise 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 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 ever granted. (d) Except Other than as set forth in Parts 2.3(b)this Section 3.3, 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is are no: (i) outstanding subscriptionshares of capital stock of or other securities of the Company; (ii) outstanding subscriptions, optionoptions, callcalls, warrant warrants or right 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; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iiiiv) shareholder stockholder rights plan plans (or similar plan plans commonly referred to as a "“poison pill"”) or Contract 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 (ivwhether or not currently exercisable) 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 any shares of the capital stock, restricted stock unit, stock-based performance unit or receive 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; (eiii) All outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of the capital stock or other securities of each 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 have been issued and granted in compliance with (i) all applicable securities laws and is or may become obligated to sell or otherwise issue any shares of its capital stock or any other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contractssecurities. (fg) 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 outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) Company or other securities of the Company Disclosure Schedule are validly issuedor any of its Subsidiaries, fully paid other than dividends or distributions solely among the Company and nonassessable and are its wholly owned beneficially and of record by Subsidiaries or among the Company, free and clear of any Encumbrances’s wholly owned Subsidiaries.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 50,000,000 shares of Company Common Stock, $.005 .001 par value per sharevalue, of which, as of August 31October 30, 19981997, 8,076,404 10,258,091 shares (which amount does not materially differ from the amount were issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) 5,000,000 shares of preferred stock, $1.00 .001 par value per sharevalue, none of which no shares are outstanding as of the date of this Agreementoutstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. . Except as set forth in the Company Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participationparticipation in future financings, right of maintenance to maintain a percentage ownership position, or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) 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 granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 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 StockStock or any other securities of any Acquired Corporation. (b) As of August 31the October 30, 1998, 957,725 1997: (i) 843,149 shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreement) of Company Common Stock are subject to reserved for future issuance pursuant to stock options granted and outstanding options to purchase under the Company's 1994 Incentive Stock Option Plan; (ii) 125,995 shares of Company Common StockStock are reserved for future issuance under the Company's 1995 Employee Stock Purchase Plan (the "ESPP"); and (iii) 118,000 shares of Company 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 pursuant to the Company's stock option plans 1994 Incentive Stock Option Plan and the 1995 Director Option Plan are referred to in this Agreement as "Company Options.") Part 2.3(b)(i) of the The Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of August 31, 1998the 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 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option.exercise (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: (i1) the name of the warrant holderholder of such warrant; (ii2) the number of shares of Company Common Stock subject to such Company Warrantwarrant; (iii3) the exercise price of such Company Warrantwarrant; (iv4) the date on which such Company Warrant warrant was grantedissued; (v5) the applicable vesting schedule and the extent to which conditions, if any, limiting exercise of such Company Warrant is vested and exercisable as of the date of this Agreement; warrant and (vii6) the date on which such Company Warrant warrant expires. The Company has delivered to Parent an accurate and complete copies copy of all agreements, certificates and other documents evidencing all warrants which the Company has ever grantedeach such warrant. (dc) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the CompanyCompany or any other Acquired Corporation; (ii) outstanding security, instrument or obligation that 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; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or 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 (iv) condition or circumstance that may reasonably 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 the CompanyCompany or any other Acquired Corporation. There are no bonds, debentures, notes or other indebtedness of the Company outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which the shareholders of the Company have the right to vote. (ed) All outstanding securities of all of the Acquired Corporations, including shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Warrants Common Stock, all outstanding rights under the ESPP and all outstanding shares of capital stock of each Subsidiary subsidiary of the Company have been issued 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. (fe) The Company Disclosure Schedule sets forth the capitalization and record and beneficial ownership of the outstanding securities of each Acquired Corporation. All of the outstanding shares of capital stock of each of the Entities corporations identified in Part 2.1(a)(i) of the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are (other than Company Common Stock) owned beneficially 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) twenty-five million 18,000,000 Shares (25,000,000including Company Restricted Shares), of which 11,524,463 Shares were issued and outstanding and no Shares were issued and held in the treasury of the Company, in each case, as of the close of business on February 4, 2015; and (ii) 1,000,000 shares of Company Common Preferred Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which no shares (which amount does not materially differ from the amount 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) have been , the Company has not issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stockcapital stock or other securities of the Company, $1.00 par value per shareother than upon the exercise of Company Options or the vesting or settlement of Company Stock Awards, of which no shares are in each case, outstanding as of the date close of this Agreementbusiness on February 4, 2015, pursuant to the terms of such Company Options or Company Stock Award. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (b) Except as set forth in Part 3.3(b) of the Company Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock 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 Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired 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 Company have a right to vote; (iv) there is no Acquired Corporation 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 Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 ContractShares. None of the Acquired Corporations is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Shares or other 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 date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Optionsecurities. (c) As of the date of this Agreement, six hundred seventy-nine thousand, seven hundred twenty-three (679,723) the Company has no shares of Company Common Stock are capital stock reserved for issuance, except for (i) 515,721 Shares subject to issuance pursuant to Company Options granted and outstanding warrants under the Company Equity Plans, and (ii) 175,000 shares of Series B Preferred Stock subject to purchase Company Common Stock issuance upon the exercise of rights issued pursuant to the Shareholder Rights Plan and ("Company Warrants"). Part 2.3(ciii) an indeterminate number of Shares subject to issuance pursuant to the ESPP as of February 28, 2015, the end of the current offer period under the ESPP. The Company Disclosure Schedule sets forth has made available to Parent or Parent’s Representatives in the following information with respect Data Room prior to each the date of this Agreement true and complete copies of the ESPP and all Company Warrant 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 (i) and any other stock award agreements to the name 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 all of the warrant holder; (ii) terms and conditions of 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 Equity Plan pursuant to which such it was issued. Part 3.3(c) of the Company Warrant is vested Disclosure Schedule contains a correct and exercisable 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 (if applicable), number of Shares 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 (vii) the date on Company Equity Plan under which such Company Warrant expires. The Option and Company has delivered to Parent accurate and complete copies of all agreements, certificates and other documents evidencing all warrants which the Company has ever Stock Award was granted. (d) All of the outstanding capital stock, ownership interests in and other securities of each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Part 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 Parts 2.3(b), 2.3(c) or 2.3(dPart 3.3(d) of the Company Disclosure Schedule 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 is no: (i) outstanding subscription, option, call, warrant warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance 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 any of the CompanyAcquired Corporations; (ii) outstanding security, instrument instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Company; Acquired Corporations or (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any 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; or (iv. Except as set forth in Part 3.3(e) condition or circumstance that may give rise to or provide a basis of the Company Disclosure Schedule and except for the assertion of Voting Agreements, there are no stockholder agreements, voting trusts or other agreements or understandings to which any Acquired Corporation is a claim by any Person party relating to the effect that such Person is entitled to acquire voting or receive disposition of any shares of the capital stock 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 (eor similar governing body) of any Acquired Corporation. All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary dividends or distributions on securities of the Company that have been issued and granted declared on or prior to the date of this Agreement have been paid in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contractsfull. (f) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially 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) twenty-five million (25,000,000) 60,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 34,791,879 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this the First Merger Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As None of the date of this Agreement, there are 1,151,109 Symyx Corporations (other than the Company) holds any shares of Company Common Stock held in treasury by the Company and no or any rights to acquire shares of stock held in treasury by any of the other Acquired CorporationsCompany Common Stock. (b) Except as set forth in Part 3.3(b) of the Company Disclosure Schedule: (i) None none of the outstanding shares of 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 Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation 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 Company Common Stock. Upon consummation None of the MergerSymyx Corporations is under any obligation, (A) the shares of Parent Common Stock issued in exchange for or is bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 Company Common StockStock 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 or upon any other forfeiture of a vesting condition. (bc) As of August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this the First Merger Agreement: (i) 3,655,668 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Options; (ii) 1,879,110 shares of Company Common Stock. (Stock options granted by the Company are reserved for future issuance pursuant to the Company's stock option plans Company ESPP; (iii) 300,675 shares of Company Common Stock are referred reserved for future issuance pursuant to in this Agreement as "Company Options."RSUs; and (iv) Part 2.3(b)(i) 6,039,772 shares of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Disclosure Schedule Option Plans. (d) The Company has Made Available to Parent a complete and accurate list that sets forth the following information with respect to each Company Option Equity Award outstanding as of August 31, 1998the date of the First Merger Agreement the following information: (i) the particular plan (if any) pursuant to which such Company Option Equity Award was granted; (ii) the name of the optioneeholder 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) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company OptionEquity Award; (v) the date on which per share exercise price (if any) of such Company Option was grantedEquity Award; (vi) the applicable vesting schedule (including a description of any acceleration provisions), and the extent to which such Company Option Equity Award is vested and exercisable as of the date of this Agreementexercisable, if applicable; and (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 expiresis 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 delivered Made Available to Parent accurate and complete copies of all stock option equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company has ever granted stock options Company, and the form forms of all stock option agreements evidencing such optionsCompany 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 the effective date of grant (whether intentionally or otherwise). There are no commitments outstanding or agreements authorized stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any of any character to which the Symyx Corporations. Each Company Equity Award was granted in accordance with the terms of the Company is bound obligating the Company to accelerate the vesting of any Company OptionEmployee Plan applicable thereto. (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 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 ever granted. (de) Except as set forth in Parts 2.3(bSection 3.03(a) and Section 3.03(c), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanySymyx Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanySymyx Corporations; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or 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 (iv) condition or circumstance that may would reasonably be expected to 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 CompanySymyx Corporations. (ef) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary Company Equity Awards and other securities of the Company Symyx Corporations, have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (fg) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are 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 Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 100,000,000 shares of Company Common Stock, $.005 par value per shareof which 31,446,306 Common Shares have been issued and are outstanding as of the close of business on the Reference Date; and (ii) 10,000,000 shares of Company Preferred Stock, of which, as which (A) 2,843,287 shares have been designated Series X Convertible Preferred Stock of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount none is issued and outstanding as of the date close of this Agreementbusiness 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; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date close of this Agreementbusiness on the Reference Date. All of the outstanding shares Shares have been, and all Common Shares issuable upon the exercise of outstanding Options or Company Common Stock have been 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. As nonassessable and free of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporationspreemptive rights. (b) (i) None of the outstanding shares of Company Common Stock 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 Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and , (iii) there are no outstanding bonds, debentures, notes or other Indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote and (iv) there is no Acquired Corporation 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 Share. The Company Common Stock. Upon consummation of the Mergeris not under any obligation, (A) the shares of Parent Common Stock issued in exchange for nor is it bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 Shares. The Company Common StockStock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (bc) As of August 31, 1998, 957,725 shares the close of business on the Reference Date: (which amount does not materially differ from the amount i) 2,597,639 Common Shares are subject to options issuance pursuant to Options granted and outstanding; (ii) 353,656 Common Shares are subject to or otherwise deliverable in connection with outstanding RSUs; (iii) 84,905 Common Shares are available for issuance pursuant to the ESPP (including 9,554 Common Shares that 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 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) 866 Common Shares 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 Equity Plans. 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 Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the Company pursuant to the Company's all stock option plans are referred to in this Agreement as "agreements evidencing such and forms of restricted stock unit agreements evidencing such RSUs and copies of all Company OptionsWarrants." (d) Part 2.3(b)(iSection 3.3(d) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding a true and complete list as of August 31the Reference Date, 1998of all Company Stock Awards, including: (i) for each outstanding Option and RSU, as applicable, the particular underlying plan pursuant to which such Company Option was granted; (ii) name, the name of the optionee; (iii) holder, the number of shares of Company Common Stock subject to such Company Option; (iv) issuable upon exercise or settlement, the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) and the applicable vesting schedule and grant date, 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option.expiration date.. (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 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 ever granted. (de) Except as set forth in Parts 2.3(b)this Section 3.3, 2.3(c) or 2.3(d) as of the Company Disclosure Schedule close of business on the Reference Date, there is are no: (i) outstanding subscriptionshares of capital stock of, optionor other equity interests in, callthe Company; (ii) outstanding subscriptions, warrant options, calls, warrants or right rights (whether or not currently exercisable) to acquire any shares of capital stock, other equity interests, restricted stock units, stock-based performance units or any other rights that 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; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is 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 (iiiiv) shareholder stockholder rights plan plans (or similar plan commonly referred to as a "“poison pill"”) or Contract 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 (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 the Company. (e) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary of the Company 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 outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially 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) twenty-five million (25,000,000) 200,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 75,031,225 shares (which amount does not materially differ from the amount have been issued and were outstanding as of April 15, 2005; and (ii) 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 Company Options. No Company Options have been issued granted during the period commencing on April 16, 2005 and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of ending on the date of this Agreement. (b) As of April 15, 2005, the Company held 1,835,939 shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As None of the date Acquired Corporations holds any shares of this AgreementCompany Common Stock or any rights to acquire shares of Company Common Stock, there are 1,151,109 other than the shares of Company Common Stock held in the Company's treasury by referred to in the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) preceding sentence. None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) . To the knowledge of the Company, there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation Except as set forth in Part 2.3(b) of the MergerCompany Disclosure Schedule, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 none of the Acquired Corporations is under any obligation 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. (b) As of August 31Stock or other securities, 1998, 957,725 except for the Company's right to repurchase restricted shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreement) of Company Common Stock are subject to 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 outstanding options to purchase 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. (Stock options granted by the Company were reserved for future issuance pursuant to the Company's stock option plans are referred to in this Agreement as 2003 Employee Stock Purchase Plan (the "Company Options.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(b)(i2.3(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 August 31April 15, 19982005: (iA) the particular plan Company Option Plan (if any) pursuant to which such Company Option was granted; (iiB) the name employee identification number of the optioneeholder of such Company Option or the shares subject to such repurchase right; (iiiC) the number of shares of Company Common Stock subject to such Company OptionOption or repurchase right; (ivD) the exercise price of such Company Option; (vE) the date on which such Company Option was grantedgranted or the shares subject to such repurchase right were issued; (viF) the applicable vesting schedule and the extent to which such Company Option is vested and exercisable as of or the date of this Agreementextent to which the shares subject to such repurchase right have vested; and (viiG) 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 all of: (1) each Company Option Plan; (2) each other stock option plans plan pursuant to which any of the Company Acquired Corporations has ever granted stock options and to the form of all extent that any options remain outstanding thereunder; (3) each stock option agreements evidencing such options. There are no commitments or agreements of plan under which any character to which the Company is bound obligating the Company to accelerate the vesting of Entity has granted stock options that were ever assumed by any 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 Acquired Corporations 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 vested and exercisable as of the date of this Agreementthat any options remain outstanding thereunder; and (vii4) the date on which such standard form of stock option agreement for each Company Warrant expires. The Option Plan and each standard form of stock option agreement used in connection with outstanding "non-plan" Company has delivered to Parent accurate and complete copies of all agreements, certificates and other documents evidencing all warrants which the Company has ever grantedOptions granted by any Acquired Corporation. (d) Except as set forth in Parts 2.3(b), 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 Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that 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 (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "poison pill") or 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 the Company. (e) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary options and other securities of the Company 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 where such noncompliance would not have, and would not reasonably be expected to have or result in, a Company Material Adverse Effect. (f) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are 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 (except with respect to those Company's 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), free and clear of any Encumbrancesmaterial Encumbrances (other than restrictions on transfer imposed by applicable securities laws).

Capitalization, Etc. (a) The As of April 12, 2012 (the "Capitalization Date"), the authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) consisted of 56,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 14,323,715 shares (which amount does not materially differ from the amount were issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) 2,000,000 shares of preferred stock, $1.00 par value $0.001 per share, of the Company, of which no shares are outstanding as were issued or outstanding. As of the date Capitalization Date: (i) 848,231 shares of this AgreementCompany 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 of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) Company's Subsidiaries. None of the outstanding shares of Company Common Stock is are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; Company and (iii) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for The Company is not under any shares of Company Common Stock that are subject to a obligation or bound by any Contract pursuant to which 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, it may become subject 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 obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockStock or any capital stock of any of the Company's Subsidiaries. (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 date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the Company pursuant to the Company's stock option plans are referred to in this Agreement as "Company Options.") Part 2.3(b)(i3.4(b) of the Company Disclosure Schedule sets forth the following 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any 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 AgreementCapitalization Date: (i) the name of the warrant holder; optionee, (ii) the number of shares of Company Common Stock subject to such Company Warrant; Option, (iii) the exercise price of such Company Warrant; Option, (iv) the date on which such Company Warrant Option was granted; , (v) the applicable vesting schedule and the extent to which such Company Warrant Option is vested and exercisable as of the date of this Agreement; Capitalization Date and (viivi) the date on name of the Company Option Plan under which such Company Warrant expiresOption was granted. The Company has delivered All vesting will be accelerated immediately prior to Parent accurate and complete copies of all agreements, certificates and other documents evidencing all warrants which contingent upon the Company has ever grantedEffective Time. (dc) Except as set forth in Parts 2.3(b), 2.3(cSection 3.4(a) or 2.3(dSection 3.4(b) above, as of the Company Disclosure Schedule Agreement Date, there is no: no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; , (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; Company or (iii) shareholder rights agreement, stockholder rights plan (or similar plan commonly referred to as a "poison pill") or 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 (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 the Company. (ed) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants RSUs and all outstanding shares of capital stock of each Subsidiary other securities of the Company have been issued and granted in compliance with (i) all applicable securities laws Laws and other applicable Legal Requirements, Laws and (ii) all requirements set forth in 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 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 issuable, be duly authorized, validly issued, fully paid, and nonassessable. (fe) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are 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 or another wholly-owned Subsidiary of the Company, 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) twenty-five million (25,000,000) 150,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 8,736,690 shares (which amount does not materially differ from the amount have been issued and are outstanding as of the date of this Agreement) have been issued and are outstandingAgreement including the Escrow Shares (as such term is hereinafter defined); and (ii) five hundred thousand (500,000) 10,000,000 shares of preferred stockPreferred Stock, $1.00 .01 par value per share, of which no shares are outstanding 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 are currently issued or are outstanding. Except as set forth in Part 3.3(a)(i) of the date Company Disclosure Schedule, the Company does not hold any shares of this Agreementits capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. . There are 141,863 shares of Company Common Stock that are subject to a certain Performance Share Escrow Agreement, 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 Canada, as escrow agent (the “Escrow Agent”). Except as set forth in Part 3.3(a)(ii) of the Company Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock or the capital stock of any of the Acquired Corporations is entitled or to, subject to or bound by any outstanding option, warrant, call, subscription right, preemptive right, 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 Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) 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 granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 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. Part 3.3(a)(iii) of the Company 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 August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding 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 Company’s 2001 Stock Plan, and options relating to purchase 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. 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 convertible debentures issued by the Company are currently outstanding and no Person has any rights, interests or claims with respect to any such convertible debentures. Options to purchase shares of Company Common Stock (Stock options whether granted by the Company pursuant to the Company's ’s stock option plans 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)(i3.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of August 31, 1998the date of this Agreement: (i) the particular plan or program (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 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 Company Warrants and all stock option plans pursuant to under which the Company has 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 options, and the form forms of all the stock option agreements agreements, grants or awards evidencing such options. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company 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 The name of the warrant holder; (ii) the , number of shares of Company Common Stock subject issuable pursuant to such Company Warrant; (iii) and 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 vested and exercisable as each of the date Company Warrants is set forth on Part 3.3(b) of this Agreement; 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 (vii) the date on which such Company Warrant expires. The Company has delivered with respect to Parent accurate and complete copies of all agreements, certificates and other documents evidencing all warrants which the Company does not have Knowledge. None of the Company Warrants has ever grantedan exercise price less than or equal to the Per Share Amount and, except as set forth in Part 3.3(b) of the Company Disclosure Schedule, none of the Company Options has an exercise price less than or 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 Company Option and Company Warrant has been adjusted to take into account the 1 for 10 reverse split (the “Reverse Split”) of the Company Common Stock which occurred on July 31, 2002. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(dPart 3.3(b) of the Company Disclosure Schedule Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or 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 CompanyAcquired Corporations. (e) All Except as set forth in Part 3.3(e) of the Company Disclosure Schedule, all outstanding shares of Company Common Stock, all outstanding Company Optionsoptions, all outstanding Company Warrants warrants and all outstanding shares of capital stock of each Subsidiary other securities of the Company 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 the standard form of agreement under the Stock Option Program. (f) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are 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 Encumbrances.

Capitalization, Etc. (a) The As of April 19, 2015 (the “Capitalization Date”), the authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) consisted of 32,500,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 20,788,385 shares (which amount does not materially differ from the amount were issued and outstanding as (including 85,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the date of this Agreement) have been issued and are outstandingOption Plans); and (ii) five hundred thousand (500,000) 15,000,000 shares of preferred stock, $1.00 par value $0.001 per share, of the Company, of which no shares are outstanding as were issued or outstanding. As of the date Capitalization Date: (i) no shares of this AgreementCompany 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 of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. Company Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (iA) None none of the outstanding shares of Company Common Stock is are entitled or subject to any preemptive right, right of participation, right of maintenance participation or any similar right; (ii) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (iiiB) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, ; and (AC) the shares of Parent Common Stock issued in exchange for Company is not under any shares of Company Common Stock that are subject to a obligation or bound by any Contract pursuant to which 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, it may become subject 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 obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20, 2015 through the Agreement Date, each inclusive, the Company has 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) As Part 3.4(b) of August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following information Capitalization Date, including 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any 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 Agreementaward: (i) the name of the warrant holderholder thereof; (ii) the number of shares of Company Common Stock subject to such Company Warrantoption or other award; (iii) the exercise price of such Company Warrantgrant or issuance date; (iv) the date on which such Company Warrant was grantedany applicable vesting schedule; and (v) with respect to each Company Option, (A) the applicable vesting schedule and the extent to which such Company Warrant is vested and exercisable as of the date of this Agreement; exercise price and (viiB) 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 ever grantedexpiration date. (dc) Except as set forth in Parts 2.3(b), 2.3(c3.4(a) or 2.3(d3.4(b) of the Company Disclosure Schedule Schedule, as of the Agreement Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iii) shareholder rights agreement, stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or 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; 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 the Company. (ed) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants Options and all outstanding shares of capital stock of each Subsidiary other securities of the Company have been issued and granted in compliance with with: (i) all applicable securities laws Laws and other applicable Legal Requirements, 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. (fe) All of the outstanding shares of capital stock of each of the Entities Company Subsidiaries identified as being held by the Company in Part 2.1(a)(i3.1(c) of the Company Disclosure Schedule are 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 or a wholly owned Subsidiary of the Company, 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) twenty-five million (25,000,000) shares of Company Common Stock, $.005 par value per share200,000,000 Shares, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount 57,364,623 Shares had been issued and were outstanding as of the date close of this Agreement) have been issued and are outstanding; business on August 24, 2017 and (ii) five hundred thousand (500,000) 10,000,000 shares of preferred stock, $1.00 par value per shareCompany Preferred Stock, of which no shares are outstanding as of the date of this Agreementoutstanding. All of the outstanding shares Shares and the outstanding equity interests of Company Common Stock the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares equity interests of the Company Common Stock is or any other Acquired Companies 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 there are no outstanding bonds, debentures, notes or other indebtedness of the Company or any other Acquired Company having a right to vote on any matters on which the holders of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor equity interests of the CompanyCompany or any other Acquired Companies have a right to vote, as applicable; and (iii) there is no Contract to which any Acquired Corporation Contract Company is bound 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 Company Common Stock. Upon consummation equity interests of the MergerAcquired Companies. No Acquired Company is under any obligation, (A) the shares of Parent Common Stock issued in exchange for or bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 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 equity interests of the date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company OptionAcquired Companies. (c) As of the date close of this Agreementbusiness on August 24, six hundred seventy-nine thousand, seven hundred twenty-three 2017: (679,723i) shares of Company Common Stock are 8,731,405 Shares were subject to issuance pursuant to Company Options granted and outstanding warrants to purchase Company Common Stock ("Company Warrants"). Part 2.3(c) of under 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; Equity Plan, (ii) the number of shares of Company Common Stock 1,755,424 Shares were subject to such issuance pursuant to Company Warrant; Restricted Stock Units granted and outstanding under the Company Equity Plan, (iii) the exercise price of such 86,850 Shares were subject to issuance pursuant to Company WarrantWarrants; (iv) the date on which such 221,674 Shares were reserved for future issuance under Company Warrant was granted; Equity Plan and (v) 1,611,041 Shares were reserved for future issuance under the applicable vesting schedule and Company ESPP. As of the extent to which such close of business on August 24, 2017, the weighted average exercise price of the Company Warrant is vested and exercisable Options outstanding as of the that 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 ever granted.was $42.74 (d) Except as set forth in Parts 2.3(bthis Section 3.3 and except for the Company Options, Company Restricted Stock Units and Company Warrants outstanding as of the date of this Agreement (and Shares issuable upon the exercise thereof), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is are no: (i) outstanding subscriptionshares of capital stock or other securities of the Company or any other Acquired Company; (ii) outstanding subscriptions, optionoptions, callcalls, warrant warrants or right 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 or any other Acquired Company, in each case other than derivative securities not issued by the Company or any other Acquired Company; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any other Acquired Company; (iiiiv) shareholder stockholder rights plan plans (or similar plan plans commonly referred to as a "“poison pill"”) or Contract Contracts under which the Company or any other Acquired Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (ivv) condition voting trusts or circumstance that may give rise other Contract to or provide which the Company is a basis for the assertion of a claim by any Person party with respect to the effect that such Person is entitled to acquire or receive any shares voting of capital stock or other securities of the Company. (e) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary of the Company 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 outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially 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) twenty-five million (25,000,000) 75,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 32,751,356 shares (which amount does not materially differ from the amount including 170,420 shares of Company Restricted Stock) have been issued and are outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) 5,000,000 shares of preferred stockCompany Preferred Stock, $1.00 no par value per share, of which no shares have been issued or are outstanding as outstanding. The Company does not hold any shares of the date of this Agreementits capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As of the date of this Agreement, there There are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any Subsidiary of the other Acquired Corporations. (i) Company. None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there . There is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 Company Common Stock. Part 3.3(a)(ii) of the 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 August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreement) , 1,279,851 shares of Company Common Stock are subject to issuance pursuant to Company Options (whether granted and outstanding options to purchase Company Common Stock. (Stock options granted by under the Company pursuant to the Company's stock option plans are referred to in this Agreement as "Company Options.") Option Plans or otherwise). Part 2.3(b)(i3.3(b)(i) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of August 31, 1998the date of this Agreement: (i) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Option was granted, if applicable; (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) whether the Company Option is intended to qualify as an “incentive stock option” under section 422 of the Code; (vii) the applicable vesting schedule schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (viiviii) the date on which such Company Option expires. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company and all other applicable Legal Requirements, the per share exercise price of each Company Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with generally accepted accounting principles in the United States in the financial statements (including the related notes) of the Company. The Company has delivered Made Available to Parent accurate and complete copies of all stock option and equity-based compensation plans pursuant to which any of the Company Acquired Corporations has ever granted stock options options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) currently outstanding or exercised since January 1, 2004, and the form forms of all stock option equity-based award agreements evidencing such options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise). There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option. (c) As of the date of this Agreement, six hundred seventy170,420 shares of Company Restricted Stock have been issued or are outstanding. Part 3.3(b)(ii) of the Disclosure Schedule sets forth the following information with respect to each share of Company Restricted Stock outstanding as of the date of this Agreement: (A) the particular Company Option Plan or non-nine thousandplan arrangement pursuant to which such share of Company Restricted Stock was issued, seven hundred twenty-three if applicable; (679,723B) the name of the holder thereof; (C) the number of shares of Restricted Company Stock held by such holder; (D) the date on which such Company Restricted Stock was issued; and (E) the applicable vesting schedule, and the extent to which such Restricted Company Stock is vested as of the date of this Agreement. As of the date of this Agreement, Company Restricted Stock Units covering 10,050 shares of Company Common Stock are subject to issuance pursuant to outstanding warrants to purchase Company Common Stock ("Company Warrants")outstanding. Part 2.3(c3.3(b)(iii) of the Company Disclosure Schedule sets forth the following information with respect to each Company Warrant Restricted Stock Unit outstanding as of the date of this Agreement: (i1) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (2) the name of the warrant holderholder thereof; (ii3) the number of shares of Company Common Stock subject to covered under such outstanding Company WarrantRestricted Stock Unit held by such holder; (iii) the exercise price of such Company Warrant; (iv4) the date on which such Company Warrant Restricted Stock Unit was granted; and (v5) the applicable vesting schedule schedule, and the extent to which such Restricted Company Warrant Stock Unit is 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 ever granted. (dc) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there There is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may (given the lapse of time or the satisfactions of conditions therein or otherwise) become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (iii) shareholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company Acquired Corporations is or may (given the lapse of time or the satisfaction of conditions therein or otherwise) 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 provides 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 CompanyAcquired Corporations. (ed) All outstanding shares of Company Common Stock, all outstanding Company Optionsoptions, all outstanding Company Warrants equity-based compensation awards (whether payable in equity, cash or otherwise) and all outstanding shares of capital stock of each Subsidiary other securities of the Company Acquired Corporations have been issued and granted in compliance with with: (i) all applicable securities laws laws, the Code and all other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (fe) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and free of preemptive rights and are owned beneficially 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) twenty-five million (25,000,000) 100,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 42,243,979 shares (which amount does not materially differ from the amount were issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) 17,801,205 shares of preferred stockPreferred Stock, $1.00 0.001 par value per shareshare (“Preferred Stock”), of which 12,801,205 are designated Company Series A Preferred Stock, none of which were issued and are outstanding as of the date of this Agreement. Other than the outstanding Company Series A Preferred Stock specified in the preceding sentence, there are no shares are of Preferred Stock outstanding as of the date of this Agreement. All of the outstanding 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. As Except as set forth in Part 2.3(a)(i) of the date Disclosure Letter, the Company does not hold any shares of this Agreement, there its capital stock in its treasury. There are 1,151,109 no shares of Company Common Stock or Company Series A Preferred Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. . Except as set forth in Part 2.3(a)(ii) of the Disclosure Letter: (i) None none of the outstanding shares of Company Common Stock or Company Series A Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock or Company Series A Preferred Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Series A Preferred Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 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 August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding 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. Stock (Stock options whether granted by the Company pursuant to the Company's stock option plans 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)(i2.3(b) of the Company Disclosure Schedule Letter sets forth the following information with respect to each Company Option outstanding as of August 31, 1998the date of this Agreement: (iA) the particular plan Option Plan (if any) pursuant to which such Company Option was granted; (iiB) the name of the optionee; (iiiC) the number of shares of Company Common Stock subject to such Company Option; (ivD) the exercise price of such Company Option; (vE) the date on which such Company Option was granted; (viF) the applicable vesting schedule schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (viiG) 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 Company Acquired Corporations has ever granted stock options options, and the form forms of all stock option agreements evidencing such options. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option. (c) As of the date of this Agreement, six hundred seventy-nine thousand, seven hundred twenty-three (679,723) 1,506,204 shares of Company Common Series A Preferred Stock are subject to issuance pursuant to outstanding warrants to purchase Company Common Stock ("Company Warrants")warrants. Part 2.3(c) of the Company Disclosure Schedule Letter sets forth the following information with respect to each Company Warrant outstanding as of the date of this Agreementsuch warrant: (iA) the name of the warrant holderholder of such warrant; (iiB) the number of shares of Company Series A Preferred Stock subject to such warrant and the number of shares of Company Common Stock subject to issuable upon conversion of such shares of Company WarrantSeries A Preferred Stock; (iiiC) the exercise price of such Company Warrantwarrant; (ivD) the date on which such Company Warrant warrant was granted; (v) the applicable vesting schedule and the extent to which such Company Warrant is vested and exercisable as of the date of this Agreementissued; and (viiE) the date on which such Company Warrant warrant expires. The Company has delivered At the Effective Time, each outstanding warrant to Parent accurate and complete copies purchase shares of all agreements, certificates and other documents evidencing all warrants which capital stock of the Company has ever grantedshall be automatically cancelled and shall cease to exist. (d) Except as set forth in Parts Part 2.3(b), 2.3(c) or 2.3(dPart 2.3(c) of the Company Disclosure Schedule Letter, as of the date of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or 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 CompanyAcquired Corporations. (e) All outstanding shares of Company Common Stock, all outstanding Company Optionsoptions, all outstanding Company Warrants warrants and all outstanding shares of capital stock of each Subsidiary other securities of the Company Acquired Corporations have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (f) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are 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 Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 100,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 0.001 par value per share, of which no 37,381,413 shares are outstanding as of the date of this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, of which 780,000 have been designated as Class A Redeemable Convertible Preferred Stock, $0.001 par value per share, of which no shares of Company Preferred Stock or Class A Redeemable Convertible Preferred Stock are outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As None of the date of this Agreement, there are 1,151,109 API Corporations (other than the Company) holds any shares of Company Common Stock held in treasury by the Company and no or any rights to acquire shares of stock held in treasury by any of the other Acquired CorporationsCompany Common Stock. (b) Except as set forth in Part 2.5(b) of the Company Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture (other than the Company Restricted Stock), right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation 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 Company Common Stock. Upon consummation None of the MergerAPI Corporations is under any obligation, (A) the shares of Parent Common Stock issued in exchange for or is bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 Company Common StockStock or other securities, except for the Company’s right to repurchase or reacquire shares of Company Restricted Stock held by an employee of the Company upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. (bc) As of August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreement: (i) 1,939,235 shares of Company Common Stock are subject to issuance pursuant to outstanding options Company Options; (ii) 43,280 shares of Company Restricted Stock are subject to purchase vesting after the date of this Agreement; and (iii) 266,095 shares of Company Common Stock. (Stock options are reserved for future issuance pursuant to equity awards not yet granted by under the Company pursuant Option Plans. (d) The Company has delivered or Made Available to the Company's stock option plans are referred to in this Agreement as "Company Options.") Part 2.3(b)(i) of the Company Disclosure Schedule Parent a complete and accurate list that sets forth the following information with respect to each Company Option Equity Award outstanding as of August 31, 1998the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Company Option Equity Award was granted; (ii) the name of the optioneeholder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, Company Restricted Stock, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company OptionEquity Award; (v) the date on which per share exercise price (if any) of such Company Option was grantedEquity Award; (vi) the applicable vesting schedule schedule, and the extent to which such Company Option Equity Award is vested and exercisable as of the date of this Agreementexercisable, if applicable; and (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 expiresis 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 Restricted Stock, the dates on which shares of Company Common Stock with respect to such Company Restricted Stock, are scheduled to vest. The Company has delivered or Made Available to Parent accurate and complete copies of all stock option equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company has ever granted stock options Company, and the form forms of all stock option agreements evidencing such optionsCompany 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 no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentional or otherwise). There are no commitments outstanding or agreements authorized stock appreciation, phantom stock, profit participation or similar rights or similar equity-based awards with respect to any of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company OptionAPI Corporations. (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 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 ever granted. (de) Except as set forth in Parts 2.3(bSections 2.5(a), 2.3(c2.5(c) and 2.5(d), or 2.3(d) as permitted from and after the date of the Company Disclosure Schedule this Agreement pursuant to Section 4.2, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAPI Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAPI Corporations or that has the right to vote on any matter on which the stockholders of the Company have the right to vote; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Company API 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 would reasonably be expected to 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 CompanyAPI Corporations. All outstanding warrants or similar rights to acquire any shares of the capital stock or other securities of any of the API Corporation allow for assumption by Parent as set forth in Section 1.5(d) of this Agreement in accordance with their terms. (ef) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary options and other Company Equity Awards and other securities of the Company API Corporations, have been issued and granted in compliance with in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (fg) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are 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 Encumbrances, other than restrictions under applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million 266,500,000 Shares, of which 131,880,176 Shares had been issued and were outstanding as of the close of business on May 4, 2023 (25,000,000the “Capitalization Date”); and (ii) 33,333 shares of Company Common Preferred Stock, $.005 par value per shareof which (x) 12,575 are designated as Series O Preferred Stock, none of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount were issued and outstanding as of the date Capitalization Date, (y) 4,500 are designated as Series X Preferred Stock, 3,047 of this Agreement) have which had been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are were outstanding as of the date Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of this Agreementwhich had been issued and were outstanding as of the Capitalization Date. As of the Capitalization Date, no Shares were held by the Company in its treasury. All of the outstanding Shares and outstanding shares of Company Common Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As The Company owns all of the date authorized and outstanding capital stock of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporationsits Subsidiary. (b) (i) None of the outstanding shares of capital stock of the Company Common Stock is 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 Company Common Stock is are subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; 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 Company Common Stock. Upon consummation capital stock of the MergerCompany to which the Company is a party. The Company is not under any obligation, (A) the shares of Parent Common Stock issued in exchange for or bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 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 capital stock of the date Company. The Shares constitute the only outstanding class of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the Company pursuant to the Company's stock option plans are referred to in this Agreement as "Company Options.") Part 2.3(b)(i) securities of the Company Disclosure Schedule sets forth registered under the following 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company OptionSecurities Act. (c) As of the date close of this Agreement, six hundred seventy-nine thousand, seven hundred twenty-three business on the Capitalization Date: (679,723i) shares of Company Common Stock are 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding warrants under the Company Equity Plans, (ii) 3,851,650 Shares were reserved for future issuance under Company Equity Plans, (iii) 830,600 Shares were reserved for future issuance under the Company ESPP, (iv) 15,005,648 Shares were reserved for issuance under the 2022 Sale Agreement, (v) 169,014 Shares were subject to purchase Company Common Stock ("issuance upon exercise of the Company Warrants"), (vi) 30,470,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X Preferred Stock and (vii) 6,000,000 Shares were subject to issuance upon conversion of the outstanding shares of Series X1 Preferred Stock. Part 2.3(cSection 3.3(c) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, for each Company Option, the holder, applicable Company Equity Plan governing the Company Option, grant date, number of Shares subject to the Company Option, vesting schedule, exercise price and expiration date. Other than as set forth the following information in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation, restricted stock, restricted stock units or similar rights or equity-based awards with respect to each any 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 Entity to which such Company Warrant Entity is vested and exercisable as of the date of this Agreement; and (vii) the date on a party or by 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 ever grantedEntity is bound. (d) Except as set forth in Parts 2.3(b)this Section 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, 2.3(c) or 2.3(d) Company Warrants and shares of Company Preferred Stock outstanding as of the Company Disclosure Schedule Capitalization Date, there is are no: (i) outstanding subscriptionshares of capital stock of or other securities of any Company Entity; (ii) outstanding subscriptions, optionoptions, callcalls, warrant warrants or right 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 Company Entity, in each case other than derivative securities not issued by the CompanyCompany Entities; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Companyany Company Entity; or (iiiiv) shareholder stockholder rights plan plans (or similar plan plans commonly referred to as a "“poison pill"”) or Contract Contracts under which the any Company Entity 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 the Company. (e) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary of the Company 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 outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The As of the close of business on July 12, 2018, the authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 25,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 7,500,275 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) 5,000,000 shares of preferred stock, $1.00 par value per shareCompany Preferred Stock, of which no shares have been issued or are outstanding as outstanding. The Company holds 1,740 shares of its capital stock in its treasury, and none of the Company Entities (other than the Company) holds any shares of Company Common Stock or any rights to acquire shares of Company Common Stock. From the close of business on July 12, 2018 to the date of this Agreement, there have been no issuances by the Company of shares of capital stock or voting securities of, or other equity interests in, the Company, other than the issuance of Company Common Stock: (A) upon the exercise of Company Warrants; or (B) upon the vesting or settlement of Company RSUs, in each case, that were outstanding at the close of business on July 12, 2018 and in accordance with their terms in effect at such time. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As . (b) Part 2.3(b) of the Company Disclosure Schedule sets forth, as applicable, as of the date of this AgreementAgreement (i) the number of outstanding Company Warrants, there are 1,151,109 the number of shares of Company Common Stock held in treasury by subject thereto and the expiration date thereof, and (ii) the number of outstanding Company and no RSUs, the number of shares of stock held in treasury by any of Company Common Stock subject thereto or issuable upon settlement thereunder, the other Acquired Corporationsgrant dates and vesting schedule. (ic) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance repurchase or forfeiture or any similar right; (ii) none . None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there . There is no Acquired Corporation 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 Company Common StockStock or any securities of any Significant Subsidiary of any Company Entity. Upon consummation None of the MergerCompany Entities is under any obligation, (A) the shares of Parent Common Stock issued in exchange for or is bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 Company Common Stock or other securities. (d) As of the close of business on July 12, 2018, no shares of Company Common Stock constitute Company Restricted Stock. (be) As Except as set forth in Section 2.3(a), Section 2.3(b), Section 2.3(d) or in Part 2.3(b) or 2.3(e) of August 31the Company Disclosure Schedule, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any 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 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 ever granted. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) granted or issued by any Company Entity to acquire any shares of the capital stock or other securities of any of the CompanyCompany Entities; (ii) outstanding security, instrument or obligation of a Company Entity that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyCompany Entities; (iii) shareholder outstanding or authorized stock appreciation rights, phantom stock, profit participation or similar rights or equity-based awards issued in each case by a Company Entity with respect to any of the Company Entities; or (iv) stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company Entities 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 the Company. (ef) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary other securities of the Company Entities (including under the Company Equity Plan), have been issued and granted in compliance with in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts, except where the failure to be so issued and granted, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. As of July 12, 2018, 759,884 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Company Equity Plan. (fg) All of the outstanding shares of capital stock of or other equity securities of, or other ownership interests in, each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and, in the case of corporate Subsidiaries, nonassessable, and nonassessable such shares, securities or interests are free of preemptive rights and are owned beneficially and of record by the CompanyCompany (other than: (i) as expressly set forth in Part 2.3(g) of the Company Disclosure Schedule; and (ii) with respect to those Subsidiaries of the Company organized under the laws of foreign jurisdictions where shares of capital stock or other equity securities or ownership interests 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(g) of the Company Disclosure Schedule), free and clear of any EncumbrancesEncumbrances (other than restrictions on transfer imposed by applicable securities laws).

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million 18,000,000 Shares (25,000,000including Company Restricted Shares), of which 11,509,269 Shares were issued and outstanding and no Shares were issued and held in the treasury of the Company, in each case, as of the close of business on January 15, 2015; and (ii) 1,000,000 shares of Company Common Preferred Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which no shares (which amount does not materially differ from the amount 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) have been , the Company has not issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stockcapital stock or other securities of the Company, $1.00 par value per shareother than upon the exercise of Company Options or the vesting or settlement of Company Stock Awards, of which no shares are in each case, outstanding as of the date close of this Agreementbusiness on January 15, 2015, pursuant to the terms of such Company Options or Company Stock Award. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (b) Except as set forth in Part 3.3(b) of the Company Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock 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 Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired 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 Company have a right to vote; (iv) there is no Acquired Corporation 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 Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 ContractShares. None of the Acquired Corporations is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Shares or other 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 date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Optionsecurities. (c) As of the date of this Agreement, six hundred seventy-nine thousand, seven hundred twenty-three (679,723) the Company has no shares of Company Common Stock are capital stock reserved for issuance, except for (i) 530,915 Shares subject to issuance pursuant to Company Options granted and outstanding warrants under the Company Equity Plans, and (ii) 175,000 shares of Series B Preferred Stock subject to purchase Company Common Stock issuance upon the exercise of rights issued pursuant to the Shareholder Rights Plan and ("Company Warrants"). Part 2.3(ciii) an indeterminate number of Shares subject to issuance pursuant to the ESPP as of February 28, 2015, the end of the current offer period under the ESPP. The Company Disclosure Schedule sets forth has made available to Parent or Parent’s Representatives in the following information with respect Data Room prior to each the date of this Agreement true and complete copies of the ESPP and all Company Warrant 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 (i) and any other stock award agreements to the name 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 all of the warrant holder; (ii) terms and conditions of 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 Equity Plan pursuant to which such it was issued. Part 3.3(c) of the Company Warrant is vested Disclosure Schedule contains a correct and exercisable 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 (if applicable), number of Shares 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 (vii) the date on Company Equity Plan under which such Company Warrant expires. The Option and Company has delivered to Parent accurate and complete copies of all agreements, certificates and other documents evidencing all warrants which the Company has ever Stock Award was granted. (d) All of the outstanding capital stock, ownership interests in and other securities of each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Part 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 Parts 2.3(b), 2.3(c) or 2.3(dPart 3.3(d) of the Company Disclosure Schedule 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 is no: (i) outstanding subscription, option, call, warrant warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance 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 any of the CompanyAcquired Corporations; (ii) outstanding security, instrument instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Company; Acquired Corporations or (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any 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; or (iv. Except as set forth in Part 3.3(e) condition or circumstance that may give rise to or provide a basis of the Company Disclosure Schedule and except for the assertion of Voting Agreements, there are no stockholder agreements, voting trusts or other agreements or understandings to which any Acquired Corporation is a claim by any Person party relating to the effect that such Person is entitled to acquire voting or receive disposition of any shares of the capital stock 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 (eor similar governing body) of any Acquired Corporation. All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary dividends or distributions on securities of the Company that have been issued and granted declared on or prior to the date of this Agreement have been paid in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contractsfull. (f) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially 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) twenty-five million (25,000,000) 100,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 23,205,154 shares (which amount does not materially differ from the amount including 462,949 shares of Company Restricted Stock) are issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) 5,000,000 shares of preferred stockCompany Preferred Stock, $1.00 par value $0.001 per share, of which no shares are outstanding as issued or outstanding. The Company holds 7,690,651 shares of Company Common Stock in its treasury, and none of the date Company Subsidiaries holds or has held any shares of this Agreementthe Company’s capital stock. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there . There is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 bound by any Contract under any obligation which it is or may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(ii) of the 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 August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreement: (i) 549,017 shares of Company Common Stock are subject to issuance pursuant to Company Options (whether granted and outstanding options to purchase under the Company Option Plans or otherwise); and (ii) 602,819 shares of Company Common Stock. (Stock options granted by the Company are reserved for future issuance pursuant to the Company's stock option plans are referred to in this Agreement as "Company Options.") ’s 2000 Employee Stock Purchase Plan (the “ESPP”). Part 2.3(b)(i3.3(b)(i) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of August 31, 1998the date of this Agreement: (iA) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Option was granted, if applicable; (iiB) the name of the optionee; (iiiC) the number of shares of Company Common Stock subject to such Company Option; (ivD) the exercise price of such Company Option; (vE) the date on which such Company Option was granted; (viF) whether the Company Option is intended to qualify as an “incentive stock option” under section 422 of the Code; (G) the applicable vesting schedule schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (viiH) the date on which such Company Option expires. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed by the Company and delivered to the recipient, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company and all other applicable Legal Requirements in all material respects, and the per share exercise price of each Company Option (other than options issued pursuant to the ESPP) was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date. The Company has delivered Made Available to Parent accurate and complete copies of all stock option and equity-based compensation plans pursuant under which any award remains outstanding or is subject to which the Company has ever granted stock options and the form accompanying forms of all stock option equity-based award agreements evidencing such options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) issuable under such plans. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option. (c) As of the date of this Agreement, six hundred seventy462,949 shares of Company Restricted Stock are issued and outstanding. Part 3.3(b)(ii) of the Disclosure Schedule sets forth the following information with respect to each share of Company Restricted Stock outstanding as of the date of this Agreement: (1) the particular Company Option Plan or non-nine thousandplan arrangement pursuant to which such share of Company Restricted Stock was issued, seven hundred twenty-three if applicable; (679,7232) the name of the holder thereof; (3) the number of shares of Company Restricted Stock held by such holder; (4) the date on which such Company Restricted Stock was issued; and (5) the applicable vesting schedule, and the extent to which such Company Restricted Stock is vested as of the date of this Agreement. As of the date of this Agreement, Company Restricted Stock Units covering 2,349 shares of Company Common Stock are subject to issuance pursuant to outstanding warrants to purchase Company Common Stock ("Company Warrants")issued and outstanding. Part 2.3(c3.3(b)(iii) of the Company Disclosure Schedule sets forth the following information with respect to each Company Warrant Restricted Stock Unit outstanding as of the date of this Agreement: (iu) the name of the warrant holderparticular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (iiv) an identifying grant number; (w) the number of shares of Company Common Stock subject to covered under such outstanding Company WarrantRestricted Stock Unit held by such holder; (iii) the exercise price of such Company Warrant; (ivx) the date on which such Company Warrant Restricted Stock Unit was granted; and (vy) the applicable vesting schedule schedule, and the extent to which such Company Warrant Restricted Stock Unit is 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 ever granted. (dc) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(dPart 3.3(b) of the Company Disclosure Schedule Schedule, as of the date of this Agreement, there is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that 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 (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or 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 the Company. (ed) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants Restricted Stock Units and all outstanding shares of capital stock of each Subsidiary other equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Company Acquired Corporations have been issued and granted in compliance with in all material respects with: (i) all applicable securities laws and all other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (fe) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and free of preemptive rights and are owned beneficially 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) twenty-five million (25,000,000) shares of Company Common Stock, $.005 par value per share100,000,000 Shares, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) 45,690,547 Shares have been issued and are outstandingoutstanding as of the close of business on October 7, 2021; and (ii) five hundred thousand (500,000) 5,000,000 shares of the Company’s preferred stock, $1.00 0.001 par value per share, of which no shares have been issued or are outstanding as of the date of this Agreementoutstanding. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, issued and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is 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 Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other Indebtedness of the Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Acquired Corporation 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 Shares. The Company Common Stock. Upon consummation of the Mergeris not under any obligation, (A) the shares of Parent Common Stock issued in exchange for nor is it bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 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 date of this Agreement) of Shares or other securities. The Company Common Stock are subject to issuance pursuant to constitutes the only outstanding options to purchase Company Common Stock. (Stock options granted by the Company pursuant to the Company's stock option plans are referred to in this Agreement as "Company Options.") Part 2.3(b)(i) class of securities of the Company Disclosure Schedule sets forth or any of its Subsidiaries registered under the following 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company OptionSecurities Act. (c) As of the date close of this Agreementbusiness on October 7, six hundred seventy-nine thousand, seven hundred twenty-three 2021: (679,723i) shares of Company Common Stock 7,415,095 Shares are subject to issuance pursuant to Company Stock Awards granted and outstanding warrants to purchase Company Common Stock ("Company Warrants"). Part 2.3(c) of under 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; Equity Plans and (ii) 5,543,480 Shares are reserved for future issuance under the number of shares of Company Common Stock subject to such Equity Plans and under the 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 vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Warrant expiresESPP Plan. The Company has delivered or made available to Parent accurate and complete or Parent’s Representatives copies of the Company Equity Plans covering the Company Stock Awards outstanding as of the Agreement Date and the forms of all agreementsagreements evidencing such Company Stock Awards Other than as set forth in this Section 4.4(c), certificates 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 Company. Each Company Stock Award was granted with an exercise price or initial per share price equal to or greater than the fair market value of the underlying Shares on the date of grant and other documents evidencing all warrants has a grant date identical to the date on which the Company has ever grantedBoard or compensation committee of the Company Board actually awarded the Company Stock Award. Each Company Stock Award qualifies for the tax and accounting treatment afforded to such Company Stock Award in the Company’s tax returns and the Company’s financial statements, respectively. (d) Except as set forth in Parts 2.3(b)this Section 4.4, 2.3(c) or 2.3(d) as of the Company Disclosure Schedule close of business on the Business Day immediately preceding the Agreement Date, there is are no: (i) outstanding subscriptionshares of capital stock, optionor other equity interest in, callthe Company or any of its Subsidiaries; (ii) outstanding subscriptions, warrant options, calls, warrants or right rights (whether or not currently exercisable) to acquire any shares of capital stock, restricted stock units, stock-based performance units or any other rights that 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 CompanyCompany or any of its Subsidiaries; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyCompany or any of its Subsidiaries; or (iiiiv) shareholder stockholder rights plan plans (or similar plan commonly referred to as a "“poison pill"”) or Contract Contracts under which the Company or any of its Subsidiaries 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 the Company. (e) All of the outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of or other voting securities of, or ownership interests in, each Subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirementsis owned by the Company, and (ii) all requirements set forth in applicable Contracts. (f) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issueddirectly or indirectly, fully paid and nonassessable and are owned beneficially and of record by the Companyrecord, free and clear of any Encumbrancesall Encumbrances and transfer restrictions, except for such Encumbrances and transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities laws.

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 35,000,000 shares of Company Common Stock, $.005 par value per share, of which, which 8,242,531 shares have been issued and are outstanding as of August 31May 1, 1998, 8,076,404 shares 1999 (which amount does not materially differ from the amount issued and number of shares outstanding as of the date of this Agreement) have been issued and are outstanding); and (ii) five hundred thousand (500,000) 5,000,000 shares of preferred stockPreferred Stock, $1.00 0.01 par value per share, of which no shares have been issued or are outstanding as outstanding. The Company does not hold any shares of the date of this Agreementits capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable, and were issued in compliance with all applicable Federal and state securities laws and other applicable Legal Requirements and all requirements set forth in applicable Contracts. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; and (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 The Company is not under any obligation 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. (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 date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any 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 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 ever granted. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or 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 (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 the Company. (e) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary of the Company 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 outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially 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) twenty-five million (25,000,000) shares of Company Common Stock, $.005 par value per share495,000,000 Shares, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount 115,331,648 Shares had been issued and were outstanding as of the date close of this Agreement) have been issued and are outstandingbusiness on January 18, 2018; and (ii) five hundred thousand (500,000) 5,000,000 shares of preferred stock, $1.00 par value per shareCompany Preferred Stock, of which no shares have been issued or are outstanding as of the date of this Agreementoutstanding. All of the issued and outstanding shares of Company Common Stock have been Shares are duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (ib) None of the outstanding shares equity interests of Company Common Stock is 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 Company Common Stock is , or are subject to any right of first refusal in favor of any Acquired Corporation. 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 Company; and (iii) there holders of equity interests of the Acquired Corporations have a right to vote. 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 Company Common Stock. Upon consummation equity interests of the MergerAcquired Corporations. No Acquired Corporation is under any obligation, (A) the shares of Parent Common Stock issued in exchange for or bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 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 equity interests of the date Acquired Corporations. The Shares constitute the only outstanding class of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the Company pursuant to the Company's stock option plans are referred to in this Agreement as "Company Options.") Part 2.3(b)(i) securities of the Company Disclosure Schedule sets forth registered under the following 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company OptionSecurities Act. (c) As of the date close of this Agreementbusiness on January 18, six hundred seventy-nine thousand, seven hundred twenty-three 2018: (679,723i) shares of Company Common Stock are 11,345,068 Shares were subject to issuance pursuant to Company Options granted and outstanding warrants under the Company Equity Plans; (ii) 3,077,336 Shares were subject to purchase issuance pursuant to Company Common Stock RSUs or Company PRSUs granted and outstanding under the Company Equity Plans; ("iii) 458,708 Shares of Company Warrants"Restricted Shares or Company Performance Restricted Shares were issued and outstanding under the Company Equity Plans; (iv) 9,337,390 Shares were reserved for future issuance under Company Equity Plans; and (v) 7,391,289 Shares were reserved for future issuance under the Company ESPP. As of the close of business on January 18, 2018, the weighted average exercise price of the Company Options outstanding as of that date was $31.53. Other than as set forth in this Section 3.3(c) and those Company Options, Company RSUs, Company Restricted Shares, Company PRSUs and Company Performance Restricted Shares issued since January 18, 2018 as expressly permitted by Section 5.2(b)(iii). Part 2.3(c, there is 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. (d) Section 3.3(d) of the Company Disclosure Schedule sets forth the following information with respect to each Company Warrant outstanding contains a true, correct and complete list, as of the date January 18, 2018, of this Agreement: (i) the name of the warrant holder; (ii) each holder of Company Options, Company RSUs, Company Restricted Shares, Company PRSUs and Company Performance Restricted Shares, the number of shares outstanding Company Options, Company RSUs, Company Restricted Shares, Company PRSUs and Company Performance Restricted Shares held by such holder, the grant date of Company Common Stock subject to each such Company Warrant; (iii) Option, Company RSU, Company Restricted Share, Company PRSUs and Company Performance Restricted Shares, the number of Shares such holder is entitled to receive upon the exercise price of each Company Option and the corresponding exercise price, the expiration date of each Company Option, the vesting schedule of each Company Option, Company RSU, Company Restricted Shares, Company PRSU and Company Performance Restricted Share and the Company Equity Plan pursuant to which each such Company Warrant; (iv) the date on which such Option, Company Warrant RSU, Company Restricted Share, Company PRSU and Company Performance Restricted Share was granted; (v) the applicable vesting schedule and the extent to which such Company Warrant is 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 ever granted. (d) Except as set forth in Parts 2.3(bthis Section 3.3, Company Options, Company RSUs, Company Restricted Shares, Company PRSUs and Company Performance Restricted Shares issued since January 18, 2018 as expressly permitted by Section 5.2(b)(iii) and any Shares issued upon exercise of Company Options or the settlement of Company RSUs outstanding as of the close of business on January 18, 2018 or issued since January 18, 2018 as expressly permitted by Section 5.2(b)(iii), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is are no: (i) outstanding subscriptionshares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, optionoptions, callcalls, warrant warrants or right 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 Companyany Acquired Corporation, in each case other than derivative securities not issued by an Acquired Corporation; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Companyany Acquired Corporation, in each case other than convertible or exchangeable securities not issued by an Acquired Corporation; or (iiiiv) shareholder stockholder rights plan plans (or similar plan plans commonly referred to as a "“poison pill"”) or Contract Contracts under which the Company any Acquired Corporation 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 the Company. (e) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary of the Company 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 outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially 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) twenty-five million (25,000,000) 100,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 15,371,121 shares (which amount does not materially differ from the amount were issued and outstanding as of the date of this Agreement; (ii) have been one (1) share of Company Class B Common Stock, which is not issued and are or outstanding; and (iiiii) five hundred thousand (500,000) 10,000,000 shares of preferred stock, $1.00 par value per shareCompany Preferred Stock, of which no shares are outstanding as issued or outstanding. As of the date of this Agreement. , (1) 1,384,576 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options, (2) 2,241,688 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants, and (3) the Company does not hold any shares of Company Common Stock in its treasury. (b) All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is entitled or subject to to, or was issued in violation of, any preemptive right, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) . To the knowledge of the Company, there is no Acquired Corporation Company Contract currently in effect relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of The Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 is not under any such Contract. None of the Acquired Corporations obligation, nor is under it bound by any obligation Contract to repurchaseacquire, redeem or otherwise acquire any outstanding shares of Company Common StockStock or other securities, except for the Company’s right to acquire restricted shares of Company Common Stock held by a Company Employee upon termination of such Company Employee’s employment. (bc) As Except for (i) the outstanding Company Options described in Section 2.2(a)(1) above and as set forth in Schedule 2.2(c)-1 of August 31the Company Disclosure Schedule and (ii) the outstanding Company Warrants described in Section 2.2(a)(2) above and set forth in Schedule 2.2(c)-2 of the Company Disclosure Schedule, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any 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 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 ever granted. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (iA) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) pursuant to a Contract to which the Company or any of its Subsidiaries is a party to acquire any shares of the capital stock or other securities of the CompanyCompany or any of its Subsidiaries; (iiB) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyCompany or any of its Subsidiaries; or (iiiC) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which the Company or any of its Subsidiaries 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 the Company. (ed) All outstanding shares Each share of Company Common Stock, all Stock outstanding immediately prior to the Effective Time that is restricted and not fully vested under any applicable restricted stock agreement or other Contract with the Company Options, all outstanding Company Warrants will become fully vested and all outstanding shares of capital stock of each Subsidiary unrestricted as of the Company 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 ContractsEffective Time. (f) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially 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) twenty-five million (25,000,000) 50,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 19,508,902 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this AgreementAgreement and all of which shares are owned by the LLC; and (ii) 23,241,098 shares of Company Converting Preferred Stock, all of which have been issued and are outstanding as of the date 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 of Company Common Stock and Company Converting Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As Except as identified in Part 2.3(a) of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock is or Company Converting Preferred Stock or any of the Interests are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is or Company Converting Preferred Stock or any of the Interests are subject to any right of first refusal in favor of the Companyrefusal; and (iii) there is no Acquired Corporation AAHoldings Entity Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation Stock or any of the MergerInterests. None of the AAHoldings Entities is under any obligation, (A) the shares of Parent Common Stock issued in exchange for or is bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 Company Common StockStock or Company Converting Preferred Stock or any of the Interests. Upon consummation of the Conversion, all of the Company Common Stock and Company Converting Preferred Stock shall be owned by the owners of the LLC identified on Schedule 2.3(a), and the LLC shall cease to exist. (b) As of August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding Except as of the date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the Company pursuant to the Company's stock option plans are referred to identified in this Agreement as "Company Options.") Part 2.3(b)(i2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of August 31Schedule, 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any 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 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 ever granted. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the CompanyCompany or any Interests in the LLC; (ii) outstanding security, instrument or obligation that 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; (iii) shareholder stockholder or member rights plan (or similar plan commonly referred to as a "poison pill") or 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 (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 the CompanyCompany or any Interests in the LLC. (ec) All outstanding Interests and outstanding shares of Company Common Stock, all outstanding Stock and Company Options, all outstanding Company Warrants Converting Preferred Stock and all outstanding shares of capital stock or membership interests of each Subsidiary of the Company LLC have been issued and granted in compliance with 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. (fd) All of the outstanding shares of capital stock of each or membership interests of the Entities identified in Part 2.1(a)(i2.1(a) of the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are owned 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, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 235,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 0.001 par value per share, of which no 104,801,264 shares are issued and 101,535,580 shares are outstanding as of the date close of this Agreementbusiness on the Reference Date; and (ii) 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. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, issued and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is 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 Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other Indebtedness of any Acquired Company having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Acquired Corporation 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 Shares. The Company Common Stock. Upon consummation of the Mergeris not under any obligation, (A) the shares of Parent Common Stock issued in exchange for nor is it bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 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 date of this Agreement) of Shares or other securities. The Company Common Stock are subject to issuance pursuant to constitutes the only outstanding options to purchase Company Common Stock. (Stock options granted by the Company pursuant to the Company's stock option plans are referred to in this Agreement as "Company Options.") Part 2.3(b)(i) class of securities of the Company Disclosure Schedule sets forth Acquired Companies registered under the following information Securities Act. Other than the Support Agreements, there are no Contracts (including any voting trusts) 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 commitments or agreements voting of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company OptionShares. (c) As of the date close of this Agreement, six hundred seventy-nine thousand, seven hundred twenty-three business on the Reference Date: (679,723i) shares of Company Common Stock 14,230,910 Shares are subject to issuance pursuant to outstanding warrants Company Options; (ii) 1,223,900 Shares are subject to purchase or otherwise deliverable in connection with outstanding time-vested Company Common Stock RSUs; ("iii) 0 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) 2,255,934 Shares are reserved for future issuance under the Company Equity Plan; and (v) 2,051,033 Shares are reserved for future issuance upon exercise of the Company Warrants"). Part 2.3(cSection 4.4(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Warrant outstanding contains a true, correct and complete list, as of the date close of this Agreement: business on the Reference Date, of (iA) the name of the warrant holder; each holder of Company Options, Company RSUs or Company Warrants, (iiB) the number of shares of Company Common Stock Shares subject to each such outstanding Company Option, Company RSU or Company Warrant, (C) the vesting schedule of each such Company Warrant; Option and Company RSU, (iiiD) 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; (iv) the date on which such Company Warrant was granted; (v) the applicable vesting schedule and the extent to which such Company Warrant is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Warrant expires. The Company has delivered or made available to Parent accurate and complete or Parent’s Representatives copies of all agreements, certificates and other documents evidencing all warrants which 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 ever grantedbeen 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 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 respect to the Acquired Companies. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(dSection 4.4(d) of the Company Disclosure Schedule Schedule, as of the Reference Date, there is no: are no (i) outstanding subscriptionshares of capital stock, optionor other equity interest in, callany Acquired Company, warrant (ii) outstanding subscriptions, options, calls, warrants, rights or right obligations (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other rights or obligations that 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; and (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is 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; (iii) shareholder . There is no stockholder rights plan (or similar plan commonly referred to as a "plan, “poison pill") ,” anti-takeover plan or Contract 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 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 the Companybound. (e) All of the outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of or other voting securities of, or ownership interests in, each Subsidiary of the Company have has been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirementsduly authorized, and (ii) all requirements set forth in applicable Contracts. (f) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, is fully paid and nonassessable 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 are is owned by the Company, directly or indirectly, beneficially and of record by the Companyrecord, free and clear of all Encumbrances and any Encumbrancesother restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests), except for such Encumbrances and restrictions of general applicability as may be provided under the Securities Act or other applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 345,000,000 shares of Company Common Stock, $.005 par value per shareof which 270,000,000 shares have been designated Company Class A Common Stock, of which, as of August 31, 1998, 8,076,404 which 47,168,505 shares (which amount does not materially differ from the amount are issued and outstanding as of the date close of this Agreement) business on the Measurement Date, and of which 75,000,000 shares have been designated Company Class B Common Stock, none of which are issued and are or outstanding; and (ii) five hundred thousand (500,000) 5,000,000 shares of preferred stockCompany Preferred Stock, $1.00 par value per share, none of which no shares are outstanding as of the date of this Agreementissued or outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock 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 Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and , (iii) there are no outstanding bonds, debentures, notes or other Indebtedness of any Acquired Company having a right to vote on any matters on which the stockholders of the Company have a right to vote and (iv) there is no Acquired Corporation 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 Company Common Stock. Upon consummation None of the MergerAcquired Companies is under any obligation, (A) the shares of Parent Common Stock issued in exchange for nor is there any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 Shares. The Shares constitute the only outstanding class of Company Common Stock. (b) As securities of August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding as any of the date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by Acquired Companies registered under the 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 Disclosure Schedule sets forth the following 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 optionsSecurities Act. There are no commitments or agreements Company Contracts or, to the knowledge of the Company, voting trusts with respect to the voting of any character to which Shares. All outstanding Shares have been offered and issued in compliance in all material respects with all applicable securities Laws, including the Company is bound obligating the Company to accelerate the vesting of any Company OptionSecurities Act and “blue sky” Laws. (c) As of the date close of this Agreement, six hundred seventy-nine thousand, seven hundred twenty-three business on the Measurement Date: (679,723i) shares of Company Common Stock 5,242,287 Shares 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 holderOptions; (ii) the number of shares of Company Common Stock 501,371 Shares are subject to such Company Warrantoutstanding RSUs (assuming applicable performance goals are satisfied at “target” levels); (iii) 8,500 Shares are estimated to be subject to outstanding purchase rights under 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 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 ever granted. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or 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 (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 the Company. (e) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary of the Company 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 outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances.ESPP

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 200,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 105,677,486 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, of which 1,500,000 have been designated as Series A Junior Participating Preferred Stock, $0.001 par value, of which no shares of Company Preferred Stock or Series A Junior Participating Preferred Stock have been issued and are outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As None of the date of this Agreement, there are 1,151,109 Alamo Corporations (other than the Company) holds any shares of Company Common Stock held in treasury by the Company and no or any rights to acquire shares of stock held in treasury by any of the other Acquired CorporationsCompany Common Stock. (b) Except as set forth in Part 2.3(b) of the Company Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture (other than the Company Restricted Stock), right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation 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 Company Common Stock. Upon consummation None of the MergerAlamo Corporations is under any obligation, (A) the shares of Parent Common Stock issued in exchange for or is bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 Company Common StockStock 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 or upon any other forfeiture of a vesting condition. (bc) As of August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreement: (i) 8,168,778 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Options; (ii) 2,041,774 shares of Company Common Stock. (Stock options granted by the Company are reserved for future issuance pursuant to the Company's stock option plans are referred to in this Agreement as Alamo 2001 Employee Stock Purchase Plan (the "Company OptionsESPP"); (iii) no shares of Company Restricted Stock are subject to vesting after the date of this Agreement; (iv) 4,191,536 shares of Company Common Stock are subject to issuance upon vesting of Company RSUs; and (v) 9,279,969 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Company Option Plans. (d) As of the date of this Agreement, 1,500,000 shares of Company Preferred Stock, designated as Series A Junior Participating Preferred Stock, are reserved for future issuance upon exercise of the rights (the "Company Rights") Part 2.3(b)(i) of issued pursuant to the Company Disclosure Schedule Rights Agreement. (e) The Company has delivered or Made Available to Parent a complete and accurate list that sets forth the following information with respect to each Company Option Equity Award outstanding as of August 31, 1998the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Company Option Equity Award was granted; (ii) the name of the optioneeholder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, Company Restricted Stock, Company RSU, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company OptionEquity Award; (v) the date on which per share exercise price (if any) of such Company Option was grantedEquity Award; (vi) the applicable vesting schedule schedule, and the extent to which such Company Option Equity Award is vested and exercisable as of the date of this Agreementexercisable, if applicable; and (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 expiresis 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 Restricted Stock or Company RSU, respectively, the dates on which shares of Company Common Stock with respect to such Company Restricted Stock or Company RSU, respectively, are scheduled to vest. The Company has delivered or Made Available to Parent accurate and complete copies of all stock option equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company has ever granted stock options Company, and the form forms of all stock option agreements evidencing such optionsCompany 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 no such grants involved any "back dating" or similar practices with respect to the effective date of grant (whether intentional or otherwise). There are no commitments outstanding or agreements authorized stock appreciation, phantom stock, profit participation or similar rights or similar equity-based awards with respect to any of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company OptionAlamo Corporations. (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 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 ever granted. (df) Except as set forth in Parts 2.3(bSections 2.3(a), 2.3(c) and 2.3(d), or 2.3(d) as permitted from and after the date of the Company Disclosure Schedule this Agreement pursuant to Section 4.2, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAlamo Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAlamo Corporations or that has the right to vote on any matter on which the stockholders of the Company have the right to vote; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Company Alamo 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 would reasonably be expected to 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 CompanyAlamo Corporations. (eg) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary options and other Company Equity Awards and other securities of the Company Alamo Corporations, have been issued and granted in compliance with in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (fh) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are 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 Encumbrances, other than restrictions under applicable securities laws.

Capitalization, Etc. (a) The entire authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 250,000,000 shares of Company Common Stockcommon stock, $.005 0.001 par value per share; and (ii) 116,000,000 shares of preferred stock, $0.001 par value per share, of whichwhich 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 August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement: (i) have been 72,557,485 shares of Company Common Stock issued and are outstanding; and (ii) five hundred thousand (500,000) 37,026,730 shares of preferred stock, $1.00 par value per share, Series A Preferred Stock issued and outstanding and; (iii) 74,382,633 shares of which no shares are outstanding as of the date of this AgreementSeries B Preferred Stock issued and outstanding. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 no shares of Company Common Capital Stock held in treasury by the Company and no shares of stock held in treasury 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 Disclosure Schedule: (i) None none of the outstanding shares of Company Common Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Capital Stock is subject to any right of first refusal in favor of the Company; and (iii) 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 granting any option or similar right with respect to), any shares of Company Common Capital Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 or bound by any contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Capital 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 date of this Agreement) , 5,527,850 shares of Company Common Stock are subject to reserved for future issuance pursuant to stock options granted and outstanding options to purchase under the Company's common stock option plans (the "Company Common Stock. Plans"), (Stock stock options granted by the Company pursuant to the Company's stock option plans 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)(i2.3(b) of the Company Acquired Corporation Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of August 31, 1998the date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iiiii) the number of shares of Company Common Stock subject to such Company Option; (iviii) the exercise price of such Company Option; (viv) the date on which such Company Option was granted; (viv) the applicable vesting schedule and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (viivi) the date on which such Company Option expires. The Company has delivered to Parent an accurate and complete copies copy 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company OptionPlans. (c) As of the date of this Agreement, six hundred seventy-nine thousand, seven hundred twenty-three (679,723) 19,265,176 shares of Company Common Stock are subject to reserved for future issuance pursuant to outstanding warrants to purchase Company Common Stock (the "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 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 an accurate and complete copies copy of the forms of all agreements, certificates and other documents evidencing all warrants which the Company has ever grantedsuch warrants. (d) Except as set forth in Parts 2.3(bPart 2.3(a), Part 2.3(b) and Part 2.3(c) or 2.3(d) of the Company Acquired Corporation Disclosure Schedule Schedule, as of the date of this Agreement there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) granted by the Company to acquire any shares of the capital stock Company Capital Stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock Company Capital Stock or other securities of the Company; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "poison pill") or 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 (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 Company Capital Stock or other securities of the Company. (e) All outstanding shares of Company Common Capital Stock, all outstanding Company Options, all outstanding warrants to purchase Company Warrants Common Stock and all outstanding shares of capital stock of each Subsidiary subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, Requirements and (ii) all requirements set forth in applicable Contracts. (f) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially 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) twenty-five million (25,000,000) 200,000,000 shares of Company Common Stock, $.005 par value per share, of which, as which (A) 26,266,494 shares of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount Company Common Stock had been issued and were outstanding as of March 16, 2012 (the date “Capitalization Date”) and (B) 672,608 shares of this Agreement) have been issued and are outstandingCompany Common Stock were held by the Company in its treasury as of the Capitalization Date; and (ii) five hundred thousand (500,000) 10,000,000 shares of preferred stockCompany Preferred Stock, $1.00 par value per share, of which 500,000 shares have been designated as Series A Junior Participating Preferred Stock and of which no shares are outstanding 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 date “Rights Agreement”). The Company has delivered or made available to Parent or its counsel copies of this Agreement. 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 of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenonassessable and free of preemptive rights. As Except for options, rights, securities, agreements, instruments, obligations and plans referred to in Section 2.3(b), including the Rights under, and as such term is defined in, the 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 1,151,109 no shares of Company Common Stock held in treasury by capital stock or other voting securities or equity interests of the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) 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 granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 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 date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any 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 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 ever granted. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other equity securities of the Company or any Subsidiary of the Company; (ii) stock appreciation right, redemption right, repurchase right, “phantom” stock right, performance units, interest in or right to the ownership or earnings of the Company or any of its Subsidiaries or other equity equivalent or equity-based awards or rights; (iii) outstanding security, instrument or obligation of the Company or any Subsidiary of the Company that 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 (iiiiv) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract 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; 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 the Company. (ed) All outstanding shares Section 2.3(d) of the Company Common Stock, all outstanding Company Options, all outstanding Company Warrants Disclosure Schedule sets forth a true and all outstanding shares of capital stock complete list of each Subsidiary of the Company, including its jurisdiction of formation. Except for the capital stock of, or other equity or voting interests in, its Subsidiaries, the Company have been issued and granted does not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture interest or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, 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 investment in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (f) any Person. All of the outstanding shares of capital stock or other equity interests of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are 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, free and clear of any Encumbrancesencumbrances. (e) The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) of 20,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 2,000,000 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares 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 of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal or similar right in favor of the CompanyCompany or any other Person; and (iii) there is no Acquired Corporation Contract Company contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the MergerThe Company is not under any obligation, (A) the shares of Parent Common Stock issued in exchange for or is bound by any shares of Company Common Stock that are subject to a Contract contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 Company Common StockStock or any other securities. (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 date of this Agreement) of Company Common Stock , there are subject to issuance pursuant to outstanding no options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any 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 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 ever granted. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract 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 (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 (A) any shares of capital stock or other securities of the Company, or (B) any portion of any Merger Consideration or other consideration payable in connection with the Merger (other than in respect of outstanding shares of Company Common Stock as set forth in Section 2.3(a)). (ed) All outstanding shares of Company Common Stockcapital stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary options, warrants and other securities of the Company 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 Contractscontracts. (f) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of (i) twenty-five million 37,500,000 shares of Class A Company Common Stock and (25,000,000ii) 12,500,000 shares of Class B Company Common Stock. As of the close of business on June 29, 2017 (the “Capitalization Date”): (i) 10,033,534 shares of Class A Company Common Stock were issued and 9,116,817 shares of Class A Company Common Stock were outstanding (which includes 246,167 shares of Company Common Stock, $.005 par value per share, Stock that were subject to unvested Company RSAs); (ii) 4,500,000 shares of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount Class B Company Common Stock were issued and outstanding as outstanding; (iii) 916,717 shares of Company Common Stock were held in the treasury of the date Company; (iv) 934,000 shares of this Agreement) have been issued and Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Incentive Plan (stock options granted by the Company pursuant to the Incentive Plan are outstandingreferred to collectively herein as “Company Options”); and (iiv) five hundred thousand (500,000) 1,138,005 shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of Company Common Stock were available for grant or issuance under the date of this AgreementIncentive Plan. All of the outstanding shares of Company Common Stock Stock, including each Company RSA, have been duly authorized and validly issued, and are fully paid and nonassessable. As All shares of Company Common Stock issuable upon exercise of a Company Option would be, if issued as of the date of this AgreementAgreement Date, there duly authorized, validly issued, fully paid and nonassessable. There are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. Company Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (iA) None none of the outstanding shares of Company Common Stock is are entitled or subject to any preemptive right, right of participation, right of maintenance participation or any similar right; (ii) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; and (iiiB) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right Table of Contents with respect to), any shares of Company Common Stock. Upon consummation of the Merger, ; and (AC) the shares of Parent Common Stock issued in exchange for Company is not under any shares of Company Common Stock that are subject to a obligation or bound by any Contract pursuant to which 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, it may become subject 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 obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. (b) As Part 3.4(b) of August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options Disclosure Schedule sets forth a correct and complete list of all Company Equity Awards outstanding as of the date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following information Capitalization Date, including 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any 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 AgreementEquity Award: (i) the name of the warrant holderholder thereof; (ii) the number of shares of Company Common Stock subject to such Company WarrantEquity Award; (iii) the exercise price of such Company Warrantgrant or issuance date; (iv) the date on which such Company Warrant was grantedany applicable vesting schedule; and (v) with respect to each Company Option, (A) the applicable vesting schedule and the extent to which such Company Warrant is vested and exercisable as of the date of this Agreement; exercise price and (viiB) 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 ever grantedexpiration date. (dc) Except as set forth in Parts 2.3(b3.4(a), 2.3(c3.4(b) or 2.3(d3.4(c) of the Company Disclosure Schedule Schedule, as of the Agreement Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to repurchase, redeem or otherwise acquire any shares of the capital stock or other securities of the CompanyCompany or any Company Subsidiary; (ii) outstanding security, instrument or obligation (including “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind) that 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 that otherwise give or may give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company Common Stock or equity securities of any Company Subsidiary; or (iii) shareholder rights agreement, stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Company 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 (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 the Company. (ed) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants Equity Awards and all outstanding shares of capital stock of each Subsidiary other securities of the Company have been issued and granted in compliance with with: (i) all applicable securities laws Laws and other applicable Legal Requirements, Laws; and (ii) all requirements set forth in applicable Company Contracts. (fe) All of the outstanding shares of capital stock of each of the Entities Company Subsidiaries identified as being held by the Company in Part 2.1(a)(i3.1(c) of the Company Disclosure Schedule are 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 or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws. (f) The aggregate consideration for the Company Common Stock, the Company Options and the Company RSAs, payable to the holders thereof under Article 1 and Article 2 as of the date of this Agreement and as of the Closing shall not exceed $283,101,540 (the “Aggregate Consideration”), which consists of amounts not to exceed (i) $267,413,000 with respect to holders of Company Common Stock, (ii) $10,765,200 with respect to holders of Company Options, and (iii) $4,923,340 with respect to Company RSAs; provided that the Company shall not be deemed to have breached this Section 3.4(f) (A) solely by virtue of proper exercises of Company Options outstanding as of the date of this Agreement in accordance with their terms, so long as the net effect of such exercises of Company Options does not increase the Aggregate Consideration or (B) to the extent there are changes to the relative portion of the Aggregate Consideration set forth in each of clauses (i), (ii) and (iii), so long as such changes do not increase the Aggregate Consideration. Table of Contents

Capitalization, Etc. (a) The authorized capital stock of the Company Cortech consists of: (i) twenty-five million (25,000,000) 50,000,000 shares of Company Cortech Common Stock, $.005 par value per share$0.002, of which, as of August 31November 30, 1998, 8,076,404 1997 18,523,918 shares (which amount does not materially differ from the amount were issued and outstanding as of the date of this Agreement) have been issued and are outstanding; no shares were held in its treasury, and (ii) five hundred thousand (500,000) 2,000,000 shares of preferred stockCortech Preferred Stock, $1.00 par value per share$0.002, none of which no shares are were issued and outstanding or held in its treasury as of the date of this AgreementNovember 30, 1997. All of the outstanding shares of Company Cortech Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of Except as set forth in the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. Cortech Disclosure Schedule: (i) None none of the outstanding shares of Company Cortech Common Stock is entitled or subject to any preemptive right, right of participationparticipation in future financings, right of maintenance to maintain a percentage ownership position, or any similar right; (ii) none of the outstanding shares of Company Cortech Common Stock is subject to any right of first refusal in favor of the CompanyCortech; and (iii) there is no Acquired Corporation Cortech Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Cortech Common Stock. Upon consummation None of the MergerCortech Corporations is under any obligation, (A) the shares of Parent Common Stock issued in exchange for or is bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 Company Cortech Common Stock or any other securities of any Cortech Corporation, other than the stockholder rights plan disclosed pursuant to Section 3.3(c) hereof. The authorized capital of Merger Sub consists of 100 shares of Common Stock, par value $.001 per share, 10 shares of which are issued and outstanding and are held beneficially, and of record, by Cortech. (b) As of August 31November 30, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of August 31, 19981997: (i) the particular plan 376,662 shares of Cortech Common Stock are reserved for future issuance pursuant to which such Company stock options granted and outstanding under Cortech's Amended and Restated 1986 Incentive Stock Option was granted; Plan, (ii) the name no shares of the optionee; Cortech Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Cortech's 1991 Non-employee Directors' Stock Option Plan, (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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any 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 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 ever granted. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or 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 (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 the Company. (e) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary of the Company 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 outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances.207,815

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 300,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) 2,000,000 shares of preferred stock, $1.00 0.01 par value per shareshare (“Company Preferred Stock”). As of 5:00 p.m. (California time) on January 11, 2024 (the “Company Listing Date”): (A) 86,917,171 shares of which Company Common Stock were issued and outstanding; (B) no shares are outstanding of Company Preferred Stock were issued and outstanding; and (C) 8,350,136 shares of Company Common Stock were held by the Company as of the date of this Agreementtreasury shares. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, issued and are fully paid and nonassessablenonassessable and free of any preemptive rights. As of the date of this Agreement, there There are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there ’s Subsidiaries. There is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation Except pursuant to Company Equity Plans and the agreements evidencing outstanding Company Equity Awards issued thereunder, none of the MergerAcquired Companies is under any obligation, (A) the shares of Parent Common Stock issued in exchange for or is bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit is, redeem or otherwise reacquire any shares of Company Common Stock willmay become, without any further act of Parentobligated, the Company or any other Person, become subject 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 Company Common StockStock or other securities of the Company. (b) As of August 31, 1998, 957,725 5:00 p.m. (California time) on the Company Listing Date: (i) 100,670 shares (which amount does not materially differ from the amount of Company Common Stock were subject to issuance pursuant to Company options granted and outstanding as of under the date of this AgreementCompany Equity Plans ( “Company Options”); (ii) 671,653 shares of Company Common Stock are subject to reserved for future issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the Company pursuant to the Company's ’s 2022 Employee Stock Purchase Plan (the “Company ESPP”); (iii) 1,346,526 shares of Company Common Stock were issuable upon settlement or vesting of outstanding Company restricted stock option plans are referred units (“Company RSUs”) (which includes any deferred stock units); (iv) no shares of Company Common Stock were subject to in this Agreement stock appreciation rights, whether granted under the Company Equity Plans or otherwise; (v) no Company Equity Awards were outstanding other than those granted under the Company Equity Plans; and (vi) 3,050,285 shares of Company Common Stock were reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Equity Plans. 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 OptionsOption." (c) Part 2.3(b)(i2.3(c) of the Company Disclosure Schedule accurately sets forth the following information with respect to each Company Option Equity Award outstanding as of August 31, 19985:00 p.m. (California time) on the Company Listing Date: (i) the particular plan Company Equity Plan (if any) pursuant to which such Company Option Equity Award was granted; (ii) the name identification number of the optioneeholder of such Company Equity Award; (iii) the number of shares of Company Common Stock subject to such Company OptionEquity 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); (iv) the exercise price (if any) of such Company OptionEquity Award; (v) the date on which such Company Option Equity Award was granted; (vi) the applicable vesting schedule schedule, and the extent to which such Company Option Equity Award is vested and exercisable as of the date of this Agreementand/or exercisable; and (vii) the date on which such Company Option Equity Award expires. The ; and (viii) if such 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 commitments or agreements of any character to which the Company Equity Award is bound obligating the Company to accelerate the vesting of any a Company Option, whether it is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. (cd) As of the date of this Agreement, six hundred seventy-nine thousand, seven hundred twenty-three Except (679,723x) shares of Company Common Stock are subject to issuance pursuant to outstanding warrants to purchase Company Common Stock ("Company Warrants"). as set forth in Sections 2.3(a) and 2.3(b) and in Part 2.3(c) of the Company Disclosure Schedule sets forth Schedule, (y) for changes since 5:00 p.m. (California time) on the following information with respect to Company Listing Date resulting from the exercise of Company Options or the vesting of Company RSUs, in each Company Warrant case, outstanding as of the date of this Agreement: Company Listing Date and in accordance with their terms and (z) as may be issued in compliance with Section 4.2(b)(ii): (i) the name Company does not have any shares of the warrant holdercapital stock or other equity interests outstanding; and (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 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 ever granted. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: no (iA) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Company; Acquired Companies, (iiB) outstanding security, instrument or obligation that 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 (iiiC) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which any of the Company is Acquired Companies is, or may become 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 the Company. (e) All outstanding shares of Company Common Stock, all outstanding Company Optionsoptions, all outstanding Company Warrants warrants, equity-based compensation awards (whether payable in equity, cash or otherwise) and all outstanding shares of capital stock of each Subsidiary other securities of the Company Acquired Companies have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable ContractsContracts to which the Company is a party. (f) All outstanding Company Options and Company RSUs were issued and granted in compliance with the Company Equity Plan and all applicable Legal Requirements. (g) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and validly issued and are validly issued, fully paid and nonassessable and free of preemptive rights (other than in favor of the Company or a wholly owned Subsidiary of the Company), and are owned beneficially and of record directly or indirectly by the CompanyCompany (except for de minimis equity interests held by a third party for local regulatory reasons), free and clear of any Encumbrances, other than Permitted Encumbrances and restrictions on transfer under applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) shares of Company Common Stock, $.005 par value per share90,000,000 Shares, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount 41,808,235 Shares had been issued and were outstanding as of the date close of this Agreement) have been issued and are outstandingbusiness on September 25, 2023 (the “Capitalization Date”); and (ii) five hundred thousand (500,000) 5,000,000 shares of preferred stock, $1.00 par value per shareCompany Preferred Stock, of which no shares are outstanding as of the date of this Agreementoutstanding. All of the outstanding shares of the capital stock of the Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. (b) All of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. As The Company owns all of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company authorized and no shares of outstanding capital stock held in treasury by any of the other Acquired CorporationsCompany’s Subsidiaries. (c) (i) None of the outstanding shares of Company Common Stock is 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 Company Common Stock is capital stock of the Acquired Corporations are subject to any right of first refusal in favor of the Companyany Acquired Corporation; 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 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 Company Common Stock. Upon consummation capital stock of the MergerAcquired Corporations. No Acquired Corporation is under any obligation, (A) the shares of Parent Common Stock issued in exchange for or bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company Common Stockregistered under the Securities Act. There are no voting trusts or other Contracts with respect to the voting of any Shares. (bd) As of August 31the close of business on the Capitalization Date: (i) 2,427,133 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, 1998(ii) 2,028,991 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, 957,725 shares (iii) 511,800 Shares were subject to issuance pursuant to Company PSUs granted and outstanding under the Company Equity Plans (assuming attainment of performance conditions measured at the target level of performance), (iii) 3,545,974 Shares were reserved for future issuance under Company Equity Plans and (iv) 8,016,812 Shares were reserved for future issuance in connection with any conversions of the Convertible Notes. Other than as set forth in this Section 3.3(d), 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 the Company. (e) Each Company Option (i) was granted in compliance with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which amount it was issued, (ii) has an exercise price per Share equal to or greater than the fair market value of a Share on the date of such grant, (iii) has a grant date identical to the date on which the Board of Directors or compensation committee thereof actually awarded such Company Option and (iv) does not materially differ from trigger any liability for the amount subject holder thereof under Section 409A of the Code. (f) 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 options any Subsidiary of the Company. (g) Except (y) as set forth in this Section 3.3 and (z) for Company Options, Company PSUs, Company RSUs and Convertible Notes outstanding as of the date of this Agreement) of Company Common Stock , there are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any 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 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 ever granted. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (i) outstanding subscriptionshares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, optionoptions, callcalls, warrant warrants or right 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 Companyany Acquired Corporation, in each case other than derivative securities not issued by an Acquired Corporation; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Companyany Acquired Corporation; or (iiiiv) shareholder stockholder rights plan plans (or similar plan plans commonly referred to as a "“poison pill"”) or Contract Contracts under which the Company any Acquired Corporation 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 the Company. (eh) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary of the Company 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 outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(iSection 3.3(h) of the Company Disclosure Schedule sets forth a listing of all Persons (either by name or employee identification number) who hold outstanding Company Equity Awards as of the close of business on September 21, 2023, indicating, with respect to each Company Equity Award, the number of Shares subject thereto (assuming, in the case of Company PSUs, the target level of performance), the date of grant, the vesting schedule, the per Share exercise price (if applicable), the expiration date and, with respect to Company incentive stock option (within the meaning of Section 422 of the Code) (the “Company Equity Awards Schedule”). The Company shall provide Parent with an updated Company Equity Award Schedule within three (3) business days prior to the anticipated Closing Date to reflect any changes occurring between the date of this Agreement and the applicable date of delivery. All Company Equity Awards are validly issuedevidenced by award agreements in the forms that have been provided to Parent. (i) All Convertible Notes were issued pursuant to, fully paid and nonassessable all terms and conditions of the Convertible Notes are owned beneficially and of record by evidenced by, the Company, free and clear of any EncumbrancesConvertible Notes Indentures.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) shares of Company Common Stock, $.005 par value per share500,000,000 Shares, of which, as of August 31, 1998, 8,076,404 which 81,678,821 shares (which amount does not materially differ from the amount are issued and outstanding as of the date close of this Agreement) have been issued and are outstandingbusiness on the Reference Date; and (ii) five hundred thousand (500,000) 25,000,000 shares of preferred stockCompany Preferred Stock, $1.00 par value per share, none of which no shares are issued and outstanding as of the date close of this Agreementbusiness on the Reference Date. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, issued and are fully paid and nonassessable. As None of the date outstanding Shares have been issued in violation of any preemptive rights, rights of first refusal or other similar rights. Except as set forth in this AgreementSection 2.3(a), there are 1,151,109 the Company has no other shares of Company Common Stock held in treasury by capital stock authorized. Since the Reference Date, the Company and no has not issued or granted any shares of stock held its capital stock, Company Equity Awards or other equity interests in treasury by any the Company, or securities convertible into or exchangeable for such capital stock, Company Equity Awards or other equity interests in the Company, other than (x) pursuant to the exercise, vesting and settlement of Company Equity Awards outstanding as of the other Acquired CorporationsReference Date in accordance with their terms as in effect as of the Reference Date, (y) Company Equity Awards issued in compliance with Section 4.3(b)(iii), or (z) in connection with conversions of the Company Convertible Notes. (b) (i) None of the outstanding shares of Company Common Stock Shares is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance maintenance, redemption right, repurchase right, anti-dilutive right or any similar right; , (ii) none of the outstanding shares of Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and , (iii) there are no outstanding bonds, debentures, notes or other Indebtedness of the Company (other than, upon conversion into Shares, the Company Convertible Notes) having a right to vote on any matters on which the Company Stockholders have a right to vote and (iv) there is no Acquired Corporation 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 Shares. The Company Common Stock. Upon consummation of the Mergeris not under any obligation, (A) the shares of Parent Common Stock issued in exchange for nor is it bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 Shares, other than pursuant to the Capped Call Confirmations. The Company Common StockStock constitutes the only outstanding class of securities of the Company or any Subsidiary of the Company registered under the Securities Act or the Exchange Act. There are no accrued and unpaid dividends with respect to any outstanding capital stock of the Company. (bc) As of August 31, 1998, 957,725 shares the close of business on the Reference Date: (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreementi) of Company Common Stock 5,881,600 Shares are subject to issuance pursuant to Company Options granted and outstanding options to purchase Company Common Stock. (Stock options granted by under the Company Equity Plans; (ii) 4,897,178 Shares are subject to or otherwise deliverable in connection with outstanding Company RSUs under Company Equity Plans, assuming a maximum number of shares to be issued under such Company RSUs; (iii) 1,179,210 Shares are subject to or otherwise deliverable in connection with outstanding Company PSUs under the Company Equity Plans, assuming a maximum number of shares to be issued under such Company PSUs; (iv) 1,886,666 Shares are reserved for future issuance under the Company ESPP; and (v) 4,180,469 Shares are reserved for issuance pursuant to the Company's stock option plans are referred to Indenture. Other than as set forth in this Agreement Section 2.3(c) and Section 2.3(b), as "Company Optionsof the close of business on the Reference Date, there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, performance-based restricted stock unit award, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Company." (d) Part 2.3(b)(iSection 2.3(d) of the Company Disclosure Schedule Letter accurately sets forth the following information with respect to each Company Option Equity Award outstanding as of August 31, 1998the close of business on the Reference Date: (iA) the particular plan Company Equity Plan (if any) pursuant to which such Company Option Equity Award was granted; (iiB) the name of the optioneeholder of such Company Equity Award; (iiiC) the number of shares of Company Common Stock subject to such Company OptionEquity Award (including, for Company Equity Awards subject to performance-based vesting requirements, both the target and the maximum number of shares of Company Common Stock); (ivD) the exercise price (if any) of such Company OptionEquity Award; (vE) the date on which such Company Option Equity Award was granted; (viF) the applicable vesting schedule (including any performance-based vesting requirements), and the extent to which such Company Option Equity Award is vested and/or exercisable (including achievement of any performance-based vesting requirements and exercisable as the number of shares of Company Common Stock vested due to the date achievement of this Agreementany performance-based vesting requirements); and (viiG) the date on which such Company Option Equity Award expires; and (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. The Company has delivered or made available to Parent accurate and complete or Parent’s Representatives copies of all stock option plans pursuant to which Company Equity Plans covering the Company has ever granted stock options Options, Company RSUs and the form of all stock option agreements evidencing such options. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company 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 PSUs outstanding as of the date of this Agreement: (i) , the name forms of the warrant holder; (ii) the number of shares of Company Common Stock subject to all stock option agreements evidencing such Company Warrant; (iii) Options, the exercise price forms of stock unit agreements evidencing such Company Warrant; (iv) RSUs and the date on which form of stock unit agreements evidencing such Company Warrant was granted; (v) the applicable vesting schedule and the extent to which such Company Warrant is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Warrant expiresPSUs. The Company has delivered or made available to Parent accurate and complete or Parent’s Representatives copies of all agreements, certificates and other documents evidencing all warrants which the Company has ever grantedESPP and applicable offering documents. (de) Except for the Company Convertible Notes, the Capped Call Transactions and as otherwise explicitly set forth in Parts 2.3(bSection 2.3(a) or Section 2.3(c), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is are no: (i) outstanding subscriptionshares of capital stock of, optionor other equity interest in, callthe Company; (ii) outstanding subscriptions, warrant options, calls, warrants, earnouts or right other rights (whether or not currently exercisable) to acquire or that obligate the Company or any Subsidiary of the Company to issue, any shares of capital stock, restricted stock units, stock-based performance units or any other rights that 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 or any Subsidiary of the Company; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any Subsidiary of the Company; or (iiiiv) shareholder stockholder rights plan plans (or similar plan commonly referred to as a "“poison pill"”) or Contract Contracts under which the Company or 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; or . (ivf) condition or circumstance that may give rise to or provide a basis for All of the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company is owned by the Company, directly or indirectly, beneficially and of record, free and clear of all Encumbrances and transfer restrictions, except for such Encumbrances and transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities Legal Requirements, and are duly authorized and validly issued and are fully paid and nonassessable. No outstanding capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company has been issued in violation of any preemptive rights, rights of first refusal or other similar rights. No Subsidiary of the Company has any outstanding or authorized any options or other rights to acquire from such Subsidiary, or any obligations to issue, any capital stock, voting securities, or securities convertible into or exchangeable for capital stock or voting securities of the Companysuch Subsidiary. (eg) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Equity Awards and other securities of the Company Warrants and all outstanding shares of capital stock of each or any Subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) Requirements in all requirements set forth in applicable Contractsmaterial respects. (fh) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(iSection 2.3(h) of the Company Disclosure Schedule are validly issued, fully paid Letter lists (i) (A) each Affiliated Practice and nonassessable indicates its jurisdiction of organization and are owned beneficially (B) each of the Affiliated Practice Owners and the amount and type of record equity interests held in each Affiliated Practice by each Affiliated Practice Owner and (ii) the states in which each Affiliated Practice Owner is licensed. Each of the Affiliated Practice Owners has executed a valid and effective securities transfer restriction agreement or substantially similar agreement which allows the Company or its Subsidiaries to effectuate the transfer of the equity interests in each Affiliated Practice to a licensed person designated by the Company. Since January 1, 2022, no Affiliated Practice Owner has had any medical license suspended, restricted, or revoked in any state. Each Affiliated Practice Owner owns all equity interests in the applicable Affiliated Practices free and clear of all Encumbrances and transfer restrictions, except for such Encumbrances and transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities laws or those contemplated under any Encumbrancesapplicable securities transfer restriction agreement.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 100,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 30,512,075 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstandingoutstanding as of the close of business on February 14, 2020 (the “Capitalization Date”); and (ii) five hundred thousand (500,000) 5,000,000 shares of preferred stock, $1.00 0.0001 par value per share, of which no shares have been issued or are outstanding as outstanding. The Company does not hold any shares of the date of this Agreementits capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there Companies. There is no Acquired Corporation 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 Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 Companies is under any obligation obligation, or is bound by any Contract (other than the Indenture) pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockStock or other securities. (b) As of August 31, 1998, 957,725 the Capitalization Date: (i) 1,924,547 shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Options; (ii) 547,514 shares of Company Common Stock. (Stock options granted by the Company are reserved for future issuance pursuant to the Company's ’s 2015 Employee Stock Purchase Plan (the “ESPP”); (iii) (A) 2,003,556 shares of Company Common Stock are subject to issuance and/or delivery pursuant to Company RSUs; and (B) up to 265,467 shares of Company Common Stock are subject to issuance and/or delivery pursuant to Company PSUs, assuming achievement of applicable performance criteria at maximum levels; (iv) no shares of restricted Company Common Stock are outstanding; (v) no shares of Company Common Stock are subject to stock option plans appreciation rights, whether granted under the Company Equity Plans or otherwise; (vi) no Company Equity Awards are referred outstanding other than those granted under the Company Equity Plans; and (vii) 1,101,899 shares of Company Common Stock are reserved for future issuance pursuant to in this Agreement as "future awards not yet granted under the Company Options.") Equity Plans. Part 2.3(b)(i2.3(b) of the Company Disclosure Schedule accurately sets forth the following information with respect to each Company Option Equity Award outstanding as of August 31, 1998the Capitalization Date: (i1) the particular plan Company Equity Plan (if any) pursuant to which such Company Option Equity Award was granted; (ii2) the name of the optioneeholder of such Company Equity Award; (iii3) the number of shares of Company Common Stock subject to such Company OptionEquity Award (including, for Company Equity Awards subject to performance-based vesting requirements, both the target and the maximum number of shares of Company Common Stock); (iv4) the exercise price (if any) of such Company OptionEquity Award; (v5) the date on which such Company Option Equity Award was granted; (vi6) the applicable vesting schedule schedule, and the extent to which such Company Option Equity Award is vested and exercisable as of the date of this Agreementand/or exercisable; and (vii7) the date on which such Company Option Equity Award expires; (8) if such Company Equity Award is a Company Option, whether it is intended to qualify as an “incentive stock option” (as defined in the Code) or a non-qualified stock option; (9) if such Company Equity Award is a Company RSU or Company PSU, whether such Company RSU or Company PSU is subject to Section 409A of the Code and the regulations and guidance thereunder (“Section 409A”); (10) if such Company Equity Award is a Company RSU or Company PSU, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule; and (11) whether the vesting of such Company Equity Award 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 Made Available to Parent accurate and complete copies of all stock option equity-based plans or, if not granted under an equity plan, such other Contract, pursuant to which the any stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock awards (including all outstanding Company has ever granted stock options Equity Awards, whether payable in equity, cash or otherwise) are currently outstanding, and the form forms of all stock option 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). There are The exercise price of each Company Option is no commitments or agreements 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 character to which related notes thereto) contained in the Company is bound obligating the Company to accelerate the vesting SEC Reports in accordance with GAAP, and no grants of any Company OptionOptions involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). (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 holderholder of such Warrant; (ii) the total number of shares of Company Common Stock that are subject to such Warrant and the number of shares of Company Common Stock subject with respect to which such Company WarrantWarrant is immediately exercisable; (iii) the exercise price of such Company Warrant; (iv) the date on which such Company Warrant was granted; (v) the applicable vesting schedule issued and the extent to which term of such Company Warrant is vested and exercisable as of the date of this AgreementWarrant; and (viiiv) the date on which exercise price per share of Company Common Stock purchasable under such Company Warrant expiresWarrant. The Company has delivered Made Available to Parent an accurate and complete copies copy of all agreements, certificates and other documents evidencing all warrants which the Company has ever grantedeach Warrant. (d) Except as set forth in Parts Part 2.3(b), ) and Part 2.3(c) or 2.3(d) of the Company Disclosure Schedule Schedule, there is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Companies; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Companies, other than the Convertible Notes; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract (other than the Indenture) 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 (iv) condition or circumstance that may give rise would reasonably be expected to or provide support a basis for the assertion of a successful 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 CompanyAcquired Companies. (e) As of the date of this Agreement, there was outstanding $80,500,000 aggregate principal amount of Convertible Notes. (f) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants Equity Awards and all outstanding shares of capital stock of each Subsidiary other securities of the Company Acquired Companies have been issued and granted granted, as applicable, in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts, except for immaterial non-compliance. (fg) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are 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 Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five six million (25,000,0006,000,000) shares of Company voting Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which four hundred fifty thousand (450,000) shares (which amount does not materially differ from the amount have been issued and are outstanding as of the date of this AgreementAgreement and (ii) four million (4,000,000) shares of non-voting Common Stock, of which two hundred and nine thousand eight hundred twenty-three (209,823) shares have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this Agreement. The update to Section 2.3(a) provided to Parent pursuant to Section 5.5. shall be accurate and complete as of the Closing Date. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As All outstanding shares of Company Common Stock 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. Part 2.3(a) of the Company Disclosure Schedule provides as of the date of this Agreement, there are 1,151,109 shares an accurate and complete description of Company Common Stock the terms of each repurchase option which is held in treasury by the Company and no to which any shares of capital stock held in treasury by any of the other Acquired Corporations. (i) Company is subject. None of the outstanding shares of the capital stock of the Company Common Stock is are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; right (ii) none whether pursuant to the articles of incorporation or bylaws of the outstanding shares of Company Common Stock is subject or any Acquired Corporation Contract or any statute to which any right of first refusal in favor of the Company; Acquired Corporations is subject) and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging pledging, transferring or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation the capital stock of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 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 Company Common Stockother than pursuant to restricted stock purchase agreements or stock option agreements providing for the repurchase of such securities at the original issue price of such securities, all of which are identified in Part 2.3(a) of the Company Disclosure Schedule. (b) As The Company has reserved seven hundred fifty thousand (750,000) shares of August 31Non-voting Common Stock for issuance under the Company Stock Option Plan, 1998, 957,725 of which options to purchase two hundred eighteen thousand eight hundred seventy-seven (218,877) shares (which amount does not materially differ from the amount subject to options are outstanding as of the date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the Company pursuant to the Company's stock option plans are referred to in this Agreement as "Company Options.") Part 2.3(b)(i2.3(b) of the Company Disclosure Schedule accurately sets forth the following information forth, with respect to each Company Option outstanding as of August 31, 1998: the date of this Agreement (whether vested or unvested): (i) the particular plan pursuant to which name of the holder of such Company Option was grantedOption; (ii) the name of the optionee; (iii) the total number of shares of Company Common Stock that are 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any 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 per share of Company Common Stock purchasable under 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 vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Warrant expiresOption. The Company has delivered to Parent accurate and complete copies of all agreements, certificates and other documents evidencing all warrants which Except for the Company has ever granted. (d) Except as set forth in Parts Options listed on Part 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiessecurities of the Company; 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 the Company (clauses (i) through (iv) above, collectively "Company Rights"). The Company has not issued any debt securities which grant the holder thereof any right to vote on, or veto, any actions by the Company. (e) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary of the Company 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. (fc) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) Subsidiaries of the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances. (d) The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company other than pursuant to restricted stock purchase agreements or stock option agreements providing for the repurchase of such securities at the original issuance price of such securities. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the COV and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company consists ofof 70,000,000 shares of Company Common Stock and 5,000,000 shares of Preferred Stock, par value $0.001 per share. As of April 18, 2012 (the “Capitalization Date”), 36,768,915 shares of Company Common Stock were issued and outstanding (inclusive of Company Restricted Stock Awards); and no shares of Preferred Stock were issued or outstanding. As of the Capitalization Date: (i) twenty-five million (25,000,000) no shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from Stock were held in the amount issued and outstanding as treasury of the date Company; (ii) 4,592,144 shares of this AgreementCompany 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 or otherwise are referred to collectively herein as “Company Options”); (iii) have been issued and are outstanding624,332 shares of Company Common Stock were subject to issuance pursuant to outstanding warrants to purchase Company Common Stock (the “Company Warrants”); and (iiiv) five hundred thousand (500,000) 117,911 shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of Company Common Stock were reserved for issuance pursuant to the date of this AgreementCompany’s 2000 Employee Stock Purchase Plan (the “ESPP”). All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) Company’s Subsidiaries. None of the outstanding shares of Company Common Stock is are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; Company and (iii) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 or bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockStock or other any other Equity Interest of such Acquired Corporation. (b) As Part 2.4(b) of August 31the Disclosure Schedule sets forth, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth Capitalization Date, the following information (as applicable) with respect to each Company Option outstanding as of August 31Option, 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any 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 and Company Restricted Stock Award outstanding as of the date of this AgreementCapitalization Date: (i) the name of the warrant holder; (ii) the number of shares of Company Common Stock subject to such Company Option or Company Warrant; (iii) the exercise price of such Company Option or Company Warrant; (iv) the date on which such Company Option or Company Restricted Stock Award was granted or on which such Company Warrant was grantedissued; (v) the applicable vesting schedule and the extent to which such Company Warrant Option or Company Restricted Stock Award is vested and to which such Company Option or Company Warrant is exercisable as of the Capitalization Date; (vi) the expiration date of this Agreement; and (vii) the date on which any such Company Warrant expiresOption or Company Warrant. The Company has delivered made available to Parent accurate and complete copies of (A) the Option Plans, which govern all agreements, certificates Company Options and other documents evidencing all warrants which Company Restricted Stock Awards granted by the Company has ever grantedthat are outstanding as of the Agreement Date, (B) the forms of all stock option agreements evidencing such options and (C) the forms of all Company Warrants. (dc) Except as set forth in Parts 2.3(b), 2.3(cSections 2.4(a) or 2.3(d2.4(b) above, and except for rights under the ESPP to purchase shares of Company Common Stock, as of the Company Disclosure Schedule Agreement Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that 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 (iii) shareholder rights agreement, stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or 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 (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 . There are no outstanding stock appreciation rights, security-based performance units, “phantom” stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment from an Acquired Corporation or other value from an Acquired Corporation based on the stock price performance of any of the Acquired Corporations (other than under the Option Plans). There are no outstanding bonds, debentures, notes, other indebtedness or securities of the Company having the right to vote (or, other than the outstanding Company Options and Company Warrants, convertible into or exchangeable for, securities having the right to vote) on any matters on which the Company’s stockholders may vote. (ed) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary other securities of the Company have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (fe) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are 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 or another wholly-owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities laws. (f) There are no stockholder agreements, voting trusts or other agreements or understandings to which any of the Acquired Corporations is a party relating to the voting or disposition of any shares of the capital stock of any Acquired Corporation or granting to any Person the right to elect, or to designate or nominate for election, a director to the Company Board.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 100,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 53,784,256 shares (which amount does not materially differ from the amount have been issued and are outstanding as of the date of this Agreement) , and of which 3,066,726 have been issued and are outstandingheld as treasury shares as of the date of this Agreement; and (ii) five hundred thousand (500,000) 10,000,000 shares of preferred stockPreferred Stock, $1.00 0.001 par value per share, of which no shares are outstanding issued and outstanding. Except as set forth in Part 2.3(a)(i) of the date Company Disclosure Schedule, the Company does not hold any shares of this Agreementits capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. . Except as set forth in Part 2.3(a)(ii) of the Company Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) 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 granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 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. Part 2.3(a)(iii) of the Company 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 August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreement: (i) 1,370,350 shares of Company Common Stock are subject to issuable upon the exercise of stock options granted and outstanding under the Company's 1998 Stock Incentive Plan; (ii) 4,461,032 shares of Company Common Stock are issuable upon the exercise of stock options granted and outstanding under the Company's 1999 Equity Incentive Plan; (iii) 3,233,535 shares of Company Common Stock are issuable upon the exercise of stock options granted and outstanding under the Company's 2000 Non-Officer Stock Plan; (iv) 1,916,833 shares of Company Common Stock are issuable upon the exercise of stock options granted and outstanding under the Guild.com, Inc. Stock Option Plan assumed by the Company in connection ▇▇▇▇ ▇▇▇ acquisition of Guild.com, Inc.; and (v) 1,662,500 shares of Company Common Stock are ▇▇▇▇▇▇▇▇ for issuance pursuant to outstanding options the Company's 1999 Employee Stock Purchase Plan (the "ESPP"). (Options to purchase shares of Company Common Stock. Stock (Stock options whether granted by the Company pursuant to the Company's stock option plans 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)(i2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of August 31, 1998the 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 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 any of the Company Acquired Corporations has ever granted stock options options, and the form forms of all stock option agreements evidencing such options. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option. (c) As of the date of this Agreement, six hundred seventy-nine thousand, seven hundred twenty-three (679,723) 928,636 shares of Company Common Stock are subject to reserved for 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 holderholder of such Company Warrant; (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 schedule, and the extent to which such Company Warrant is vested and exercisable as of the date of this Agreement; and (viivi) 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 ever grantedWarrants. (d) Except as set forth in Parts Part 2.3(b), 2.3(c) or 2.3(dPart 2.3(c) of the Company Disclosure Schedule Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that 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 (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "poison pill") or 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 the Company. (e) All outstanding shares of Company Common Stock, all outstanding Company Optionsoptions, all outstanding Company Warrants warrants and all outstanding shares of capital stock of each Subsidiary other securities of the Company 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. All shares of Company Common Stock, options, warrants and other securities of the Acquired Corporations repurchased or redeemed by any of the Acquired Corporations have been repurchased or redeemed 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 outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are 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 Encumbrances. (g) The board of directors and the stockholders of the Company have duly approved the October Reverse Stock Split.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 77,016,325 shares of Company Common Stock, $.005 0.01 par value per share(the “Company Common Stock”), of which, as of August 31, 1998, 8,076,404 which 1,912,634 shares (which amount does not materially differ from the amount have been issued and are outstanding as of the date of this Agreement; (ii) 63,993,763 shares of Preferred Stock, $0.01 par value, 21,388,357 of which have been designated “Series C-1 Preferred Stock,” of which 20,767,321 shares have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares outstanding as of preferred stockthe date of this Agreement, $1.00 par value per share, 7,949,214 of which no have been designated “Series C-2 Preferred Stock,” all of which shares have been issued and are outstanding as of the date of this Agreement, 34,656,192 of which have been designated “Series D Preferred Stock,” all of which shares have been issued and are outstanding as of the date of this Agreement. Each outstanding share of Series C-1 Preferred Stock is convertible into one share of Company Common Stock. Each outstanding share of Series C-2 Preferred Stock is convertible into one share of Company Common Stock. Each outstanding share of Series D Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock and Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As Part 2.3(a) of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. (b) The authorized share capital of the Subsidiary consists of 40,000 New Israeli Shekels (“NIS”) consisting of 4,000,000 ordinary shares of a nominal value of NIS 0.01 each (the “Subsidiary Ordinary Shares”), of which 1,000 shares of Subsidiary Ordinary Shares are issued and are outstanding all of which are held by the Company. (c) Part 2.3(c) of the Disclosure Schedule sets forth, with respect to each Company Option and each Company Warrant that is outstanding as of the date of this AgreementAgreement and each other right to acquire the Company’s or the Subsidiary’s capital stock or share capital (including any anti-dilution or similar rights) (each, there are 1,151,109 shares of a “Company Common Capital Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. Right”): (i) None the name of the outstanding shares holder of such Company Common Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar rightRight; (ii) none the total number of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) 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 granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 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 date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following 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) Capital Stock Right and the number of shares of Company Preferred Stock or Company Common Stock subject with respect to which such Company OptionCapital Stock Right is immediately exercisable (including the number of shares of such capital stock that are issuable on a net exercise basis if exercised immediately prior to the Effective Time of the Merger) ; (iii) the total number of vested shares for such Company Capital Stock Right (and any acceleration thereof as a result of the Merger); and (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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option. (c) As of the date of this Agreement, six hundred seventy-nine thousand, seven hundred twenty-three (679,723) shares per share 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 purchasable under 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 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 ever grantedCapital Stock Right. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or 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 (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 the Company. (e) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary of the Company 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 outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially 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) twenty-five one hundred million (25,000,000100,000,000) shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand million (500,0005,000,000) shares of preferred stock, $1.00 par value $.001 per share. As of August 25, 2003, 27,096,401 shares of which Company Common Stock were issued and outstanding and no shares are outstanding as of the date Company’s preferred stock were issued or outstanding. No shares of this Agreementcapital stock of the Company are held in the Company’s treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) Company’s Subsidiaries. None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; right (ii) none whether pursuant to the certificate of incorporation or bylaws of the outstanding shares of Company Common Stock is subject or any Acquired Corporation Contract or any statute to which any right of first refusal in favor of the Company; Acquired Corporations is subject) and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging pledging, transferring or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 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. (b) As of August 3125, 1998, 957,725 2003: (i) 52,625 shares (which amount does not materially differ from the amount of Company Common Stock were subject to issuance pursuant to stock options granted and outstanding as under the Company’s 1997 Stock Option Plan; (ii) 2,361,928 shares of Company Common Stock were subject to issuance pursuant to stock options granted and outstanding under the date of this AgreementCompany’s 1999 Stock Option Plan; (iii) 2,096,568 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding options to purchase under the Company’s 2000 Non-Qualified Stock Option Plan; and (iv) 637,500 shares of Company Common StockStock were reserved for future issuance pursuant to the Company’s 1999 Employee Stock Purchase Plan (the “Company ESPP”), 473,969 of which were subject to issuance pursuant to stock purchase rights granted and outstanding under the Company ESPP. (Stock options granted by the Company pursuant to the Company's stock option plans 1997 Stock Option Plan, the 1999 Stock Option Plan and the 2000 Non-Qualified Stock Option Plan are referred to in this Agreement collectively herein as "“Company Options."”) Part 2.3(b)(i2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of August 3127, 19982003: (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 AgreementAugust 27, 2003; 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 Company Options, and the standard form of all stock option agreements evidencing such options. There are no commitments or agreements of any character used to which evidence stock option grants under the Company is bound obligating stock option plans. The Company has not used any stock option agreements different from the standard form of stock option agreements used to evidence stock option grants under the Company stock option plans. Immediately prior to accelerate the vesting Effective Time, no more than an aggregate of any 4,784,000 shares of Company OptionCommon Stock shall have been issued upon exercise of Company Options during the Pre-Closing Period or shall be subject to issuance upon exercise of Company Options. (c) As of the date of this AgreementExcept for Company Options, 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 and stock purchase Company Common Stock ("Company Warrants"). Part 2.3(c) of rights under 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 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 agreementsESPP, certificates and other documents evidencing all warrants which the Company has ever granted. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or other than the Rights Agreement, any Contract under which any of the Company Acquired Corporations is or may become obligated to issue, deliver or sell or repurchase, redeem or otherwise issue acquire 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 CompanyAcquired Corporations ((i) through (iv) collectively, “Stock Rights”). (ed) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants Options and all outstanding shares of capital stock of each Subsidiary of the Company 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 outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially 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) twenty-five ten million (25,000,00010,000,000) shares Shares of Company Common Stock, $.005 par value $0.001 per share, of which, as of August 31, 1998, 8,076,404 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand million (500,0005,000,000) shares of preferred stockPreferred Stock, $1.00 par value $0.001 per share. As of the date hereof, 3,907,127 shares of which Company Common Stock have been issued and are outstanding and no shares of the Company’s Preferred Stock have been issued or are outstanding. Such Shares constitute all of the issued and outstanding shares of capital stock of the Company as of the date of this Agreementhereof. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there There are 1,151,109 shares of Company Common Stock no Shares held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) Company’s Subsidiaries. None of the outstanding shares of Company Common Stock Shares is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is right or subject to any right of first refusal in favor of the Company; Company and (iii) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 ContractShares. None of the Acquired Corporations Companies is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares Shares. All issued and outstanding Shares are free and clear of Company Common Stockany lien, charge, security interest, pledge, option, right of first refusal, voting proxy or other voting agreement, or encumbrance of any kind or nature. (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 date of this Agreementhereof: (i) 995,394 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock non-statutory stock options granted by and outstanding under the Company pursuant to the Company's stock option plans are referred to in this Agreement as "Company Options.") Part 2.3(b)(iset forth on Schedule 3.3(b) of the Company Disclosure Schedules (the “Company Option Plans”). Such Schedule 3.3(b) sets forth the following information with respect to each Company Option outstanding as of August 31, 1998the date of this Agreement: (i) the particular plan Company Option Plan pursuant to which such Company Option was granted; (ii) the name of the optioneeholder of such Option; (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 made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has ever granted stock options Options, and the form forms of all stock option agreements evidencing such options. There are no commitments or agreements of any character The Company Option Plans constitute all stock option plans pursuant to which the Company is bound obligating the has granted options to purchase shares of Company to accelerate the vesting of any Company OptionCommon Stock. (c) As of the date of this Agreement, six hundred seventy-nine thousand, seven hundred twenty-three (679,723Except as described in Section 3.3(a) shares of Company Common Stock are subject to issuance pursuant to outstanding warrants to purchase Company Common Stock ("Company Warrants"). Part 2.3(cand Section 3.3(b) and as set forth on Schedule 3.3(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 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 agreementsSchedules, certificates and other documents evidencing all warrants which the Company has ever granted. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock equity interests or other securities of any of the CompanyAcquired Companies; (ii) outstanding security, instrument or obligation that 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; (iii) shareholder rights agreement, stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or 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 (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 CompanyAcquired Companies ((i) through (iv) collectively, “Stock Rights”). (ed) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants Options and all outstanding shares of capital stock equity interests of each Subsidiary of the Company 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 outstanding shares of capital stock equity interests of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (aA) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 10,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 1,600,000 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this Agreement, and 165,906 are issuable upon conversion of the Convertible Notes immediately prior to the Effective Time. All of the outstanding shares of Company Common Stock have been and, as of the Effective Time, will be duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held Company. Except as set forth in treasury by any Part 2.3(a)(i) of the other Acquired Corporations. Company Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 The Company is not under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. No shares of Company Common Stock outstanding on the date of this Agreement are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company. (bB) As of August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreement: (i) 404,000 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. Stock (collectively, the "COMPANY OPTIONS"), 186,025 shares of which are subject to issuance pursuant to Company Options that are vested (assuming the consummation of the Merger); and (ii) 165,906 of Company Common Stock options granted are subject to issuance upon the conversion of convertible promissory notes made by the Company pursuant (the "CONVERTIBLE NOTES"), which Convertible Notes will be so converted immediately prior to the Company's stock option plans are referred to in this Agreement as "Company Options.") Closing. Part 2.3(b)(i) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of August 31, 1998the 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 price of such Company Option; (v) the date on upon which such Company Option was granted; and (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 Except as set forth in Part 2.3(b) of the Company Disclosure Schedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option. (c) As Option as a result 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")Merger or otherwise. Part 2.3(c2.3(b)(ii) of the Company Disclosure Schedule sets forth the following information with respect to each Company Warrant Convertible Note outstanding as of the date of this Agreement: (i) the principal of each such note; (ii) the name of the warrant note holder; (iiiii) the number of shares of Company Common Stock subject into which the note will be converted immediately prior to such Company Warrant; (iii) the exercise price of such Company WarrantClosing; (iv) the date on which such Company Warrant was grantedinterest rate and payment terms of the note; and (v) the applicable vesting schedule and the extent to date upon which such Company Warrant is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Warrant expiresnote was issued. The Company has delivered to Parent accurate and complete copies of all agreementsConvertible Notes. The warrants issued in connection with the financing arrangements contemplated by the Convertible Notes will automatically terminate as of the Effective Time, certificates and other documents evidencing all warrants which the no shares of Company has ever grantedCommon Stock (or Parent Common Stock) shall thereafter be issuable thereunder. (dC) Except as set forth in Parts 2.3(b), Part 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company from the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or 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 (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 from the Company any shares of capital stock or other securities of the Company. (eD) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants Options and all outstanding shares of capital stock of each Subsidiary of the Company Convertible Notes 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 outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (aA) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 1,200,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 1,000,000 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 par value per share, of which no shares are outstanding as of the date of this Agreement. All of the Company Common Stock is owned, beneficially and of record, only as set forth on Schedule 2.3 hereof. All of the outstanding shares of Company Common Stock have been and, as of the Effective Time, will be duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held Company. Except as set forth in treasury by any Part 2.3(a) of the other Acquired Corporations. Company Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the CompanyCompany or any other Person; and (iii) there is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 The Company is not under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. No shares of Company Common Stock outstanding on the date of this Agreement are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company. (bB) As of August 31, 1998, 957,725 shares (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreement) : 164,127 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. Stock (Stock options granted by collectively, the Company "COMPANY OPTIONS"), 38,201 shares of which are subject to issuance pursuant to Company Options that are vested (assuming and after giving effect to the Company's stock option plans are referred to in this Agreement as "Company Options.") consummation of the Merger). Part 2.3(b)(i) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of August 31, 1998the 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 price of such Company Option; (v) the date on upon which such Company Option was granted; and (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 Except as set forth in Part 2.3(b)(ii) of the Company Disclosure Schedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company OptionOption as a result of the Merger or otherwise. (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 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 ever granted. (dC) Except as set forth in Parts 2.3(b), Part 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the CompanyCompany from the Company or from the Principal Shareholder; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or 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 (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 from the Company or the Principal Shareholder any shares of capital stock or other securities of the Company. (eD) All outstanding shares of Company Common Stock, Stock and all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary of the 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. (f) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially 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) twenty-five million (25,000,000) 15,900,000 shares of voting Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 6,709,393 shares (which amount does not materially differ from the amount have been issued and are outstanding as of the date of this Agreement; (ii) 2,600,000 shares of non-voting Company Common Stock, of which 78,967 shares have been issued and are outstandingoutstanding as of the date of this Agreement; and (iiiii) five hundred thousand (500,000) 5,000,000 shares of preferred stock, $1.00 par value per shareCompany Preferred Stock, of which no 4,655,863 shares have been issued and are outstanding as of the date of this Agreement. As of the date of this Agreement, the Stated Value (as defined in the Certificate of Designations) of the Company Preferred Stock is $2.15 per share and each share of Company Preferred Stock is convertible into one share of Company Common Stock. Part 2.3(a)(i) of the Disclosure Schedule identifies each stockholder of the Company and the number of shares of each class of Company Capital Stock held by such stockholder. Except as set forth in Part 2.3(a)(ii) of the Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As Except as set forth in Part 2.3(a)(iii) of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. Disclosure Schedule: (i) None none of the outstanding shares of Company Common Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Capital Stock is subject to any right of first refusal or similar right in favor of the CompanyCompany or any other Person; and (iii) 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 granting any option or similar right with respect to), any shares of Company Common Capital Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 has the right or is under any obligation obligation, or is bound by any Contract pursuant to which it may have the right or become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockCapital Stock or any other securities. Part 2.3(a)(iv) of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of the shares of Company Capital Stock is subject. (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 date of this Agreement) , 2,497,110 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following accurate and complete information with respect to the holder, the vesting, the exercise price, the expiration date, the shares underlying and the tax status of 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. Except as set forth in Part 2.3(b)(ii) of the date on which such Disclosure Schedule, no Company Option expiresis held by a Person residing or domiciled outside of the United States. All outstanding Company Options were granted pursuant to the terms of the Company Option Plan. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which any of the Company Acquired Corporations has ever granted stock options options, and the form forms of all stock option agreements evidencing such options. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company 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 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 ever granted. (d) Except as set forth in Parts Part 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that 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 (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or 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 the Company. (ed) All outstanding shares of Company Common Stockcapital stock, all outstanding Company Optionsoptions, all outstanding Company Warrants warrants and all outstanding shares of capital stock of each Subsidiary other securities of the Company Acquired Corporations 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 applicable Material Contracts. (fe) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are 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 Encumbrances. (f) Except as set forth in Part 2.3(f) of the Disclosure Schedule, none of the Acquired Corporations has ever repurchased, redeemed or otherwise reacquired any shares of Company Capital Stock or other securities of any Acquired Corporation, other than Company Options forfeited by Acquired Corporation Employees in connection with the termination of an Acquired Corporation Employee’s employment with an Acquired Corporation. All securities so reacquired by the Company or any other Acquired Corporation were reacquired in compliance with (i) all applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (g) All of the information contained in the Closing Payment Schedule will be complete and accurate immediately prior to the Effective Time (after giving effect to all exercises of Company Options prior to the Effective Time).

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 5,000,000 shares of Company Common Stock, $.005 0.01 par value per share, of which, as of August 31, 1998, 8,076,404 which 598,734 shares (which amount does not materially differ from the amount have been issued and are outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) 5,000,000 shares of preferred stockPreferred Stock, $1.00 .01 par value per share, of which no shares have been issued or are outstanding as of the date of this Agreementoutstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. . Except as set forth in Part 2.3(a) of the Company Disclosure Schedule: (i) None none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) 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 granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject to the restrictions, conditions and other provisions contained in such Contract, and (Biv) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None none of the Acquired Corporations is under any obligation 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. (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 date of this Agreement: (i) 80,704 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase shares of Company Common Stock or existing contractual obligations to issues shares of Company Common Stock; and (ii) 24,200 shares of Company Common Stock are reserved for future issuance pursuant to the Company's 1997 Stock Option Plan. (Stock options granted by the Company pursuant to the Company's stock option plans and otherwise are referred to in this Agreement as "Company Options.") Part 2.3(b)(i2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option or contractual obligation outstanding as of August 31, 1998the date of this Agreement: (i) the particular plan (if any) or agreement pursuant to which such Company Option or contractual obligation was grantedgranted or incurred; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company OptionOption or contractual obligation; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was grantedgranted or contractual obligation incurred; (vi) the applicable vesting schedule schedules, 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 or contractual obligation expires, including as a result of the consummation of this Merger. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which the Company has ever granted any outstanding stock options options, and the form forms of all stock option or other agreements evidencing such options. There are no commitments options or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Optioncontractual obligation. (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 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 ever granted. (d) Except as set forth in Parts Part 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "poison pill") or 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 (iv) to the best of the knowledge of the Company, valid claim or condition or circumstance that may is likely to give rise to or provide a basis for the assertion of a valid 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 the Company. (ed) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants Stock and all outstanding shares of capital stock of each Subsidiary of the Company 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. (fe) All of the outstanding shares of capital stock of each of the Entities corporations identified in Part 2.1(a)(i2.1(a)(ii) of the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any EncumbrancesEncumbrances other than restrictions arising under the Securities Act.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) 120,000,000 shares of Company Common Stock, $.005 par value per share, of which, as of August 31, 1998, 8,076,404 which 26,091,228 shares (which amount does not materially differ from the amount are issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and , (ii) five hundred thousand (500,000) 6,050,000 shares of preferred stock, $1.00 par value per shareCompany Series A Preferred Stock, of which no 6,000,000 shares are issued and outstanding as of the date of this Agreement, (iii) 6,000,001 shares of Company Series B Preferred Stock, of which 5,444,381 shares are issued and are outstanding as of the date of this Agreement, (iv) 8,740,361 shares of Company Series C Preferred Stock, of which 8,251,934 shares are issued and outstanding as of the date of this Agreement and (v) 18,432,911 shares of Company Series D Preferred Stock, of which 18,250,407 shares are issued and outstanding as of the date of this Agreement. The Company holds 55,209 shares of Company Common Stock in its treasury. All of the outstanding shares of Company Common Capital Stock have been duly authorized and authorized, validly issued, issued and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) , and none of the outstanding shares of Company Common Capital Stock is subject to any right of first refusal in favor of the Company; and (iii) there . There is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Capital Stock. Upon consummation of the MergerThe Company is not under any obligation, (A) the shares of Parent Common Stock issued in exchange for or is not bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 its Company Common StockCapital Stock or other securities and has never repurchased, redeemed or otherwise reacquired any shares of its Company Capital Stock or other securities except for such repurchases or redemptions of Company Capital Stock from Company employees or founders pursuant to Company Option agreements and/or restricted stock agreements with such employees or founders that were made at the Company’s election and there are no repurchases, redemption or reacquisitions pending. (b) As of August 31, 1998, 957,725 the date of this Agreement 21,201,190 shares (which amount does not materially differ from of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the amount subject Company Option Plan. The Company has delivered or Made Available to options outstanding as Parent an accurate and complete record of all Company Options issued by the Company on or prior to the date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following 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 or Made Available to Parent accurate and complete copies of all stock option plans pursuant to which any of the outstanding Company Options were issued, and the forms of all Company Option agreements evidencing the Company Options. The Company has taken such actions required to terminate all outstanding Company Options effectively as of immediately prior to the Effective Time. No Company Option has ever granted stock options and been amended or modified following its original issuance, whether by the form Company or the Company’s board of all directors, or directly or indirectly by amendments or modifications to the stock option agreements evidencing plan under which such options. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company OptionOption was issued. (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 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 ever granted. (d) Except as set forth in Parts 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock Company Capital Stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock Company Capital Stock or other securities of the Company; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "“poison pill"”) or Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock Company 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 from the Company any shares of capital stock Company Capital Stock or other securities of the Company. (ed) All outstanding shares of Company Common Capital Stock, all outstanding Company Options, all outstanding Company Warrants Options and all outstanding shares of capital stock of each Subsidiary other securities of the Company have been issued and granted in all respects 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 outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of (i) twenty-five million (25,000,000) 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 amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) shares of preferred stock, $1.00 0.10 par value per share, of which no 7,872,087 shares have been issued and are outstanding as of the date hereof and of this Agreementwhich 1,420,275 shares are held in the treasury of the Company; and (ii) 2,000,000 shares of Preferred Stock, $0.01 par value per share, none of which are issued and outstanding (“Company Preferred Stock” and together with Company Common Stock, “Company Capital Stock”). All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable, subject to the provisions of Section 180.0622(2)(b) of the Wisconsin Statutes as judicially interpreted. All outstanding shares of Company Capital Stock, all outstanding Company Options and all outstanding Warrants 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 any material contract of the Company. All outstanding shares of stock of the Company Subsidiaries are owned by the Company and have been validly issued, are fully paid, and are nonassessable. The Company has not adopted any shareholders’ rights plan or comparable arrangement. (b) As of the date of this Agreementhereof, there are 1,151,109 the Company has reserved 4,563,226 shares of Company Common Stock held in treasury for issuance under the Company Stock Option Plans, the Company’s outstanding warrants, and under other agreements entered into by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is entitled or subject granting options to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) 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 granting any option or similar right with respect to), any purchase shares of Company Common Stock. Upon consummation As of the Mergerdate hereof, options or warrants to purchase 3,146,710 shares Company Common Stock were outstanding. Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each Company Option: (Ai) the shares name of Parent Common Stock issued in exchange for any the holder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 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 date of this Agreement) of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock. (Stock options granted by the 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 Disclosure Schedule sets forth the following 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) and the number of shares of Company Common Stock subject with respect to which such Company OptionOption is immediately exercisable; (iv) the exercise price of such Company Option; (viii) the date on which such Company Option was grantedgranted and the term of such Company Option; (viiv) the applicable vesting schedule and the extent to which for such Company Option is vested and exercisable as of the date of this AgreementOption; and (viiv) 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option. (c) As of the date of this Agreement, six hundred seventy-nine thousand, seven hundred twenty-three (679,723) shares exercise price per share of Company Common Stock are subject to issuance pursuant to outstanding warrants to purchase purchasable under such Company Common Stock Option; and ("vi) whether such Company Warrants"Option has been designated an “incentive stock option” as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Part 2.3(c2.3(b) of the Company Disclosure Schedule also sets forth the following information such details with respect to each Company Warrant outstanding as warrants to acquire an aggregate of the date of this Agreement: (i) the name of the warrant holder; (ii) the number of 748,239 shares of Company Common Stock subject to such that were issued in connection with debt issued by the Company Warrant; and an outstanding warrant for the purchase of 10,000 shares of Company Common Stock (iii) collectively, 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 vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Warrant expires“Warrants”). The Company has delivered made available to Parent accurate all Company Option Plans, Warrants and complete copies of all agreements, certificates and any other documents evidencing all warrants agreement or instruments pursuant to which the Company has ever granted. (d) may be obligated to issue options, warrants, or any other right to acquire any shares of Company Capital Stock. Except as set forth for the Warrants and the Company Options described in Parts Part 2.3(b), 2.3(c) or 2.3(d) of the Company Disclosure Schedule Schedule, there is no: are no (i) outstanding subscriptionsubscriptions, optionoptions, callcalls, warrant warrants or right rights (whether or not currently exercisable) to acquire any shares of the capital stock Company Capital Stock or other debt or equity securities of the Company; (ii) outstanding securitysecurities, instrument instruments or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock Company Capital Stock or other securities of the Company; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock Company Capital Stock or any other securitiessecurities of the Company; 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 Company Capital Stock or other securities of the Company. (e) All outstanding shares . The aggregate amount of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each Subsidiary cash consideration that the Surviving Corporation will be required to pay in connection with the consummation of the Company have been issued and granted Merger in compliance with (i) all applicable securities laws and other applicable Legal Requirementsorder to pay to the holders of Vested Options the amounts due them under the second sentence of Section 1.5, above, and (ii) all requirements set forth in applicable Contractsto pay to the holders of Warrants the amounts due them under the first sentence of Section 1.7(b), above, shall not exceed $1,650,000. (f) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, fully paid and nonassessable and are owned beneficially 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) twenty-five million (25,000,000) 75,000,000 shares of Company Common Stock, $.005 0.001 par value per sharevalue, of which, as of August 31, 1998, 8,076,404 which 41,305,348 shares (which amount does not materially differ from the amount were issued and outstanding as of the date of this Agreement) have been issued and are outstanding; and (ii) five hundred thousand (500,000) 10,000,000 shares of preferred stockPreferred Stock, $1.00 .001 par value per share, of which no shares have been issued or are outstanding as of the date of this Agreementoutstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As The Company does not hold any shares of the date of this Agreement, there its capital stock in its treasury. There are 1,151,109 no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) . None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there . There is no Acquired Corporation Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which 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 subject 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 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. Part 2.3(a)(iii) of the Disclosure Schedule accurately and completely describes all repurchase rights held by the Company with respect to shares of Company Common Stock as of the date of this Agreement, and specifies which of those repurchase rights are currently exercisable. (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 date of this Agreement: (i) 6,260,285 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 2001 Amended and Restated Equity Incentive Plan (the "2001 Plan"), (ii) 130,827 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under equity incentive plans of the other Acquired Corporations (collectively, such plans together with the 2001 Plan, the "Option Plans"), (iii) 4,367,391 additional shares of Company Common Stock are reserved for future issuance pursuant to the 2001 Plan, and (iv) 1,097 shares of Company Common Stock are reserved for issuance pursuant to the Amended and Restated Employee Stock Purchase Plan and the 2001 Foreign Employee Stock Purchase Plan (collectively, the "ESPP"). (Options to purchase shares of Company Common Stock. Stock (Stock options whether granted by the Company pursuant to the Company's stock option plans 2001 Plan, 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)(i2.3(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of August 31, 1998the date of this Agreement: (iA) the particular plan Option Plan (if any) pursuant to which such Company Option was granted; (iiB) the name of the optionee; (iiiC) the number of shares of Company Common Stock subject to such Company Option; (ivD) the exercise price of such Company Option; (vE) the date on which such Company Option was granted; (viF) the applicable vesting schedule schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (viiG) 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 Made Available to Parent accurate and complete copies of all stock option plans pursuant to which any of the Company Acquired Corporations has ever granted stock options options, and the form forms of all stock option agreements evidencing such options. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company 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 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 ever granted. (d) Except as set forth in Parts 2.3(b), Part 2.3(c) or 2.3(d) of the Company Disclosure Schedule and except for options granted after the date of this Agreement in accordance with Section 4.2(b)(ii) or rights under the ESPP to purchase shares of Company Common Stock, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a "poison pill") or 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) to the Company's Knowledge, condition or circumstance that may give has given rise to or provide provides 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 CompanyAcquired Corporations. (ed) All outstanding shares of Company Common Stock, all outstanding Company Optionsoptions, all outstanding Company Warrants warrants and all outstanding shares of capital stock of each Subsidiary other securities of the Company Acquired Corporations have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, ; and (ii) all requirements set forth in applicable Contracts. (fe) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are 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 Encumbrances, other than restrictions on transfer imposed by applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) twenty-five million (25,000,000) shares of Company Common Stock185,000,000 Shares, $.005 0.01 par value per share, of which, as of August 31, 1998, 8,076,404 which 105,572,740 shares (which amount does not materially differ from the amount issued and outstanding as of the date of this Agreement) have been issued and are outstandingoutstanding as of the close of business on the Reference Date; and (ii) five hundred thousand (500,000) 10,000,000 shares of the Company’s preferred stock, $1.00 0.01 par value per share, of which no shares have been issued or are outstanding as of the date of this Agreementoutstanding. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, issued and are fully paid and nonassessable. As of the date of this Agreement, there are 1,151,109 shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the other Acquired Corporations. (i) None of the outstanding shares of Company Common Stock is 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 Company Common Stock Shares is subject to any right of first refusal in favor of the Company; and (iii) there are no outstanding bonds, debentures, notes or other Indebtedness of any Acquired Company having a right to vote on any matters on which the shareholders of the Company have a right to vote; 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 Shares. The Company Common Stock. Upon consummation of the Mergeris not under any obligation, (A) the shares of Parent Common Stock issued in exchange for nor is it bound by any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchaseit may become obligated, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject 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 Shares or other securities. The Company Common StockStock constitutes the only outstanding class of securities of the Acquired Companies registered under the Securities Act or the Exchange Act. (bc) As of August 31, 1998, 957,725 shares the close of business on the Reference Date: (which amount does not materially differ from the amount subject to options outstanding as of the date of this Agreementi) of Company Common Stock 8,431,027 Shares are subject to issuance pursuant to outstanding options Company Options; (ii) 4,729,265 Shares are subject to purchase or otherwise deliverable in connection with outstanding Company Common Stock. RSUs, and (Stock options granted by iii) 3,303,538 Shares are reserved for future issuance under the Company pursuant Equity Plans. Other than as set forth in this Section 4.4(c) and Section 4.4(b), there are no issued, reserved for issuance, outstanding or authorized stock options, restricted stock unit awards, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Company's stock option plans are referred to in this Agreement as "Company Options.") Part 2.3(b)(iAcquired Companies. Section 4.4(c) of the Company Disclosure Schedule Letter sets forth the following information with respect to each Company Option outstanding forth, as of August 31the Agreement Date, 1998: a true and complete list of all outstanding Company Options, Company RSUs and Company Warrants, including the grant or issue date (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) as applicable), the number of shares of Company Common Stock subject to such Company Option; (iv) thereto, and the exercise price per share. Each (1) Company Option and Company RSU was granted in accordance with the terms of such the Company Equity Incentive Plan and applicable Law, (2) Company Option; , Company RSU and Company Warrant was validly issued and properly approved by the Company Board (vor a duly authorized committee or subcommittee thereof) no later than the date of grant in material compliance with all applicable legal requirements and recorded on which such the Company’s financial statements in accordance with GAAP, and (3) 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 commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option. (c) As of the date of this Agreement, six hundred seventy-nine thousand, seven hundred twenty-three (679,723) shares with an exercise price per share of Company Common Stock are subject equal to issuance pursuant to outstanding warrants to purchase or greater than the fair market value of a share of the 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 on the date of this Agreement: (i) the name grant, as determined in accordance with Section 409A 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 Code, and the extent to which such Company Warrant is vested and exercisable as otherwise exempt from Section 409A 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 ever grantedCode. (d) Except As of the Agreement Date, other than as set forth in Parts 2.3(bSection 4.4(c), 2.3(c) or 2.3(d) of the Company Disclosure Schedule there is no: are no (i) outstanding subscriptionsubscriptions, optionoptions, callcalls, warrant warrants or right 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 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 Company; or (ii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is 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; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or 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 (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 the Acquired Company. (e) All of the outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of or other voting securities of, or ownership interests in, each Subsidiary of the Company have has been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirementsduly authorized, and (ii) all requirements set forth in applicable Contracts. (f) All of the outstanding shares of capital stock of each of the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule are validly issued, is fully paid and nonassessable 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 are is owned by the Company, directly or indirectly, beneficially and of record by the Companyrecord, free and clear of all Encumbrances and any Encumbrancesother restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests), except for such Encumbrances and restrictions of general applicability as may be provided under the Securities Act or other applicable securities Laws.