Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par value, of which 30,000 shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereof, (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 50,000,000 shares of Company Common Stock Stock, $0.001 par value, of which, as of February 27, 1998, 20,601,838 shares have been issued and 5,000,000 are outstanding as of the date of this Agreement; and (ii) 2,500,000 shares of preferred stock, $.01 0.01 par valuevalue per share, of which 30,000 no shares are outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock")duly authorized and validly issued, and are fully paid and nonassessable. As of the date hereofof this Agreement, (a) 7,818,087 there are no shares of Company Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held in treasury by the Company in its treasury, and (d) no shares of capital stock or by any of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matterAcquired Corporations. Except as set forth in Section 4.4 Part 2.3(a) of the Company Disclosure Letter, since March 31, 1999, the Company Schedule: (i) has not issued 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 to which the Company is a party 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 other than upon the exercise issued in exchange for any shares of Options and Warrants or Company Common Stock that are subject to a Contract pursuant to which the Purchase PlanCompany has the right to repurchase, (ii) has granted no Options to purchase redeem or otherwise reacquire any shares of Company Common Stock under the Stock Option Planswill, (iii) has not amended the Purchase Planwithout any further act of Parent, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries other Person, become subject to issuethe restrictions, transfer or sell any shares of capital stock ofconditions and other provisions contained in such Contract, or equity interests in,and (B) Parent will automatically succeed to and become entitled to exercise the

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares, of 30,000,000 shares which 137,616,082 Shares had been issued and were outstanding as of Common Stock the close of business on April 27, 2023 (the “Capitalization Date”); and (ii) 5,000,000 shares of preferred stock, $.01 par valueCompany Preferred Stock, of which 30,000 no shares are outstanding. All of the outstanding shares of the capital stock of the Company have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock")duly authorized and validly issued, and are fully paid and nonassessable. As In the period between the Capitalization Date and the execution and delivery of this Agreement, the Company has not issued any new Shares except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Capitalization Date in accordance with their terms or the exercise of Company Options outstanding as of the Capitalization Date in accordance with their terms and, since the Capitalization Date, the Company has not issued any Company Options or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date hereof, (a) 7,818,087 shares of Common Stock are outstanding, the Capitalization Date. (b) 30,000 All of the outstanding shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the capital stock or ordinary shares, as applicable, of the Company's Rights Agreement ’s Subsidiaries have been duly authorized and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasuryvalidly issued, and are fully paid and nonassessable. (di) no None of the outstanding shares of capital stock of the Company Acquired Corporations are held by the Company's Subsidiaries. Section 4.4 entitled or subject to any preemptive right, right of the Company Disclosure Letter sets forth a complete and accurate listrepurchase or forfeiture, as right of the date hereofparticipation, right of (i) the number of outstanding Options and Warrants, maintenance or any similar right; (ii) none of the number of outstanding shares of Common Stock which can be acquired upon capital stock of the exercise Acquired Corporations are subject to any right of all outstanding Options and Warrants, respectively, first refusal in favor of any Acquired Corporation; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof indebtedness of any Acquired Corporation having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any matterPerson from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired Corporations. Except as set forth in Section 4.4 No Acquired Corporation is under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company Disclosure Letter, since March 31, 1999, registered under the Company Securities Act. There are no voting trusts or other Contracts with respect to the voting of any Shares. (d) As of the close of business on the Capitalization Date: (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or 12,729,560 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Purchase PlanCompany Equity Plans, (ii) has 2,497,540 Shares were subject to issuance pursuant to Company RSUs and 198,432 Shares were subject to issuance pursuant to Company PSUs (determined at the maximum level of performance) granted no Options to purchase shares of Common Stock and outstanding under the Stock Option Company Equity Plans, (iii) has not amended the Purchase Plan, 4,561,362 Shares were reserved for future issuance under Company Equity Plans and (iv) has not split, combined or reclassified any of its shares of capital stock676,853 Shares were reserved for future issuance under the Company ESPP. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except Other than as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter2.3(d), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. (e) There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (f) Except (y) as set forth in this Section 2.3 and (z) for Company Options, Company RSUs and Company PSUs outstanding as of the date of this Agreement, there are no: (i) outstanding shares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or voting other securities of the Companyany Acquired Corporation, and no existing options, warrants, calls, subscriptions, convertible in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, and no stock appreciation rights instruments, bonds, debentures, notes or limited stock appreciation rights obligations that are or other rights (including rights of first refusal), agreements may become convertible into or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell exchangeable for any shares of the capital stock ofor other securities of any Acquired Corporation; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) Section 2.3(g) of the Company Disclosure Schedule sets forth a listing of all Persons (either by name or employee identification number) who hold outstanding Company Options, or equity interests in,Company RSUs and Company PSUs as of the close of business on the Capitalization Date, indicating, with respect to each Company Option, Company RSU and Company PSU, the number of Shares subject thereto, the date of grant, the vesting schedule, the per Share exercise price (if applicable), the expiration date and, with respect to Company Options, whether such Company Option is intended to be an incentive stock option (within the meaning of Section 422 of the Code). All Company Options, Company RSUs and Company PSUs are evidenced by award agreements in the forms that have been provided to Parent. (h) All outstanding Shares 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.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par valueof: (i) 100,000,000 Shares, of which 30,000 70,136,696 Shares had been issued and were outstanding as of the close of business on October 6, 2023 (the “Reference Date”); and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares are outstanding as of the close of business on the Reference Date. All of the outstanding shares of the capital stock of the Company have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock")duly authorized and validly issued, and are fully paid and nonassessable. As Since the Reference Date through the date of this Agreement, the Company has not issued any new Shares or other Company Securities except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date hereof, (a) 7,818,087 shares of Common Stock are outstanding, the Reference Date. (b) 30,000 All of the outstanding shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the capital stock or ordinary shares of the Company's Rights Agreement ’s Subsidiaries have been duly authorized and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasuryvalidly issued, and are fully paid and nonassessable. (di) no None of the outstanding shares of capital stock of the Company Acquired Corporations are held by the Company's Subsidiaries. Section 4.4 entitled or subject to any preemptive right, right of the Company Disclosure Letter sets forth a complete and accurate listrepurchase or forfeiture, as right of the date hereofparticipation, right of (i) the number of outstanding Options and Warrants, maintenance or any similar right; (ii) none of the number of outstanding shares of Common Stock which can be acquired upon capital stock of the exercise Acquired Corporations are subject to any right of all outstanding Options and Warrants, respectively, first refusal in favor of any Acquired Corporation; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof indebtedness of any Acquired Corporation having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired Corporations. No Acquired Corporation is under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts with respect to the voting of any Shares. (d) As of the close of business on any matterthe Reference Date: (i) 6,124,337 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Date, (ii) 2,941,121 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), (iii) 3,040,147 Shares were reserved for future issuance under Company Equity Plans, (iv) 692,680 Shares were reserved for future issuance under the Company ESPP, (v) 110,000 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is assumed for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) and (vi) 8,727,547 Shares were subject to issuance upon exercise of the Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such date. Except Other than as set forth in Section 4.4 2.3(d) of the Company Disclosure LetterSchedule, since March 31there are no issued, 1999reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. (e) The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options and Company RSUs outstanding as of the date of this Agreement and the forms of all stock option agreements evidencing such Company Options and forms of stock unit agreements evidencing such Company RSUs. There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (f) (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (iiSection 2.3(f) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure LetterSchedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (h) Except (y) as set forth in this Section 2.3 and (z) for Company Options, Company RSUs and Company Warrants outstanding as of the date of this Agreement and purchase rights under the Company ESPP, there are no no: (i) outstanding shares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests or rights (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, 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 voting other securities of any Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Corporation; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (clauses (i) through (iv), collectively, “Company Securities”). (i) No Shares of the Company are owned by any Subsidiary of the Company. (j) All outstanding Shares have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,“blue sky” Legal Requirements.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par valueof: (i) 200,000,000 Shares, of which 30,000 57,364,623 Shares had been issued and were outstanding as of the close of business on August 24, 2017 and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares are outstanding. All of the outstanding Shares and the outstanding equity interests of the Company’s Subsidiaries have been designated as Series A Junior Participating Preferred Stock duly authorized and validly issued, and are fully paid and nonassessable. ("Preferred Stock"). As i) None of the date hereof, (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock outstanding equity interests of the Company or any other Acquired Companies are held by the Company's Subsidiaries. Section 4.4 entitled or subject to any preemptive right, right of the Company Disclosure Letter sets forth a complete and accurate listrepurchase or forfeiture, as right of the date hereofparticipation, right of (i) the number of outstanding Options and Warrants, maintenance or any similar right; (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the Company or any other Acquired Company having a right to vote on any matters on which the holders thereof to vote (of the outstanding equity interests of the Company or which are convertible into or exercisable for securities having the any other Acquired Companies have a right to vote, as applicable; and (iii) there is no Contract to which any Acquired 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 equity interests of the stockholders Acquired Companies. No Acquired Company is under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding equity interests of the Acquired Companies. (c) As of the close of business on August 24, 2017: (i) 8,731,405 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plan, (ii) 1,755,424 Shares were subject to issuance pursuant to Company Restricted Stock Units granted and outstanding under the Company Equity Plan, (iii) 86,850 Shares were subject to issuance pursuant to Company Warrants; (iv) 221,674 Shares were reserved for future issuance under Company Equity Plan and (v) 1,611,041 Shares were reserved for future issuance under the Company ESPP. As of the close of business on August 24, 2017, the weighted average exercise price of the Company on any matter. Options outstanding as of that date was $42.74 (d) Except as set forth in this Section 4.4 3.3 and except for the Company Options, Company Restricted Stock Units and Company Warrants outstanding as of the Company Disclosure Letterdate of this Agreement (and Shares issuable upon the exercise thereof), since March 31, 1999, the Company there are no: (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting other securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any other Acquired Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of its Subsidiaries to issuethe capital stock, transfer restricted stock unit, stock-based performance unit or sell 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 ofor other securities of the Company or any other Acquired Company, in each case other than derivative securities not issued by the Company or equity interests in,any other Acquired Company; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any other Acquired Company; (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or 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 (v) voting trusts or other Contract to which the Company is a party with respect to the voting of capital stock of the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 120,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 shares have 62,622,269 had been designated issued and were outstanding as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereofclose of business on June 12, (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement 2025 and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are 3,033 were held by the Company in its treasuryas treasury shares as of the close of business on June 12, 2025; and (dii) 5,000,000 shares of Company Preferred Stock, of which no shares are outstanding. All of the outstanding shares of the capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. (b) All of the outstanding shares of the capital stock of the Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Company Acquired Corporations are held by the Company's Subsidiaries. Section 4.4 entitled or subject to any preemptive right, right of the Company Disclosure Letter sets forth a complete and accurate listrepurchase or forfeiture, as right of the date hereofparticipation, right of (i) the number of outstanding Options and Warrants, maintenance or any similar right; (ii) none of the number of outstanding shares of Common Stock which can be acquired upon capital stock of the exercise Acquired Corporations are subject to any right of all outstanding Options and Warrants, respectively, first refusal in favor of any Acquired Corporation; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof indebtedness of any Acquired Corporation having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired Corporations. No Acquired Corporation is under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations, except in connection with any acquisitions, or deemed acquisitions, of Shares or other equity securities of the Company in connection with (x) the withholding of Taxes in connection with the exercise, vesting or settlement of Company Equity Awards and (y) forfeitures of Company Equity Awards. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on any matterJune 12, 2025: (i) 5,617,203 Shares were issuable upon the exercise of outstanding Company Options, (ii) 1,926,846 Shares were issuable upon the vesting or settlement of outstanding Company RSUs, (iii) 1,220,998 Shares were issuable upon the vesting or settlement of outstanding Company PSUs (assuming vesting pursuant to Section 2.8(d)) and 1,530,473 Shares were issuable upon the vesting or settlement of outstanding Company PSUs (assuming maximum level of performance and achievement of all applicable performance goals) and (iv) 366,758 Shares remain available for future issuance under the Company ESPP. Except Other than as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter3.3, 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) 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 Subsidiary of the Company. (f) Except (y) as set forth in this Section 3.3 and (z) for the Company Equity Awards outstanding as of the date of this Agreement (or issued after the date hereof in compliance with Section 5.2(b)(iii) or Section 5.2(b)(iv)) and purchase rights under the Company ESPP, there are no: (i) outstanding shares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or voting other securities of the Companyany Acquired Corporation, and no existing options, warrants, calls, subscriptions, convertible in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, and no stock appreciation rights instruments, bonds, debentures, notes or limited stock appreciation rights obligations that are or other rights (including rights of first refusal), agreements may become convertible into or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell exchangeable for any shares of the capital stock of, or equity interests in,other securities of any Acquired Corporation; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par valueof: (i) 200,000,000 Shares, of which 30,000 48,145,009 Shares had been issued and were outstanding as of the close of business on February 28, 2020 (the “Capitalization Date”), of which no Restricted Shares were outstanding and (ii) 10,000,000 shares have been designated as Series A Junior Participating Preferred Stock ("of Company Preferred Stock"), of which no shares are outstanding. As From the Capitalization Date to the execution of this Agreement, the Company has not issued any Shares except pursuant to the exercise of the purchase rights under the Company ESPP or the exercise of Company Options outstanding as of the Capitalization Date in accordance with their terms and, since the Capitalization Date, the Company has not issued any Company Options or other equity or equity-based awards, in each case, other than pursuant to any offer of employment or Contract dated on or prior to the date hereof, (a) 7,818,087 shares of Common Stock are outstanding, the Capitalization Date. (b) 30,000 shares (i) None of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock outstanding equity interests of the Company are held by the Company's Subsidiaries. Section 4.4 entitled or subject to any preemptive right, right of the Company Disclosure Letter sets forth a complete and accurate listrepurchase or forfeiture, as right of the date hereofparticipation, right of (i) the number of outstanding Options and Warrants, maintenance or any similar right; (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the Company having a right to vote on any matters on which the holders thereof to vote (or which are convertible into or exercisable for securities having of the outstanding equity interests of the Company have a right to vote, as applicable; and (iii) there is no Contract to which the 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 equity interests of the stockholders Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on any matter. the Capitalization Date: (i) 4,265,130 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 5,323,581 Shares were reserved for future issuance under Company Equity Plans and (iii) 1,038,984 Shares were reserved for future issuance under the Company ESPP. (d) Except as set forth in this Section 4.4 3.3 and except for the Company Options outstanding as of the Company Disclosure Letterdate of this Agreement (and Shares issuable upon the exercise thereof), since March 31, 1999, the Company there are no: (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, and no existing options, warrants, calls, subscriptions, convertible in each case other than derivative securities not issued by the Company; (iii) outstanding securities, and no stock appreciation rights instruments, bonds, debentures, notes or limited stock appreciation rights obligations that are or other rights (including rights of first refusal), agreements may become convertible into or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell exchangeable for any shares of the capital stock ofor other securities of the Company; (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (v) voting trusts or other Contract to which the Company is a party with respect to the voting of capital stock of the Company. (e) Section 3.3(e) of the Company Disclosure Schedule sets forth a listing of all Persons who hold outstanding Company Options as of the close of business on the Capitalization Date, indicating, with respect to each Company Option, the number of Shares subject thereto, the date of grant, the vesting schedule and the per Share exercise price, and expiration date. Other than Shares reserved for future issuance under the Company ESPP, the outstanding purchase rights under the Company ESPP or as set forth in this Section 3.3(e), as of the date of the Capitalization Date, there is no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar equity interests in,or equity-based awards with respect to the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 50,000,000 shares of Company Common Stock Stock, and 5,000,000 20,000 shares of preferred stock, par value $.01 par value, of which 30,000 shares have been designated as Series A Junior Participating Preferred Stock 0.01 per share ("“Company Preferred Stock"”). As of June 30, 2012 (the date hereof, “Capitalization Date”): (ai) 7,818,087 6,509,749 shares of Company Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are were issued and outstanding, ; (c) 0 shares of Common Stock are held by the Company in its treasury, and (dii) no shares of capital Company Preferred Stock were issued or outstanding; (iii) 207,878 shares of Company Common Stock were held in the treasury of the Company; and (iv) 1,014,876 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 or otherwise are referred to collectively herein as “Company Options”). All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable. There are no shares of Company Common Stock held by any of the Company’s Subsidiaries. None of the outstanding shares of Company Common Stock are entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of the Company are held and there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. The Company is not under any obligation or bound by any Contract pursuant to which it may become obligated to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. All Company Options have been granted pursuant to and in accordance with the Company's Subsidiaries. Section 4.4 terms and conditions of the Company Option Plans, applicable law and Nasdaq listing rules and regulations. (b) Part 3.4(b) of the Disclosure Letter Schedule sets forth a complete and accurate list, the following information with respect to each Company Option outstanding as of the date hereof, of Capitalization Date: (i) the number name of outstanding Options and Warrants, the optionee; (ii) the number of shares of Company Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, subject to such Company Option; (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding such Company Option; (iv) the date on which such Company Option was granted; (v) whether such Company Option was issued under the Option Plans and Warrant, and whether such Company Option is a non-statutory option or an incentive stock option as defined in Section 422 of the Code; (vi) the number of shares of Common Stock shares, if any, with respect to which are reserved for issuance pursuant such option has been exercised; and (vii) the extent to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, which such Company Option is vested and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders as of the Company on any matter. Capitalization Date. (c) Except as set forth in Section 4.4 3.4(a) or Section 3.4(b) above, there are: (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company; (ii) no outstanding securities of the Company Disclosure Letterconvertible into or exchangeable for shares of capital stock of, since March 31or other equity or voting interest in, 1999the Company; (iii) no outstanding options, warrants, restricted stock units, rights or other commitments or agreements to acquire from the Company, or that obligate the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company; (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan), (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans), (iii) has not amended the Purchase Plan, and (iv) has not split), combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of together with the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, being referred to collectively as “Company Securities”); and (v) no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate obligations by the Company or any of its Subsidiaries to issuemake any payments based on the price or value of the Company Securities. Except as contemplated by Section 1.4 of this Agreement, transfer there is no rights agreement, 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. (d) All outstanding shares of Company Common Stock, Company Options and other securities of the Company have been issued and granted in compliance with: (i) all applicable securities Laws and other applicable Laws; and (ii) all requirements set forth in applicable Contracts and the Option Plans. All Option Plans have been properly approved by the Company’s shareholders. All Company Options have been validly issued and properly approved by the Company Board and have been properly accounted for in accordance with GAAP on the consolidated audited financial statements of the Company and its Subsidiaries filed in or furnished with the Company SEC Documents. No Company Option has been granted with an exercise price lower than the fair market value of the underlying Company Common Stock on the date of the grant. (e) All of the shares of capital stock ofof each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable 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 equity interests in,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 30,000,000 of: (i) 40,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 9,899,671 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 2,500,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule, 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 nonassessable. There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(ii) of the Company Disclosure Schedule: (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. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. (b) As of the date of this Agreement: (i) 150,000 shares of Company Preferred Stock, designated as Series A Junior Participating Preferred Stock ("Cumulative Preferred Stock"). As , are reserved for future issuance upon exercise of the date hereof, rights (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Shareholder Rights Agreement, dated as of April 29, 1996, between the Company and State Street Bank and Trust Company's , as Rights Agreement and no other Agent (the "Company Rights Agreement"); (ii) 1,898,562 shares of Preferred Stock are issued and outstanding, (c) 0 shares of Company Common Stock are held subject to issuance pursuant to stock options granted and outstanding under the Company's 1995 Stock Option and Incentive Plan; (iii) 184,830 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Clare, Inc. Non-Qualified Stock Option Plan; and (iv) 541,471 shares of Company Common Stock are reserved for future issuance pursuant to the Company's 1995 Employee Stock Purchase Plan (the "ESPP") (options to purchase shares of Company Common Stock, whether granted by the Company pursuant to the Company's stock option plans, assumed by the Company in its treasuryconnection with any merger, and (dacquisition or similar transaction or otherwise issued or granted, are referred to in this Agreement as "Company Options.") no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 Part 2.3(b) of the Company Disclosure Letter Schedule sets forth a complete and accurate list, the following information with respect to each Company Option outstanding as of the date hereof, of this Agreement: (i) the number of outstanding Options and Warrants, particular plan (if any) pursuant to which such Company Option was granted; (ii) the number name of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, optionee; (iii) the number of shares of Company Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, subject to such Company Option; (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding such Company Option; (v) the date on which such Company Option and Warrant, and was granted; (vi) the number applicable vesting schedule, the extent to which such Company Option is vested and exercisable as of shares the date of Common Stock this Agreement; (vii) the date on which are reserved for issuance such Company Option expires; and (viii) whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Code. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which any of the Purchase Plan. Except for the Common StockAcquired Corporations has ever granted stock options, the Rights, the Options, the Warrants, forms of all stock option agreements evidencing such options and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote any stock option agreements that differ in any material respect from such forms of stock option agreements. (or which are convertible into or exercisable for securities having the right to votec) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 Parts 2.3(b) and 2.3(c) of the Company Disclosure LetterSchedule, since March 31, 1999, the Company there is no: (i) has outstanding subscription, option, call, warrant or right (whether or not issued currently exercisable) to acquire any shares of Common Stock the capital stock or other than upon securities of any of the exercise of Options and Warrants or pursuant to the Purchase Plan, Acquired Corporations; (ii) has granted no Options to purchase outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Common Stock under the Stock Option Plans, capital stock or other securities of any of the Acquired Corporations; (iii) has not amended stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Purchase PlanAcquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities, and other than the Company Rights Agreement; or (iv) has not split, combined condition or reclassified 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 its the Acquired Corporations. (d) All outstanding shares of capital stock. All , options and other securities of the Acquired Corporations have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable Contracts. (e) Except as set forth in Part 2.3(e) of the Company Disclosure Schedule, (i) all of the outstanding shares of Common Stock are capital stock of each of the Company's Subsidiaries having corporate form have been duly authorized, authorized and validly issued, are fully paid, paid and nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 , and (ii) all of the Company Disclosure Letter, there are no other shares outstanding equity interests of capital stock or voting securities each of the Company's Subsidiaries having a form other than that of a corporation have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and with respect to the equity interests described in either of clauses (i) or (ii) above, such equity interests have no existing options, warrants, calls, subscriptions, convertible securitiespersonal liability attaching to the ownership thereof, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights are owned beneficially and of first refusal)record by the Company, agreements or commitments which obligate the Company or free and clear of any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 100,000,000 shares of Company Common Stock Stock, of which 9,334,857 shares have been issued and are outstanding as of the close of business on June 6, 2017 (the “Determination Date”); and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $.01 par value0.001 per share, of which 30,000 no shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock")issued or are outstanding. As All of the date hereof, (a) 7,818,087 outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. (b) (i) None of the outstanding shares of Company Common Stock are outstandingentitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (bii) 30,000 none of the outstanding shares of Preferred Company Common Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to any right of first refusal in favor of the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, ; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling Indebtedness of the holders thereof Company having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant have a right to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, vote; and (iv) has not splitthere is no Company Contract relating to the voting or registration of, combined or reclassified restricting any Person from purchasing, selling, pledging or otherwise disposing of its (or from granting any option or similar right with respect to), any shares of capital stockCompany Common Stock. All issued and The Company is not under any obligation, nor is it 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 other securities. The Company Common Stock constitutes the only outstanding class of securities of the Company or its Subsidiaries registered under the Securities Act. (c) As of the close of business on the Determination Date: (i) 1,374,686 shares of Company Common Stock are duly authorizedsubject to issuance pursuant to Company Options granted and outstanding under the 2006 Plan; (ii) 83,319 shares of Company Common Stock are subject to issuance pursuant to the Company Warrants; and (iii) 107,563 shares of Company Common Stock are reserved for future issuance under the 2006 Plan. As of the Determination Date, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 the weighted average exercise price of the Company Disclosure Letter, there are no Options outstanding as of that date was $5.1802. All outstanding Company Options and other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,Equity Awards have been

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 600,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 266,227 shares have been designated as issued and are outstanding; (ii) 30,600 shares of Company Series A Junior Participating Preferred Stock ("Preferred Stock"), of which 30,599 have been issued and are outstanding; and (iii) 100,000 shares of Company Series A-1 Preferred Stock, all of which have been issued and are outstanding. As All of the date hereof, (a) 7,818,087 outstanding shares of Common Stock the Company capital stock have been duly authorized and validly issued and are outstanding, (b) 30,000 fully paid and nonassessable. All of the outstanding shares of Preferred Stock are subject capital stock of the Company and all of the outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other acquire any shares of Preferred Stock are issued and outstanding, (c) 0 shares capital stock or other securities of Common Stock are held by the Company have been issued in its treasury, compliance with all applicable federal and (d) no state securities laws and other applicable Legal Requirements and all requirements set forth in the Company Documents and Company Contracts. No shares of capital stock of the Company are held subject to a repurchase option in favor of the Company, and the Company has never repurchased, redeemed or otherwise reacquired any shares of the Company capital stock or other securities of the Company. Collectively, the Contributed Interests to be transferred by the Contributors to Pubco in connection with the Contribution represent 100% of the shares of outstanding capital stock of the Company's Subsidiaries. Section 4.4 . (b) Except as set forth on Schedule 2.3(b) of the Company Disclosure Letter Schedule, there are no: (i) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of capital stock of the Company or other securities of the Company; (ii) outstanding securities, notes, instruments or obligations that are or may become convertible into or exchangeable for any shares of capital stock of the Company or other securities of the Company; (iii) outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company; (iv) Contracts (other than this Agreement) under which the Company is or may become obligated to sell, transfer, exchange or issue any shares of capital stock of the Company or any other securities of the Company; (v) agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act, or any shares of the Company; or (vi) conditions or circumstances 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 the Company Securities or any shares of the capital stock or other securities of the Company. (c) Schedule 2.3(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as list of all of the date hereof, of (i) the number of outstanding Options stock option plans and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities equity-related plans of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 17,500,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 5,726,813 shares have been designated issued and are outstanding as Series A Junior Participating of the date of this Agreement; and (ii) 3,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding. 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 nonassessable. Except as set forth in Part 3.3(a) of the Disclosure Schedule: (A) 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; (B) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (C) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. The Company is not under any obligation, nor is the Company bound by any Company Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities. The Company holds no repurchase right with respect to shares of Company Common Stock ("Preferred Stock"including shares issued pursuant to the exercise of stock options). . (b) As of the date hereof, of this Agreement: (ai) 7,818,087 791,500 shares of Company Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued issuance pursuant to the Company's Rights Agreement Company Options; and no other (ii) 261,417 shares of Preferred Stock are issued and outstanding, (c) 0 shares of Company Common Stock are held by reserved for future issuance pursuant to equity awards not yet granted under the Company in its treasury, and (dEquity Plans. Part 3.3(b) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter Schedule sets forth a complete and accurate list, with respect to each Company Option outstanding as of the date hereof, of this Agreement the following information: (iA) the number particular plan (if any) pursuant to which such Company Option was granted; (B) the name of outstanding Options and Warrants, the holder of such Company Option; (iiC) the number of shares of Company Common Stock subject to such Company Option; (D) the per-share exercise price (if any) of such Company Option; (E) the date on which can be acquired upon such Company Option was granted; (F) the exercise applicable vesting schedule, and the extent to which such Company Option is vested and exercisable; (G) the date on which such Company Option expires; and (H) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Options were granted by the Company, and the forms of all stock option agreements evidencing such Company Options. The exercise price of each Company Option is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option. All grants of Company Options were recorded on the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents (as defined in Section 3.4(a)) in accordance with GAAP, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Company other than as set forth in Part 3.3(b) of the Disclosure Schedule. (c) As of the date of this Agreement, 1,987,000 shares of Company Common Stock are subject to issuance pursuant to Company Warrants, respectively, . Part 3.3(c) of the Disclosure Schedule sets forth with respect to each Company Warrant outstanding as of the date of this Agreement the following information: (iiiA) the name of the holder of such Company Warrant; (B) the number of shares of Company Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, subject to such Company Warrant; (ivC) the number per-share exercise price (if any) of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and such Company Warrant; (vD) the exercise price of each outstanding Option and Warrant, and date on which such Company Warrant was granted; (viE) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stockapplicable vesting schedule, the Rights, the Options, the Warrantsif any, and the Purchase Rights, extent to which such Company Warrant is vested and exercisable; and (F) the date on which such Company Warrant expires. The Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof Made Available to vote Parent accurate and complete copies of all Company Warrants and all related agreements. (or which are convertible into or exercisable for securities having the right to voted) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 Parts 3.3(b) and 3.3(c) of the Company Disclosure LetterSchedule, since March 31, 1999, the Company there is: (i) has as of the date of this Agreement, no outstanding subscription, option, call, warrant or right (whether or not issued currently exercisable) to acquire any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting other securities of the Company; (ii) as of the date of this Agreement, and no existing optionsoutstanding security, warrants, calls, subscriptions, instrument or obligation that is or may become convertible securities, and no stock appreciation rights into or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell exchangeable for any shares of the capital stock ofor other securities of the Company; or (iii) no 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. (e) All outstanding shares of Company Common Stock, or equity interests in,Company Options, Company 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 Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 495,000,000 Shares, of 30,000,000 shares which 115,331,648 Shares had been issued and were outstanding as of Common Stock the close of business on January 18, 2018; and (ii) 5,000,000 shares of preferred stock, $.01 par valueCompany Preferred Stock, of which 30,000 no shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock")issued or are outstanding. As All of the date hereofissued and outstanding Shares are duly authorized and validly issued, (a) 7,818,087 shares of Common Stock and are outstanding, fully paid and nonassessable. (b) 30,000 shares None of Preferred Stock the outstanding equity interests 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, or are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares any right of Preferred Stock first refusal in favor of any Acquired Corporation. There are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling indebtedness of any Acquired Corporation having a right to vote on any matters on which the holders thereof to vote (or which are convertible into or exercisable for securities having of equity interests of the Acquired Corporations have a right to vote) . There is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any equity interests of the stockholders Acquired Corporations. No Acquired Corporation is under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding equity interests of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on January 18, 2018: (i) 11,345,068 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans; (ii) 3,077,336 Shares were subject to issuance pursuant to Company RSUs or Company PRSUs granted and outstanding under the Company Equity Plans; (iii) 458,708 Shares of Company 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), 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 matterAcquired Corporation. (d) Section 3.3(d) of the Company Disclosure Schedule contains a true, correct and complete list, as of January 18, 2018, of the name of each holder of Company Options, Company RSUs, Company Restricted Shares, Company PRSUs and Company Performance Restricted Shares, the number of outstanding Company Options, Company RSUs, Company Restricted Shares, Company PRSUs and Company Performance Restricted Shares held by such holder, the grant date of each such Company 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 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 Option, Company RSU, Company Restricted Share, Company PRSU and Company Performance Restricted Share was granted. Except as set forth in this Section 4.4 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 Company Disclosure Letterclose of business on January 18, 2018 or issued since March 31January 18, 19992018 as expressly permitted by Section 5.2(b)(iii), the Company there are no: (i) has outstanding shares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not issued currently exercisable) to acquire any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares , restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free which is in any way based on or derived from the value of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other any shares of capital stock or voting other securities of the Companyany Acquired Corporation, and no existing options, warrants, calls, subscriptions, convertible in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, and no stock appreciation rights instruments, bonds, debentures, notes or limited stock appreciation rights obligations that are or other rights (including rights of first refusal), agreements may become convertible into or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell exchangeable for any shares of the capital stock ofor other securities of any Acquired Corporation, in each case other than convertible or equity interests in,exchangeable securities not issued by an Acquired Corporation; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par value(i) 500,000,000 Shares, of which 30,000 309,309,349 Shares had been issued and were outstanding and 7,390 Shares were held in the Company’s treasury, in each case, as of the close of business on December 17, 2025 (the “Capitalization Date”), and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares are outstanding on the Capitalization Date. All of the outstanding shares of the capital stock of the Company have been designated duly authorized and validly issued, and are fully paid and nonassessable. In the period between the Capitalization Date and the execution and delivery of this Agreement, the Company has not issued any new Shares except pursuant to the exercise of Company Options or the settlement of Company RSUs or Company PSUs in accordance with their terms, in each case outstanding as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereofCapitalization Date and, (a) 7,818,087 shares of Common Stock are outstandingsince the Capitalization Date, the Company has not issued any Company Options, Company RSUs, Company PSUs or other equity based awards. (b) 30,000 All of the outstanding shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the capital stock or ordinary shares, as applicable, of the Company's Rights Agreement ’s Subsidiaries have been duly authorized and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasuryvalidly issued, and are fully paid and nonassessable. (di) no None of the outstanding shares of capital stock of the Company Acquired Companies are held by the Company's Subsidiaries. Section 4.4 entitled or subject to any preemptive right, right of the Company Disclosure Letter sets forth a complete and accurate listrepurchase or forfeiture, as right of the date hereofparticipation, right of (i) the number of outstanding Options and Warrantsmaintenance or any similar right, (ii) none of the number of outstanding shares of Common Stock which can be acquired upon capital stock of the exercise Acquired Companies are subject to any right of all outstanding Options and Warrants, respectivelyfirst refusal in favor of any Acquired Company, (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof Indebtedness of any Acquired Company having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant Acquired Companies have a right to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Planvote, and (iv) has not splitthere is no Contract relating to the voting or registration of, combined or reclassified restricting any Person from purchasing, selling, pledging or otherwise disposing of its (or from granting any option or similar right with respect to), any shares of capital stockstock of the Acquired Companies. All issued and No Acquired Company 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 Common Stock capital stock of the Acquired Companies. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are duly authorizedno voting trusts or other Contracts with respect to the voting of any Shares. All outstanding Shares have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, validly issuedincluding the Securities Act and “blue sky” Legal Requirements. (d) As of the close of business on the Capitalization Date, fully paid(i) 27,612,945 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, nonassessable such outstanding Company Options having a weighted average exercise price of $11.62 per share as of the Capitalization Date, (ii) 9,512,096 Shares were subject to issuance pursuant to Company RSUs and free 5,913,820 Shares were subject to issuance pursuant to Company PSUs (determined at the maximum level of preemptive rightsperformance), in each case, granted and outstanding under the Company Equity Plans, and (iii) 14,958,781 Shares were available for future awards under Company Equity Plans. Except Other than as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter2.3(d), there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. None of the Subsidiaries of the Company holds any equity interest in the Company. (e) Each outstanding Company Option has an exercise price equal to or above the fair market value of a Share as of the date of grant (within the meaning of Section 409A of the Code). (f) There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (g) Except (y) as set forth in this Section 2.3, and (z) for Company Options, Company RSUs and Company PSUs outstanding as of the Agreement Date, there are no (i) outstanding shares of capital stock of or other securities of any Acquired Company, (ii) outstanding subscriptions, options, calls, equity or equity-based compensation awards, phantom socks, stock appreciations, profit participations or other equity or equity based interests, warrants or rights (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, 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 voting other securities of the any Acquired Company, and no existing optionsin each case other than derivative securities not issued by an Acquired Company, warrants, calls, subscriptions, convertible (iii) outstanding securities, and no stock appreciation rights instruments, bonds, debentures, notes or limited stock appreciation rights obligations that are or other rights (including rights of first refusal), agreements may become convertible into or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell exchangeable for any shares of the capital stock ofor other securities of any Acquired Company, or equity interests in,(iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Acquired Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (h) Section 2.3(h) of the Company Disclosure Schedule sets forth a listing of all Persons who hold outstanding Company Options, Company RSUs, and Company PSUs as of the Capitalization Date, indicating, with respect to each Company Option, Company RSU, and Company PSU, the number of Shares subject thereto (including for Company PSUs, the number of Shares subject thereto at the level of actual performance attained as of the Capitalization Date at the target level of performance and at the maximum level of performance), the date of grant, the vesting schedule (including whether the terms of such award provide that its vesting will accelerate upon the Merger), the per Share exercise price (if applicable), the expiration date and, with respect to Company Options, whether such Company Option is intended to be an incentive stock option (within the meaning of Section 422 of the Code). All Company Options, Company RSUs, and Company PSUs are evidenced by agreements in the forms that have been provided to Parent. No offering period has commenced with respect to the Company ESPP.

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par valueis NIS 2,000,000 divided into 200,000,000 Company Shares, of which 30,000 shares 21,312,857 Company Shares have been designated issued and are outstanding as Series A Junior Participating Preferred Stock of the date of this Agreement. All of the outstanding Company Shares have been duly authorized and validly issued, and are fully paid and nonassessable. There are no Company Shares held by any of the Acquired Companies. No holder of any Company Shares, is entitled or subject to any preemptive right, right of participation, right of maintenance or similar right to purchase Company Shares from the Company; none of the outstanding Company Shares, and no holder of Company Shares, is subject to any right of first refusal in favor of any of the Acquired Companies; and there is no Acquired Company Contract to which the Company is a party, or, to the Knowledge of the Company, any other Acquired Company Contract, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of ("Preferred Stock"or granting any option or similar right with respect to), any Company Shares. None of the Acquired Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any Company Shares. (b) As of the date hereofof this Agreement (i) 5,602,866 Company Shares are reserved for issuance pursuant to outstanding options to purchase Company Shares and outstanding Company RSUs, and (aii) 7,818,087 shares of Common Stock 281,157 Company Shares are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued reserved for future issuance pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (cCompany Share Plans. Part 3.3(b) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter Schedule sets forth a complete and accurate list, the following information with respect to each Company Compensatory Award outstanding as of the date hereof, of this Agreement (i) the number of outstanding Options and Warrantsparticular Company Share Plan pursuant to which such Company Compensatory Award was granted, (ii) the number name of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectivelyoptionee, (iii) the number type of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option PlansCompany Compensatory Award, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding WarrantsCompany Shares subject to such Company Compensatory Award, and (v) the any applicable exercise price or purchase price of each outstanding Option and Warrantsuch Company Compensatory Award, and (vi) the number of shares of Common Stock date on which are reserved for issuance pursuant such Company Compensatory was granted, (vii) the applicable vesting schedule (including details as to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrantscircumstances in which vesting will be accelerated), and the Purchase Rightsextent to which such Company Compensatory Award is vested and, if applicable, exercisable as of the date of this Agreement, (viii) whether such Company Compensatory Award was granted with terms that would allow it to qualify for any special Tax treatment, and (ix) the date on which such Company Compensatory Award expires. The Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof made available to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders Parent accurate and complete copies of the Company on Share Plans and any matterother option plans or other incentive plans pursuant to which there are outstanding Company Compensatory Awards, and the forms of all option and other equity award agreements evidencing such outstanding Company Compensatory Awards. Except as set forth in Section 4.4 The Company Share Plans and each other option plan and other incentive plan of the Company Disclosure Letterare qualified under Section 102 of the Israeli Tax Ordinance, since March 31, 1999, and all actions necessary to maintain the qualification of the Company Share Plans and each such other option plan or other incentive plan under Section 102 of the Israeli Tax Ordinance have been taken. (c) The Company owns, beneficially and of record, all of the issued and outstanding shares or other equity interests of each of its Subsidiaries. All of the outstanding shares of the Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any Encumbrances, except for restrictions on transfers arising under applicable securities laws. (d) There is no (i) has outstanding subscription, option, call, warrant or right, in each case whether or not issued currently exercisable, to acquire from an Acquired Company any shares or other securities of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plansuch Acquired Company, (ii) has granted no Options to purchase outstanding security, instrument or obligation of an Acquired Company that is or may become convertible into or exchangeable for any shares or other securities of Common Stock under the Stock Option Plansany Acquired Company, or (iii) stockholder rights plan or similar plan commonly referred to as a “poison pill,” or Contract under which any Acquired Company is or may become obligated to sell or otherwise issue any shares or any other securities. No holder of any debt security or indebtedness of any of the Acquired Companies, and no other creditor of any of the Acquired Companies, has not amended or may acquire any general voting rights or other voting rights, approval rights or similar rights with respect to the Purchase PlanMerger or with respect to the election of directors or the business affairs of any of the Acquired Companies. (e) All outstanding Company Shares, all outstanding Company Compensatory Awards and all outstanding securities of each Subsidiary of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ivii) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as all requirements set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 200,000,000 Shares, of 30,000,000 shares which 73,430,031 Shares were issued and outstanding as of Common Stock the close of business on the day immediately preceding the date of this Agreement (including the Company Restricted Shares); and (ii) 5,000,000 shares of preferred stock, $.01 par value, Company Preferred Stock. No shares of which 30,000 shares Company Preferred Stock have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock")issued or are outstanding. As All of the date hereof, (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement outstanding Shares have been duly authorized and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasuryvalidly issued, and (d) are fully paid and nonassessable. The Company has no shares of capital stock of the Company are held by reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company's Subsidiaries. Section 4.4 ’s certificate of the Company Disclosure Letter sets forth a complete and accurate listincorporation, as of amended prior to the date hereofof this Agreement, of (i) none of the number outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of outstanding Options and Warrantsrepurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the number outstanding Shares is subject to any right of shares first refusal in favor of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, Company; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the holders thereof Acquired Corporations having a right to vote (or which are convertible into or exercisable for such securities having the right to vote) with on any matters on which the stockholders of the Company have a right to vote; (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) The Company has no shares of capital stock reserved for issuance, except that, as of the date of this Agreement: (i) 5,493,657 Shares are subject to issuance pursuant to Company Options, 656,255 Shares are subject to issuance pursuant to Company RSUs, 101,425 Shares are subject to issuance pursuant to Company PSUs and no Shares are subject to issuance pursuant to Company Stock Awards, in each case granted and outstanding under the Company’s 2005 Equity Incentive Plan, as amended (the “2005 Plan”); (ii) 11,323 Shares are subject to outstanding purchase rights (each outstanding purchase right, an “ESPP Purchase Right”) pursuant to the Company’s Employee Stock Purchase Plan (the “ESPP”); (iii) 5,800,635 Shares are issuable upon conversion of the Company’s 4.00% Convertible Senior Notes due 2016 issued pursuant to the Supplemental Indenture in an initial aggregate principal amount of $230 million (the “Convertible Senior Notes”); and (iv) 21,804 Shares are subject to issuance pursuant to Company Options granted and outstanding under the Company’s 1996 Non-Employee Directors’ Stock Option Plan, as amended (the “1996 Director Plan”) and the Company’s 1996 Equity Incentive Plan, as amended (the “1996 Plan”, and collectively with the 1996 Director Plan, the “Prior Plans”). The Company has delivered or otherwise made available to Parent or Parent’s Representatives prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Options, Company RSUs, Company PSUs, Company Stock Awards and ESPP Purchase Rights outstanding as of the date of this Agreement, the forms of all stock award agreements evidencing such Company Options, Company RSUs, Company PSUs, Company Stock Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (A) Company Option, Company RSU, Company PSU, Company Stock Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (B) Company Option and, if applicable, Company Stock Award, has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the 2005 Plan, the 1996 Director Plan, or the 1996 Plan, as applicable, on the date of such grant, (C) Company Option and, if applicable, Company Stock Award has a grant date identical to (or following) the date on which the Company’s Board of Directors or compensation committee actually awarded such Company Option or, if applicable Company Stock Award, and (D) Company Option, Company RSU, Company PSU, Company Stock Award and ESPP Purchase Right does not trigger any matterliability for the holder thereof under Section 409A of the Code. Except as set forth in Section 4.4 Part 3.3(c) of the Company Disclosure LetterSchedule contains a correct and complete list of each outstanding Company Option, since March 31Company RSU, 1999Company PSU, Company Stock Award and ESPP Purchase Right as of August 23, 2013, including the holder’s name, country and state of residence, date of grant, exercise or reference price (if applicable), number of Shares subject thereto, number of Shares vested as of such date, vesting schedule, whether any Company Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), and the Company Equity Plan under which such Company Option, Company RSU, Company PSU, Company Stock Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule contains a list of each individual who has a Pending Equity Grant as of the date of this Agreement and a brief description thereof. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (id) has not issued any shares All of Common Stock the outstanding capital stock or other than upon voting securities of, or ownership interests in, each Subsidiary of the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock Company are duly authorized, validly issued, fully paid, paid and nonassessable and owned by the Company, free and clear of preemptive rightsany Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (e) Except as set forth above in this Section 4.4 or in Section 4.4 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the Company Disclosure Lettercapital stock, there are no 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 voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issuethe Acquired Corporations; (ii) outstanding security, transfer instrument, bond, debenture, note or sell obligation that is or may become convertible into or exchangeable for any shares of the capital stock of, or equity interests in,other securities of any of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of of: (i) 30,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 15,589,951 shares have been issued and are outstanding; and (ii) 2,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding. The Company holds 10,555 shares of its capital stock in its treasury 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. None of the Avanex Corporations (other than the Company) holds any shares of Company Common Stock or any rights to acquire shares of Company Common Stock. (b) Except as set forth in Part 2.3(b) of the Company Disclosure Schedule: (i) 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 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. None of the Avanex Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of Company Common Stock held by an employee of the Company upon termination of such employee’s employment. (c) As of the date of this Agreement, 300,000 shares of Company Preferred Stock, designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As , are reserved for future issuance upon exercise of the date hereof, rights (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("the “Rights"”) issued pursuant to the Preferred Stock Rights Agreement, dated as of July 26, 2001, between the Company and EquiServe Trust Company's , N.A, as Rights Agreement Agent, as amended on March 18, 2002, May 12, 2003, May 16, 2005, March 6, 2006 and no other January 27, 2009 (the “Company Rights Agreement”). (d) As of the date of this Agreement: (i) 988,567 shares of Preferred Stock are issued and outstanding, (c) 0 shares of Company Common Stock are held by subject to issuance pursuant to Company Options; (ii) 116,889 shares of Company Common Stock are reserved for future issuance pursuant to the Officer and Director Share Purchase Plan (the “Company Officer and Director SPP”); (iii) 160,318 shares of Company Common Stock are reserved for future issuance pursuant to the 1999 Employee Stock Purchase Plan (the “Company ESPP”); (iv) 494,667 shares of Company Common Stock are reserved for future issuance pursuant to Company RSUs; and (v) 838,390 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Company in its treasury, and Option Plans. (de) no shares of capital stock of the The Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth has made available to Parent a complete and accurate list, list that sets forth with respect to each Company Equity Award outstanding as of the date hereof, of this Agreement the following information: (i) the number of outstanding Options and Warrants, particular plan (if any) pursuant to which such Company Equity Award was granted; (ii) the number name of shares the holder of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, such Company Equity Award; (iii) the number of shares of Company Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, subject to such Company Equity Award; (iv) the per share exercise price (if any) of such Company Equity Award; (v) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and exercisable, if applicable; (vi) the date on which such Company Equity Award was granted; (vii) the date on which such Company Equity Award expires; (viii) if such Company Equity Award is a Company Option, whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (ix) if such Company Equity Award is in the form of Company RSU, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company, and the forms of all Company Equity Award agreements evidencing such Company Equity Awards. The exercise price of each Company Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option pursuant to the equity plan pursuant to which such Company Option was granted. All grants of Company Equity Awards were recorded on the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents (as defined in Section 2.4(a)) in accordance with GAAP and, to the Knowledge of the Company, 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 outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Avanex Corporations. (f) Part 2.3(f) of the Company Disclosure Schedule accurately sets forth, with respect to each Company Warrant that is outstanding as of the date of this Agreement: (i) the name of the holder of such Company Warrant; (ii) the total number of shares of Company Common Stock that are subject to such Company Warrant; (iii) the date on which are reserved such Company Warrant was issued and the term of such Company Warrant; (iv) the vesting schedule for issuance upon the exercise of outstanding Warrants, such Company Warrant; and (v) the exercise price per share of Company Common Stock purchasable under such Company Warrant. The Company has Made Available to Parent accurate and complete copies of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance Contract pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the which any Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote Warrant is outstanding. (or which are convertible into or exercisable for securities having the right to voteg) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 Sections 2.3(a), 2.3(c), 2.3(d) and 2.3(f) or in Part 2.3(f) of the Company Disclosure LetterSchedule, since March 31as of the date of this Agreement, 1999, the Company there is no: (i) has outstanding subscription, option, call, warrant or right (whether or not issued currently exercisable) to acquire any shares of Common Stock the capital stock or other than upon securities of any of the exercise of Options and Warrants or pursuant to the Purchase Plan, Avanex Corporations; (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plansoutstanding security, (iii) has not amended the Purchase Plan, and (iv) has not split, combined instrument or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 obligation that is or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock may become convertible into or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell exchangeable for any shares of capital stock of, or equity interests in,the

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par valueof: (i) 266,500,000 Shares, of which 30,000 131,880,176 Shares had been issued and were outstanding as of the close of business on May 4, 2023 (the “Capitalization Date”); and (ii) 33,333 shares have been of Company Preferred Stock, of which (x) 12,575 are designated as Series A Junior Participating Preferred Stock ("O Preferred Stock"), none of which were issued and outstanding as of the Capitalization Date, (y) 4,500 are designated as Series X Preferred Stock, 3,047 of which had been issued and were outstanding as of the Capitalization Date, and (z) 600 are designated as Series X1 Preferred Stock, all of which had been issued and were outstanding as of the Capitalization Date. As of the date hereofCapitalization Date, (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are Shares were held by the Company in its treasury. All of the outstanding Shares and outstanding shares of Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. The Company owns all of the authorized and outstanding capital stock of its Subsidiary. (db) no (i) None of the outstanding shares of capital stock of the Company are held by 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 Company's Subsidiaries. Section 4.4 outstanding shares of capital stock of the Company Disclosure Letter sets forth a complete and accurate list, as are subject to any right of first refusal in favor of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, Company; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the holders thereof Company having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company to which the Company is a party. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 25,496,529 Shares were subject to issuance pursuant to Company Options granted and outstanding 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 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. Section 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 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 any matter. Company Entity to which such Company Entity is a party or by which such Company Entity is bound. (d) Except as set forth in this Section 4.4 3.3 and except for Shares issuable upon the exercise or conversion of Company Options, Company Warrants and shares of Company Preferred Stock outstanding as of the Company Disclosure LetterCapitalization Date, since March 31, 1999, the Company there are no: (i) has outstanding shares of capital stock of or other securities of any Company Entity; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not issued currently exercisable) to acquire any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares , restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free which is in any way based on or derived from the value of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other any shares of capital stock or voting other securities of any Company Entity, in each case other than derivative securities not issued by the Company, and no existing options, warrants, calls, subscriptions, convertible Company Entities; (iii) outstanding securities, and no stock appreciation rights instruments, bonds, debentures, notes or limited stock appreciation rights obligations that are or other rights (including rights of first refusal), agreements may become convertible into or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell exchangeable for any shares of the capital stock of, or equity interests in,other securities of any Company Entity; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Company Entity is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 500,000,000 shares of Company Common Stock Stock, $0.0001 par value per share, of which 40,214,029 Shares have been issued and 5,000,000 are outstanding as of the close of business on the last business day immediately preceding the date of this Agreement; and (ii) 50,000,000 shares of the Company’s preferred stock, $.01 0.01 par valuevalue per share, of which 30,000 no shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock")issued or are outstanding. As All of the date hereofoutstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable and not subject to preemptive rights. (ai) 7,818,087 shares None of Common Stock the outstanding Shares are outstandingentitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (bii) 30,000 shares none of Preferred Stock the outstanding Shares are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to any right of first refusal in favor of the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, ; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the holders thereof Company having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares or other securities. The Company Common Stock constitutes the only outstanding class of securities of the Company or its Subsidiaries registered under the Securities Act. (c) As of the close of business on any matterthe last business day immediately preceding the date of this Agreement: (i) 2,656,610 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans; (ii) 1,383,432 shares of Company Common Stock are subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans; (iii) 24,938 shares of Company Common Stock are subject to issuance pursuant to Company PSUs granted and outstanding under the Company Equity Plans (assuming maximum levels of performance); (iv) 49,000 shares of Company Common Stock are estimated to be subject to outstanding purchase rights under the ESPP (assuming that the closing price per share of Company Common Stock as reported on the purchase date for the current offering period was equal to the Merger Consideration); (v) 3,512,806 shares of Company Common Stock are reserved for future issuance under Company Equity Plans; and (vi) 328,672 shares of Company Common Stock are reserved for future issuance under the ESPP (including shares estimated in (iv) above). The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options, Company RSUs and Company PSUs outstanding as of the date of this Agreement, the forms of all stock option agreements evidencing such Company Options, and the forms of agreements evidencing the Company RSUs and Company PSUs. The Company has delivered or made available to Parent or Parent’s Representatives a copy of the ESPP. Other than as set forth in this Section 2.3(c) and Section 2.3(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 Company. (d) Except as set forth in this Section 4.4 of the Company Disclosure Letter2.3, since March 31, 1999, the Company there are no: (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its outstanding shares of capital stock. All issued and , or other equity interest in, the Company or any Subsidiary; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of Common Stock capital stock, restricted stock units, stock-based performance units or any other rights that are duly authorizedlinked to, validly issued, fully paid, nonassessable and free or the value of preemptive rights. Except as set forth above which is in this Section 4.4 any way based on or in Section 4.4 derived from the value of the Company Disclosure Letter, there are no other any shares of capital stock or voting other securities of the Company, and no existing options, warrants, calls, subscriptions, convertible Company or any Subsidiary; (iii) outstanding securities, and no instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock appreciation rights or limited stock appreciation rights or other securities of the Company or any Subsidiary; or (iv) stockholder rights plans (including rights or similar plan commonly referred to as a “poison pill”) or Contracts under which the Company or any Subsidiary is or may become obligated to sell or otherwise issue any shares of first refusal), agreements its capital stock or commitments which obligate any other securities. No outstanding capital stock of the Company or any of its Subsidiaries affiliates is held by any Employee Plan intended to issue, transfer be qualified under Section 401(a) of the Code or sell any shares related trust. (e) All of the outstanding capital stock or other voting securities of, or equity 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 laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares, of 30,000,000 shares which 45,690,547 Shares have been issued and are outstanding as of Common Stock the close of business on October 7, 2021; and (ii) 5,000,000 shares of the Company’s preferred stock, $.01 0.001 par valuevalue per share, of which 30,000 no shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock")issued or are outstanding. As All of the date hereof, (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement outstanding Shares have been duly authorized and no other shares of Preferred Stock are validly issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, fully paid and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of nonassessable. (i) None of the number outstanding Shares are entitled or subject to any preemptive right, right of outstanding Options and Warrantsrepurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the number outstanding Shares is subject to any right of shares first refusal in favor of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, Company; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling Indebtedness of the holders thereof Company having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant have a right to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, vote; and (iv) has there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. The Company is not splitunder any obligation, combined nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or reclassified otherwise acquire any of its shares of capital stockoutstanding Shares or other securities. All issued and outstanding shares of The Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free constitutes the only outstanding class of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries registered under the Securities Act. (c) As of the close of business on October 7, 2021: (i) 7,415,095 Shares are subject to issueissuance pursuant to Company Stock Awards granted and outstanding under the Company Equity Plans and (ii) 5,543,480 Shares are reserved for future issuance under the Company Equity Plans and under the Company ESPP Plan. The Company has delivered or made available to Parent 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 agreements evidencing such Company Stock Awards Other than as set forth in this Section 4.4(c), transfer there is no issued, reserved for issuance, outstanding or sell 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 has a grant date identical to the date on which the Company Board 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 this Section 4.4, as of the close of business on the Business Day immediately preceding the Agreement Date, there are no: (i) outstanding shares of capital stock, or other equity interest in, the Company or any of its Subsidiaries; (ii) outstanding subscriptions, options, calls, warrants or 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 Company or any of its Subsidiaries; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; or (iv) stockholder rights plans (or similar plan commonly referred to as a “poison pill”) or 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. (e) All of the outstanding capital stock or other voting securities of, or equity 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 laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 200,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 48,268,495 shares had been issued and were outstanding as of the close of business on July 29, 2013; and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock")issued or are outstanding. As All of the date hereofoutstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable. (ab) 7,818,087 Except as set forth in Part 3.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock are outstandingentitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (bii) 30,000 none of the outstanding shares of Preferred Company Common Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to any right of first refusal in favor of the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, ; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the holders thereof Company having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. The Company is not under any obligation, nor is it 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 other securities. The Company Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on any matterJuly 29, 2013: (i) 4,519,867 shares of Company Common Stock were subject to issuance pursuant to Company Options granted and outstanding under the 2010 Plan; (ii) 359,500 shares of Company Common Stock were subject to issuance pursuant to Company Options granted and outstanding under the 2010 Director’s Plan; (iii) 85,000 shares of Company Common Stock were estimated to be subject to outstanding purchase rights under the ESPP (assuming that the closing price per share of Company Common Stock as reported on the on the purchase date for the current offering period was equal to the Offer Price); (iv) 631,040 shares of Company Common Stock were subject to issuance pursuant to Company Options granted and outstanding under the 2006 Plan; (v) 1,565,134 shares of Company Common Stock were subject to issuance pursuant to the Company Warrants; (vi) 5,366,003 shares of Company Common Stock were reserved for future issuance under Company Equity Plans; and (vii) 442,471 shares of Company Common Stock were reserved for future issuance under the ESPP. As of the close of business on July 29, 2013, the weighted average exercise price of the Company Options outstanding as of that date was $4.9947. Other than as set forth in this Section 3.3(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 the Company. (d) Except as set forth in this Section 4.4 3.3 or in Part 3.3(d) of the Company Disclosure LetterSchedule, since March 31, 1999, the Company there are no: (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or other equity interests interest in,, the Company or Company Equity Awards, other than Company Options; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company, in each case other than derivative securities not issued by the Company; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 150,000,000 shares of Company Common Stock and 5,000,000 15,000,000 shares of preferred stock, par value $.01 par value, of which 30,000 shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock")0.001 per share. As of the date hereofclose of business on August 22, 2022 (athe “Capitalization Date”), there were (i) 7,818,087 49,412,659 shares of Company Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, of which (cA) 0 2,817,902 shares of Common Stock are held by the were Company in its treasuryRestricted Stock, (B) 81,900 were vested and settled restricted share units and (C) 218,418 were outstanding Performance-Vested Restricted Stock, and (dii) no shares of preferred stock outstanding. (b) Except as set forth on Section 3.3(b) of the Company Disclosure Schedule, (i) none of the outstanding shares of capital stock of the Company Acquired Corporations are held by the Company's Subsidiaries. Section 4.4 entitled or subject to any preemptive right, right of the Company Disclosure Letter sets forth a complete and accurate listrepurchase or forfeiture, as right of the date hereofparticipation, right of (i) the number of outstanding Options and Warrants, maintenance or any similar right; (ii) none of the number of outstanding shares of Common Stock which can be acquired upon capital stock of the exercise Acquired Corporations are subject to any right of all outstanding Options and Warrants, respectively, first refusal in favor of any Acquired Corporation; (iii) other than the number of shares of Common Stock which Convertible Notes, there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof indebtedness of any Acquired Corporation having a right to vote (or which that are convertible into or exercisable for securities having the right to vote) with on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired Corporations. No Acquired Corporation is under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations, except in connection with or under the Capped Call Transactions and Convertible Notes Indenture. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (c) Except as set forth on Section 3.3(c) of the Company Disclosure Schedule, as of the close of business on the Capitalization Date, (i) 6,219,563 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 314,889 Shares were subject to issuance pursuant to Company SARs granted and outstanding under the Company Equity Plans, (iii) 28,298 Shares were subject to issuance pursuant to Company Restricted Stock awards granted and outstanding under the Company Equity Plans if the target 100% level of performance is achieved pursuant to performance vesting Company Restricted Stock awards granted and outstanding under the Company Equity Plans (“Company Performance-Vested Restricted Stock”), (iv) 190,120 Shares of Company Restricted Stock (other than Company Performance-Vested Restricted Stock) were granted and outstanding under the Company Equity Plans if the target 100% level of performance is achieved pursuant to performance vesting, (v) 230,872 Shares were subject to issuance pursuant to unvested Company RSUs granted under the Company Equity Plans, (vi) 4,867,678 Shares were reserved for future issuance under the Company Equity Plans, (vii) 239,568 Shares were reserved for future issuance under the Company ESPP and (viii) 12,662,650 Shares were reserved for future issuance in connection with any matterconversions of the Convertible Notes. Other than as set forth in this Section 3.3(c), there is no issued, reserved for issuance, outstanding or authorized restricted stock, restricted stock unit, stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Company. (d) Except as set forth in this Section 4.4 3.3 and except for Company Options, Company SARs, Company Restricted Stock (including Company Performance-Vested Restricted Stock), Company RSUs and the Convertible Notes (and Shares issuable on the exercise, vesting or conversion thereof, as applicable) as of the Company Disclosure Letterclose of business on the Capitalization Date, since March 31, 1999, the Company there are no: (i) has outstanding shares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not issued currently exercisable) to acquire any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares , restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free which is in any way based on or derived from the value of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other any shares of capital stock or voting other securities of the Companyany Acquired Corporation, and no existing options, warrants, calls, subscriptions, convertible in each case other than derivative securities not issued by any Acquired Corporation; (iii) outstanding securities, and no stock appreciation rights instruments, bonds, debentures, notes or limited stock appreciation rights obligations that are or other rights (including rights of first refusal), agreements may become convertible into or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell exchangeable for any shares of the capital stock ofor other securities of any Acquired Corporation; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) The Company has delivered or made available to Parent a listing of all Persons who hold outstanding Company Options, Company SARs, Company Restricted Stock (including Company Performance-Vested Restricted Stock) or equity interests in,Company RSUs as of the close of business on the Capitalization Date, indicating, with respect to each award, the number of Shares subject or underlying thereto (determined at the maximum level of performance in the case of Company Performance-Vested Restricted Stock), date of grant, vesting schedule or criteria and the exercise price and expiration date, if applicable. (f) Each award of a Company Option, Company SAR, Company RSU and Company Restricted Stock (including Company Performance-Vested Restricted Stock) (i) was granted in material compliance with all applicable Legal Requirements of each jurisdiction where the recipient of such award was a resident and all applicable securities laws or exemptions therefrom and (ii) was granted under a Company Equity Plan and is in material compliance with all requirements set forth in such Company Equity Plan. Each Company Option and Company SAR (A) has an exercise or strike price that is no less than the fair market value of the Shares underlying such Company Option or Company SAR on the grant date and (B) does not constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code. (g) All Convertible Notes were issued pursuant to, and all the terms and conditions of the Convertible Notes are evidenced by, the Convertible Notes Indenture. All Capped Call Transactions were entered into pursuant to, and all Capped Call Transactions are evidenced by, the Capped Call Documentation. There are no other agreements or side letters with respect to the Convertible Notes or Capped Call Transactions. The Conversion Rate (as defined in the Convertible Notes Indenture) is 40.0400 shares of Company Common Stock per $1,000 principal amount of the Convertible Notes as of the date of this Agreement and there have been no adjustments to any of the terms of the Capped Call Transactions prior to the date of this Agreement.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 340,000,000 Shares, of 30,000,000 which 165,980,981 Shares (inclusive of Company Restricted Shares) were issued and are outstanding as of the close of business on August 18, 2016 (the “Capitalization Date”); and (ii) 1,000,000 shares of Common Stock and 5,000,000 shares of the Company’s preferred stock, $.01 0.01 par valuevalue per share (the “Company Preferred Stock”), of which 30,000 no shares have been issued or are outstanding, and of which 85,000 shares are designated as Series A C Junior Participating Preferred Stock ("Preferred Stock"). As of in accordance with the date hereof, (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Company Rights ("Rights") issued Plan pursuant to the Company's Rights Agreement and no other shares terms thereof none of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, which rights as of the date hereofhereof have been or are exercisable. All of the outstanding Shares have been duly authorized and validly issued, of and are fully paid and nonassessable. (i) None of the number outstanding Shares are entitled or subject to any preemptive right, right of outstanding Options and Warrantsrepurchase or forfeiture, right of participation, right of maintenance or any similar right, other than the Stock Purchase Rights; (ii) none of the number outstanding Shares are subject to any right of shares first refusal in favor of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, Company; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the holders thereof Company having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares or other securities. The Shares constitute the only outstanding class of securities of the Company or its Subsidiaries registered under the Securities Act. (c) As of the close of business on any matterthe Capitalization Date: (i) 10,337,344 Shares are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plan with such Company Options having a weighted average exercise price of $26.0548 per Share; (ii) 929,200 Shares are covered by Company SARs granted and outstanding under the Company Equity Plan with such Company SARs having a weighted average base price of $12.0864 per Share; (iii) 1,539,300 Shares are subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plan; (iv) 159,121 Shares (assuming achievement at target performance, which number would be 198,901 Shares assuming achievement at maximum performance) are subject to issuance pursuant to Company PSUs granted and outstanding under the Company Equity Plan; (v) 83,000 Shares are estimated to be subject to outstanding purchase rights under the ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to the Offer Price); (vi) 7,451,081 Shares are reserved for future issuance under the Company Equity Plan; and (vii) 5,687,914 Shares are reserved for future issuance under the ESPP (including shares estimated in (v) above). Other than as set forth in Section 3.3(b) and this Section 3.3(c), as of the close of business on the Capitalization Date, there are no issued, reserved for issuance, outstanding or authorized equity-based awards with respect to the Company. (d) Except as set forth in this Section 4.4 3.3, as of the Company Disclosure Letter, since March 31, 1999, close of business on the Capitalization Date and except as may be issued pursuant to the Company Rights Plan, there are no: (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or other equity interest in, any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) obligating any Acquired Corporation 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 any Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations issued by any Acquiring Corporation that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Corporation; or (iv) stockholder rights plans (or similar plan commonly referred to as a “poison pill”) or Contracts under which the Company or any Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (other than the Company Rights Plan). There are no voting trusts, Contracts or arrangements or understandings to which the Company or any Acquired Corporation is a party with respect to the voting or registration of any securities of the Company. (e) All of the 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 laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par valueof: (i) 100,000,000 Shares, of which 30,000 28,343,139 shares were issued and outstanding as of the close of business on September 8, 2015 (of which 388,474 are Company SPR Shares and 97,464 are Company CSPA Shares) and (ii) 2,500,000 shares of Company Preferred Stock, of which no shares were issued and outstanding as of the close of business on September 8, 2015. All of the outstanding Shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereofduly authorized and validly issued, (a) 7,818,087 shares of Common Stock and are outstanding, fully paid and nonassessable. (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights"Except as set forth in Section 3.3(b) issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) none of the number outstanding Shares is entitled or subject to, or has been issued in violation of, any preemptive right, antidilutive right, vesting condition, right of outstanding Options and Warrantsrepurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the number outstanding Shares is subject to any right of shares first refusal in favor of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, Company; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the holders thereof Company having a right to vote (or which are convertible into or exercisable for such securities having the right to vote) with on any matters on which the stockholders of the Company have a right to vote; (iv) other than the Support Agreements, there are no stockholder agreements, proxies, voting trusts or any other Company Contracts 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. None of the Acquired Entities is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares or other Company securities. (c) As of as of the close of business on September 8, 2015, the Company has no shares of capital stock reserved for issuance, except for: (i) 4,362,906 Shares subject to issuance pursuant to Company Options and Company RSUs granted and outstanding under either the Envivio, Inc. 2012 Stock Incentive Plan (the “2012 Plan”) the Envivio, Inc. 2000 Stock Option Plan (the “2000 Plan”) or the Envivio, Inc. 2010 Stock Option Plan (the “2010 Plan”) and (ii) 1,542,991 Shares which are available for issuance pursuant to the 2012 Plan, including in respect of Company Options granted and subsequently forfeited or terminated for any matterreason before being exercised under the 2010 Plan and 2000 Plan and Shares reserved for issuance under the 2012 Plan but not yet subject to outstanding awards granted thereunder. (d) The Company has delivered or otherwise made available to Parent or Parent’s Representatives prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Options, Company SPR Shares, Company CSPA Shares and Company RSUs outstanding as of the date of this Agreement and the forms of all award agreements evidencing such Company Options, Company SPR Shares, Company CSPA Shares and Company RSUs (and no such award contains terms that are materially different from the applicable form agreement). Except as Each Company Option, Company SPR Share, Company CSPA Share and Company RSU was granted in compliance in all material respects with all applicable Law and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued. The terms of the Company Equity Plans permit the Company Options, Company SPR Shares, Company CSPA Shares and Company RSUs to be treated in the manner set forth in Section 4.4 2.9. Section 3.3(c) of the Company Disclosure LetterLetter contains a correct and complete list of each outstanding Company Option, since March 31Company SPR, 1999Company CSPA and Company RSU as of the close of business on September 8, 2015, including the holder’s name, country and state of residence, date of grant, exercise or purchase price (if applicable), the number of Shares subject thereto, the number of Shares subject thereto that have vested as of such date, the vesting schedule, whether any Company (i) has not issued any shares Option was at the time of Common Stock other than upon the exercise of Options and Warrants or pursuant grant, intended to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the qualify as an Incentive Stock Option Plans, (iii) has not amended within the Purchase Planmeaning of the Code), and the Company Equity Plan under which such Company Option, Company SPR, Company CSPA and Company RSU was granted. (ive) has not splitAll of the outstanding capital stock or other voting securities of, combined or reclassified any ownership interests in, each Subsidiary of its shares of capital stock. All issued and outstanding shares of Common Stock the Company are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rightsrights and, where applicable, nonassessable and owned directly or indirectly by the Company, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Entities own any voting interest in any Person except for the voting interests in the Acquired Entities. No Subsidiary of the Company owns any shares of capital stock of the Company. (f) Except as set forth in Section 3.3(a) or 3.3(c), no shares of capital stock of the Company have been issued, are reserved for issuance or are outstanding. Except as set forth above in this Section 4.4 or in Section 4.4 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the Company Disclosure Lettercapital stock, there are no 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 voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries the Acquired Entities or granting any preemptive or anti-dilutive or similar rights with respect to issue, transfer or sell any shares of capital stock ofor securities of any of the Acquired Entities; (ii) outstanding security, instrument, bond, debenture, note or equity interests in,obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Entities or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Entities is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares, of 30,000,000 which 28,801,863 shares have been issued and are outstanding as of the close of business on September 26, 2019 (the “Capitalization Date”); and (ii) 10,000,000 shares of Common Stock and 5,000,000 shares of the Company’s preferred stock, $.01 0.001 par valuevalue per share, of which 30,000 no shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock")issued or are outstanding. As All of the date hereof, (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement outstanding Shares have been duly authorized and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasuryvalidly issued, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete fully paid and accurate list, as of the date hereof, of nonassessable. (i) None of the number outstanding Shares are entitled or subject to any preemptive right, right of outstanding Options and Warrantsrepurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the number outstanding Shares is subject to any right of shares first refusal in favor of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, Company; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof Indebtedness of any Acquired Corporation having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares or other securities. The Company Common Stock constitutes the only outstanding class of securities of the Acquired Corporations registered under the Securities Act. Other than the Support Agreements, there are no Company Contracts (including any voting trusts) with respect to the voting of any Shares. All outstanding Shares have been offered and issued in compliance in all material respects with all applicable securities Laws. (c) As of the close of business on the Capitalization Date: (i) 4,771,803 Shares are subject to issuance pursuant to Company Options; (ii) 80,267 Shares are subject to issuance pursuant to Company RSUs; and (iii) 2,189,599 Shares are reserved for future issuance under the Company Equity Plans. The Company has delivered or made available to Parent or Parent’s Representatives copies of the Company Equity Plans covering the Company Options and Company RSUs outstanding as of the Agreement Date, the forms of all stock option agreements evidencing such Company Options, restricted stock unit grant notices and the forms of agreements evidencing the Company RSUs. Other than as set forth in this Section 4.3(c) and Section 4.3(b), there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, stock appreciation, phantom stock, profit participation, exercisable or exchangeable securities, similar rights or equity-based awards with respect to the Company or any matter. other rights that are linked in any way to the price or way of any class of capital stock or share capital of the Company or the value of the Company. (d) Section 4.3(d) of the Company Disclosure Letter contains a true, correct and complete list, as of the close of business on the second business day immediately preceding the Agreement Date, of (A) the name of each holder of Company Options or RSUs, (B) the Company Equity Plan under which such Company Option or RSU was granted, (C) the number of Shares subject to each such outstanding Company Option and RSU, (D) the vesting schedule of each such Company Option and RSU, (E) the grant date of each such Company Option and RSU, (F) the exercise price and expiration date of each such Company Option, and (G) whether each such Company Option is intended to qualify as an “incentive stock option” under Section 422 of the Code, to the extent applicable. (e) Except as set forth in Section 4.4 Sections 4.3(a) and 4.3(c), as of the Company Disclosure Letterclose of business on the Business Day immediately preceding the Agreement Date, since March 31, 1999, the Company there are no: (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its outstanding shares of capital stock. All issued and , or other equity interest in, any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants, rights or obligations (whether or not currently exercisable) to acquire any shares of Common Stock capital stock, restricted stock units, stock-based performance units or any other rights or obligations that are duly authorizedlinked to, validly issued, fully paid, nonassessable and free or the value of preemptive rights. Except as set forth above which is in this Section 4.4 any way based on or in Section 4.4 derived from the value of the Company Disclosure Letter, there are no other any shares of capital stock or other securities of any Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Corporation; or (iv) stockholder rights plans (or similar plan commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (f) All of the 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 no existing optionsof record, warrantsfree and clear of all Encumbrances and transfer restrictions, calls, subscriptions, convertible securities, except for such Encumbrances and no stock appreciation rights or limited stock appreciation rights transfer restrictions of general applicability as may be provided under the Securities Act or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 83,750,000 Shares, of 30,000,000 shares which 52,472,785 Shares had been issued and were outstanding as of Common Stock the close of business on April 30, 2020 (the “Capitalization Date”), of which 4,223,189 Shares constituted Restricted Shares and (ii) 5,000,000 shares of preferred stock, $.01 par valueCompany Preferred Stock, of which 30,000 no shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereof, (a) 7,818,087 shares of Common Stock are outstanding. From the Capitalization Date to the execution of this Agreement, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") the Company has not issued any Shares, including Restricted Shares, except pursuant to the Company's Rights Agreement and no other shares exercise of Preferred Stock are issued and outstanding, Options (c) 0 shares of Common Stock are held by as defined in the Company ESPP) under the Company ESPP or the exercise of Company Options outstanding as of the Capitalization Date in its treasuryaccordance with their terms and, since the Capitalization Date, the Company has not issued any Company Options, Company RSUs or other equity or equity-based awards. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable. (di) no shares None of capital stock the outstanding equity interests of the Company are held by the Company's Subsidiaries. Section 4.4 entitled or subject to any preemptive right, right of the Company Disclosure Letter sets forth a complete and accurate listrepurchase or forfeiture, as right of the date hereofparticipation, right of (i) the number of outstanding Options and Warrants, maintenance or any similar right; (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders indebtedness of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries having a right to issuevote on any matters on which the holders of the outstanding equity interests of the Company have a right to vote, transfer as applicable; and (iii) there is no Contract to which the Company or sell any of its Subsidiaries is subject 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 equity interests of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act or the Exchange Act. (c) As of the close of business on the Capitalization Date: (i) 2,708,070 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 1,383,796 Shares were subject to issuance pursuant to In-The-Money Company Options granted and outstanding under the Company Equity Plans and such In-The Money Company Options had a weighted average exercise price of $5.75, (iii) 42,702 Shares were subject to issuance pursuant to Out-Of-The-Money Company Options granted and outstanding under the Company Equity Plans with an exercise price payable per Share less than $12.50 and such Out-Of-The-Money Company Options had a weighted average exercise price of $12.14, (iv) 944,076 Shares are subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (v) 472,648 Shares were reserved for future issuance under Company Equity Plans and (vi) 349,650 Shares were reserved for future issuance under the Company ESPP. (d) Except as set forth in this Section 3.3 and except for the Company Options and Company RSUs outstanding as of the date of this Agreement (and Shares issuable upon the exercise or vesting thereof), there are no: (i) outstanding shares of capital stock or other securities of the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company or any of its Subsidiaries, in each case other than derivative securities not issued by the Company; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries; (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or 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 (v) voting trusts or other Contract to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or any of its Subsidiaries. (e) Section 3.3(e) of the Company Disclosure Schedule sets forth a listing of all Persons who hold outstanding Company Options, Company RSUs, or Restricted Shares as of the close of business on the Capitalization Date, indicating, with respect to each Company Option, Company RSU, or Restricted Share, as applicable, the number of Shares subject thereto, the date of grant, the vesting schedule applicable thereto, the per Share exercise price with respect each Company Option, and expiration date. Other than Shares reserved for future issuance under the Company ESPP, the outstanding Options (as defined in the Company ESPP) under the Company ESPP or as set forth in this Section 3.3(e), as of the date of the Capitalization Date, there is no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar equity or equity-based awards with respect to the Company or any of its Subsidiaries. (f) All of the outstanding capital stock or other voting securities of, or equity 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 laws.

Capitalization, Etc. (a) The authorized capital stock of the Company as of the date of this Agreement consists solely of 30,000,000 30,000 shares of Company Common Stock and 5,000,000 shares of preferred stockStock, par value $.01 par value0.01 per share, of which 30,000 21,230 shares have been designated issued and are outstanding as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereof, (a) 7,818,087 of this Agreement. The Company does not hold any shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and (dare fully paid and nonassessable. Except as set forth in Part 2.6(a) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate listSchedule, as none of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Company Common Stock which can be acquired upon is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Company Common Stock which are reserved for issuance upon is subject to any right of first refusal in favor of the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase PlanCompany. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has as set forth in Part 2.6(a) there are no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the holders thereof Company having a right to vote (or on any matters on which are convertible into or exercisable for securities having the Company stockholders have a right to vote) with the stockholders of the Company on any matter. Except as contemplated herein or as set forth in Section 4.4 Part 2.6(a) of the Company Disclosure LetterSchedule, since March 31there is no Company Contract relating to the voting or registration of, 1999or restricting any Person from purchasing, the Company selling, pledging or otherwise disposing of (i) has not issued or granting any option or similar right with respect to), any shares of Company Common Stock other than upon the exercise of Options and Warrants or Stock. The Company is not under any obligation, nor is it bound by any Contract pursuant to the Purchase Planwhich it may become obligated, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plansrepurchase, (iii) has not amended the Purchase Plan, and (iv) has not split, combined redeem or reclassified otherwise acquire any of its shares of capital stock. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rightsor other securities. Except as set forth above in this Section 4.4 or in Section 4.4 Part 2.6(a) of the Company Disclosure Letter, there are no other Schedule accurately and completely lists all repurchase and forfeiture rights held by the Company with respect to shares of Company Common Stock and specifies each holder of Company Common Stock, the date of purchase of such Company Common Stock, the number of shares of Company Common Stock subject to such repurchase rights, the purchase price paid by such holder, and the vesting schedule under which such repurchase rights lapse. (b) The Company does not have, and has never had, any stock option plan or any other plan, program, agreement or arrangement providing for any equity-based compensation for any Person. (c) 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 voting other securities of the CompanyCompany or any of its Subsidiaries; (ii) outstanding security, and no existing options, warrants, calls, subscriptions, instrument or obligation that is or may become convertible securities, and no into or exchangeable for any shares of the capital stock appreciation rights or limited stock appreciation rights or other securities of the Company or any of its Subsidiaries; (iii) stockholder rights plan (including rights of first refusal), agreements or commitments similar plan commonly referred to as a “poison pill”) or Contract under which obligate the Company or any of its Subsidiaries is or may become obligated to issue, transfer sell or sell 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 ofor other securities of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or equity interests in,other similar rights with respect to the Company or any of its Subsidiaries. (d) All outstanding shares of Company Common Stock, options and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) The Company has not declared, made or paid any dividends or distributions on any shares of Company Capital Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred common stock, $.01 no par value, as follows: 10,000,000 Class A Voting Common Shares, no par value per share, and 20,000,000 Class B Common Shares, no par value per share, of which 30,000 shares 7,200,000 Voting Shares and 2,109,250 Non-Voting Shares (the “Existing Shares”) have been designated issued and are outstanding as Series A Junior Participating Preferred Stock of the date of this Agreement. All of such Existing Shares ("Preferred Stock"i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable, and (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements. (b) The Company has issued Options that are outstanding as of the date of this Agreement to purchase 1,754,000 Non-Voting Shares (the “Option Shares” and together with the Existing Shares the “Shares”). Schedule 3.5(b) attached hereto accurately sets forth, with respect to each Option outstanding as of the date hereof (whether vested or unvested): (i) the name of the holder of such Option; (ii) the total number of shares of capital stock with respect to which such Option is exercisable; (iii) the exercise price per share of capital stock purchasable under such Option, and (iv) the expiration date of such Option. All of such Options will immediately vest and become fully exercisable in accordance with their terms upon the execution of this Agreement and, if not exercised on or prior to 30 days after the date of this Agreement, shall lapse and be of no further force or effect. All of the Option Shares, upon the exercise of such Options, and all of the Shares, as of the Closing Date, shall (i) have been duly authorized and validly issued, (ii) fully paid and non-assessable, (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and (iv) be held by the LogicTools Stockholders, free and clear of any Encumbrances. (c) As of the date hereof, (a) 7,818,087 shares except for the Existing Shares and the Options, and as of Common Stock the Closing, except for the Shares, there are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and will be no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by and the Company in its treasuryhas not issued or agreed to issue or will issue or agree to issue any: (i) share of capital stock or other equity or ownership interest; (ii) option, and (d) no warrant or interest convertible into or exchangeable or exercisable for the purchase of shares of capital stock or other equity or ownership interests; (iii) stock appreciation right, phantom stock, interest in the ownership or earnings of the Company or other equity equivalent or equity-based award or right; or (iv) bond, debenture or other indebtedness having the right to vote or convertible or exchangeable for securities having the right to vote (collectively “Capital Stock”). (d) Except as set forth in Schedule 3.5(d) attached hereto and except for the Shareholders Agreement, which will be terminated as of the Effective Time, and the rights of the holders of Options to purchase Non-Voting Shares described in Section 3.5(b) hereto, and the rights granted to the ILOG Group under this Agreement, there are held by the Company's Subsidiaries. Section 4.4 no outstanding obligations of the Company Disclosure Letter sets to issue, sell or transfer or repurchase, redeem or otherwise acquire, or that relate to the holding, voting or disposition of or that restrict the transfer of, the issued or unissued capital stock or other equity or ownership interests of the Company. No shares of capital stock or other equity or ownership interests of the Company, including the Shares, have been issued in violation of any rights, agreements, arrangements or commitments under any Legal Requirements, Company Constituent Documents or any Company Contract to which the Company is a party or by which the Company is bound. (e) As of the date hereof, the LogicTools Stockholders own, beneficially and of record, the number of Existing Shares and Options respectively set forth a complete opposite each LogicTools Stockholders’ name on Schedule 3.5(e) attached hereto, and accurate listas of the Closing Date, assuming the exercise of all Options outstanding as of the date hereof, the LogicTools Stockholders will own, beneficially and of (i) record, the number of outstanding Options and WarrantsShares respectively set forth opposite each such LogicTools Stockholders’ name on Schedule 3.5(e) attached hereto, (ii) the number of shares of Common Stock which can be acquired upon the exercise of representing all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Shares and Capital Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, free and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights clear of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of of: (i) 30,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 16,874,486 shares have been designated issued and are outstanding as Series A Junior Participating Preferred Stock of the date of this Agreement and ("ii) 4,700,000 shares of Company Preferred Stock"), none of which is issued and outstanding as of the date of this Agreement. Except as set forth in Part 2.3(a) (i) of the Company Disclosure Schedule, 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 nonassessable. As of the date hereofof this Agreement, (a) 7,818,087 there are no shares of Company Common Stock held by any of the other Company Entities. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule: (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 Company 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. None of the Company Entities is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. (b) As of the date of this Agreement: (i) 1,842,352 shares of Company Common Stock are outstanding, reserved for future issuance pursuant to stock options granted and outstanding under the Company's 2001 Equity Incentive Plan; and (bii) 30,000 51,833 shares of Preferred Company Common Stock are subject reserved for future issuance pursuant to Preferred stock options granted and outstanding under the Company's Non-Qualified Stock Purchase Rights Option Plan. The Company Entities have no employee stock purchase plan, nor have the Company Entities ever had an employee stock purchase plan. ("Rights") issued Options to purchase shares of Company Common Stock (whether granted by the Company pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstandingstock option plans, (c) 0 shares of Common Stock are held assumed by the Company in its treasuryconnection with any merger, and (dacquisition or similar transaction or otherwise issued or granted) no shares of capital stock of the are referred to in this Agreement as "Company are held by the Company's Subsidiaries. Section 4.4 Options.") Part 2.3(b) of the Company Disclosure Letter Schedule sets forth a complete and accurate list, the following information with respect to each Company Option outstanding as of the date hereof, of this Agreement: (i) the number of outstanding Options and Warrants, particular plan (if any) pursuant to which such Company Option was granted; (ii) the number name of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, optionee; (iii) the number of shares of Company Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, subject to such Company Option; (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding such Company Option; (v) the date on which such Company Option and Warrant, and was granted; (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrantsapplicable vesting schedule, and the Purchase Rights, 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 no outstanding bonds, debentures, notes or other obligations entitling the holders thereof made available to vote (or Parent accurate and complete copies of all stock option plans pursuant to which are convertible into or exercisable for securities having the right to vote) with the stockholders any of the outstanding Company on any matter. Options were issued, and the forms of all stock option agreements evidencing such options. (c) Except as set forth in Section 4.4 Part 2.3(b) and Part 2.3(c) of the Company Disclosure Letter, since March 31, 1999, the Company Schedule there is no: (i) has outstanding subscription, option, call, warrant or right (whether or not issued currently exercisable) to acquire any shares of Common Stock the capital stock or other than upon securities of any of the exercise of Options and Warrants or pursuant to the Purchase Plan, Company Entities; (ii) has granted no Options to purchase outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Common Stock under the Stock Option Plans, capital stock or other securities of any of the Company Entities; (iii) has not amended stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Purchase PlanCompany 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 any of the Company Entities. (d) All outstanding capital stock, options and other securities of the Company Entities have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ivii) has not split, combined or reclassified any all requirements set forth in applicable Contracts. (e) All of its the outstanding shares of capital stock. All issued stock of the corporations identified in Part 2.1(a) (ii) of the Company Disclosure Schedule have been duly authorized and outstanding shares of Common Stock are duly authorized, validly issued, are fully paid, paid and nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 , with no personal liability attaching to the ownership thereof, and are owned beneficially and of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of record by the Company, free and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights clear of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) ten million (10,000,000) Shares of 30,000,000 Company Common Stock, par value $0.001 per share; and (ii) five million (5,000,000) shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par value, of which 30,000 shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"), par value $0.001 per share. As of the date hereof, (a) 7,818,087 3,907,127 shares of Company Common Stock have been issued and are outstanding and no shares of the Company’s Preferred Stock have been issued or are outstanding, (b) 30,000 shares . Such Shares constitute all of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no outstanding shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable. There are no Shares held by any of the Company’s Subsidiaries. None of the outstanding Shares is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right or subject to any right of first refusal in favor of the Company and there is no Acquired Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any Shares. None of the Acquired Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares. All issued and outstanding Shares are free and clear of any 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 the date hereof: (i) 995,394 shares of Company Common Stock are subject to issuance pursuant to non-statutory stock options granted and outstanding under the stock option plans set 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 Option outstanding as of the date of this Agreement: (i) the number of outstanding Options and Warrants, Company Option Plan pursuant to which such Option was granted; (ii) the number name of shares the holder of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, such Option; (iii) the number of shares of Company Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, subject to such Option; (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding such Option; (v) the date on which such Option and Warrant, and was granted; (vi) the number extent to which such Option is vested and exercisable as of shares the date of Common Stock this Agreement; and (vii) the date on which are reserved for issuance such Option expires. The Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Purchase Plan. Except for the Common Stock, the Rights, the Company has granted Options, the Warrants, and the Purchase Rights, forms of all stock option agreements evidencing such options. The Company Option Plans constitute all stock option plans pursuant to which the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof granted options to vote purchase shares of Company Common Stock. (or which are convertible into or exercisable for securities having the right to votec) with the stockholders of the Company on any matter. Except as described in Section 3.3(a) and Section 3.3(b) and as set forth in Section 4.4 on Schedule 3.3(c) of the Company Disclosure LetterSchedules, since March 31, 1999, the Company there is no: (i) has outstanding subscription, option, call, warrant or right (whether or not issued currently exercisable) to acquire any equity interests or other securities of any of the Acquired Companies; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any equity interests or other securities of any of the Acquired Companies; (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Companies is or may become obligated to sell or otherwise issue any shares of Common Stock its equity interests or any other than upon the exercise of Options and Warrants securities; or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined condition or reclassified circumstance that may give rise to or provide a basis for the assertion of a claim by any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 Person to the effect that such Person is entitled to acquire or in Section 4.4 of the Company Disclosure Letter, there are no other receive any shares of capital stock or voting other securities of any of the Acquired Companies ((i) through (iv) collectively, “Stock Rights”). (d) All outstanding shares of Company Common Stock, all outstanding Options and all outstanding 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. All of the outstanding equity interests of each of the Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and no existing optionsnonassessable and are owned beneficially and of record by the Company, warrants, calls, subscriptions, convertible securities, free and no stock appreciation rights or limited stock appreciation rights or other rights (including rights clear of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 shares (i) an unlimited number of Common Stock and 5,000,000 shares of preferred stock, $.01 par valueShares, of which 30,000 shares 18,833,739 Common Shares have been designated issued and are outstanding as Series A Junior Participating Preferred of the date of this Agreement and (ii) an unlimited number of preferred shares, of which no preferred shares are issued or outstanding as of the date of this Agreement. All of the outstanding Common Shares have been duly authorized and validly issued, and are fully paid and nonassessable. There are no Common Shares held by any of the other Acquired Corporations. None of the outstanding Common Shares is entitled or subject to any preemptive right, right of participation or any similar right; none of the outstanding Common Shares is subject to any right of first refusal in favor of the Company; and 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 Common Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Common Shares. Upon consummation of the Arrangement, (A) the shares of Parent Common Stock issued in exchange for any Common Shares that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any Common Shares 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 ("Preferred Stock"). B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. (b) As of the date hereof, of this Agreement: (ai) 7,818,087 shares of 3,147,900 Common Stock are outstanding, (b) 30,000 shares of Preferred Stock Shares are subject to Preferred Stock issuance pursuant to stock options granted and outstanding under the Company's Amended and Restated Share Compensation Plan (the "Share Compensation Plan"), (ii) there are no Common Shares that are subject to issuance pursuant to the purchase rights granted under the Share Compensation Plan and (ii) 12,500 Common Shares are reserved for future issuance pursuant to the Company Warrants. (Purchase Rights rights and options to purchase Common Shares ("Rights") issued whether granted by the Company pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstandingstock plans, (c) 0 shares of Common Stock are held assumed by the Company in its treasuryconnection with any arrangement, and (dmerger, acquisition or similar transaction or otherwise issued or granted) no shares of capital stock of the are referred to in this Agreement as "Company are held by the Company's Subsidiaries. Section 4.4 Options.") Part 2.3(b) of the Company Disclosure Letter Schedule sets forth a complete and accurate list, the following information with respect to each Company Option outstanding as of the date hereof, of this Agreement: (i) the number of outstanding Options and Warrants, particular plan (if any) pursuant to which such Company Option was granted; (ii) the number name of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, optionee; (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, Shares subject to such Company Option; (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding such 8. Company Option; (v) the date on which such Company Option and Warrant, and was granted; (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrantsapplicable vesting schedule, and the Purchase Rights, 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 no delivered to Parent accurate and complete copies of all stock plans pursuant to which any of the Acquired Corporations has granted outstanding bondsstock awards, debentures, notes or other obligations entitling and the holders thereof forms of all agreements evidencing such awards. The Company has delivered to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders Parent accurate and complete copies of the Company on any matterWarrants. The exercise price of the Company Warrants is Cdn$6.00 per share. (c) Except as set forth in Section 4.4 of the Company Disclosure Letter2.3(b), since March 31, 1999, the Company there is no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any Common Shares or other shares of the capital stock or other securities of any of the Acquired Corporations; (ii) outstanding security, instrument or obligation that has not issued the right to vote (other than the Common Shares) or that is or may become convertible into or exchangeable for any Common Shares or other shares of the capital stock or other securities of any of the Acquired Corporations; (iii) shareholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any Common Shares or other 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 against any of the Acquired Corporations to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (d) All outstanding Common Stock Shares, options, warrants and other than upon securities of the exercise of Options Acquired Corporations have been issued and Warrants or pursuant to the Purchase Plangranted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) has granted no Options to purchase shares all requirements set forth in applicable Contracts. (e) All of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its outstanding shares of capital stock. All issued stock of each of the Company's Subsidiaries have been duly authorized and outstanding shares of Common Stock are duly authorized, validly issued, are fully paid, paid and nonassessable and free of preemptive rights. Except as set forth above , 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 contained in this Section 4.4 the articles of incorporation or in Section 4.4 other similar organizational documents of the Company Disclosure Letter, there are no other shares of capital stock or voting securities Subsidiaries of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: 4,350,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 4,002,855 shares have been designated issued and are outstanding as Series A Junior Participating Preferred of the date of this Agreement. The Company does not hold any shares of Company Common 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. Except as set forth in Section 3.3(a)(i) of the Company Disclosure Schedule: ("Preferred 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 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"). The Company is not under any obligation, or is not bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other securities and has never repurchased, redeemed or otherwise reacquired any shares of its capital stock or other securities. (b) As of the date hereof, (a) 7,818,087 of this Agreement 100,500 shares of Company Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued reserved for future issuance pursuant to the Company's Rights Agreement stock options granted and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by outstanding under the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's SubsidiariesOption Plan. Section 4.4 3.3(b) of the Company Disclosure Letter Schedule sets forth a complete and accurate list, the following information with respect to each Company Option outstanding as of the date hereof, of this Agreement: (i) the number of outstanding Options and Warrants, particular plan (if any) pursuant to which such Company Option was granted; (ii) the number name of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, optionee; (iii) the number of shares of Company Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, subject to such Company Option; (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding such Company Option; (v) the date on which such Company Option and Warrant, and was granted; (vi) the applicable vesting schedule (if any), 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 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. Immediately prior to the Effective Time, without any further action by the Company or the Company’s board of directors and in accordance with the provisions of the stock option plans under which the Company Options were issued as in effect at their time of issuance, the vesting of any unvested portion of any outstanding Company Option shall accelerate and such Company Option will thereafter become fully vested and immediately exercisable for the aggregate number of shares of Common Stock which are reserved for issuance pursuant subject to such Company Option, and any Company Option that has not been exercised prior to the Purchase PlanEffective Time shall terminate on or before the Effective Time. Except for the Common StockNo Company Option has ever been amended or modified following its original issuance, the Rights, the Options, the Warrants, and the Purchase Rights, whether by the Company has no outstanding bondsor the Company’s board of directors, debentures, notes or other obligations entitling directly or indirectly by amendments or modifications to the holders thereof to vote stock option plan under which such Company Option was issued. (or which are convertible into or exercisable for securities having the right to votec) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 3.3(b) and Section 3.3(c) of the Company Disclosure Letter, since March 31, 1999, the Company Schedule there is no: (i) has outstanding subscription, option, call, warrant or right (whether or not issued currently exercisable) to acquire any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting other securities of the Company; (ii) outstanding security, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights instrument or limited stock appreciation rights obligation that is or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,may

Capitalization, Etc. The (a) Part 2.3(a) of the Company Disclosure Schedule sets forth the authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par value, of which 30,000 shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereof, (a) 7,818,087 shares of Common Stock are outstanding, Company. (b) 30,000 Part 2.3(b) of the Company Disclosure Schedule sets forth, as of the close of business on the Execution Date: (i) the shares of Preferred Company Common Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares all of Common Stock are held by the Company in its treasurywhich were validly issued, fully paid and (d) no shares of capital stock nonassessable, together with a true, correct and complete list of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) holders thereof identifying the number of shares of Company Common Stock held by each stockholder; (ii) the shares of Company Preferred Stock issued and outstanding, all of which can be acquired upon were validly issued, fully paid and nonassessable, together with a true, correct and complete list of the exercise of all outstanding Options and Warrants, respectively, (iii) holders thereof identifying the number of shares of Company Preferred Stock held by each stockholder; (iii) the shares of Company Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to outstanding Company Options granted under the Purchase Option Plan. Except for , together with a true, correct and complete list of the holders thereof identifying the total number of shares of Company Common StockStock that are subject to each Company Option held thereby and, with respect to each such Company Option, the Rightsexercise price, date of grant and vesting schedule (including any acceleration provisions with respect thereto); (iv) the shares of Company Common Stock or Company Preferred Stock held in the treasury of the Company; and (v) any other outstanding equity interests in the Company. The Company has made available to Parent or its counsel a true, correct and complete copy of the Option Plan and forms of all grant of Company Options. (c) Except as set forth in Part 2.3(b) or Part 2.3(c) of the Company Disclosure Schedule, there are no: (i) shares of capital stock or any other equity interest of any class of the Company, or any security exchangeable into or exercisable for any shares of capital stock or any other equity interest, whether issued, reserved for issuance or outstanding; (ii) existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) issued or granted by the Company or Contracts to which the Company or any holder of Company Securities is a party requiring, and there are no securities of the Company outstanding which upon conversion or exchange would require, the Optionsissuance, sale or transfer of any additional shares of capital stock or other equity securities of the WarrantsCompany or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of Company Capital Stock or other equity securities of the Company; (iii) obligations, contingent or otherwise, of the Company to (A) repurchase, redeem or otherwise acquire any shares of Company Capital Stock or (B) to make any material investment in (in the form of a loan, capital contribution or otherwise), or to provide any guarantee (excluding indemnification obligations) with respect to the obligations of, any Person; and (iv) outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. (d) With respect to each Company Option (whether outstanding or previously exercised), (i) each such Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) 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 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), or a duly authorized delegate thereof, and any required stockholder approval by the necessary number of votes or written consents, and the Purchase Rightsgrant or award agreement governing such grant (if any) was duly executed and delivered by each party thereto, and (iii) each such grant was made in accordance with the Company has terms of the Option Plan and all applicable Laws in all material respects . (e) There are no outstanding bonds, debentures, notes or other obligations entitling Debt of the holders thereof Company having the right to vote or consent (or, convertible into, or which are convertible into or exercisable for exchangeable for, securities having the right to votevote or consent) with the stockholders of on any matters on which the Company on any matterStockholders may vote. Except as set forth in Section 4.4 Part 2.3(e) of the Company Disclosure LetterSchedule, since March 31there are no voting trusts, 1999, irrevocable proxies or other Contracts or understandings to which the Company (i) has not issued or any holder of Company Securities is a party or is bound with respect to the voting or consent of any shares of Common Company Capital Stock. (f) All of the outstanding shares of Company Capital Stock are and have been duly authorized and validly issued, and are fully paid and nonassessable, are not subject to any preemptive rights, purchase options, call options, rights of first refusal or similar rights or any other than Liens and have been issued and granted in all material respects in compliance with all applicable securities Laws. All of the shares of Company Capital Stock subject to Company Options will be, upon the exercise of Options and Warrants or issuance pursuant to the Purchase Planconversion, (ii) has granted no Options to purchase shares exercise and/or vesting of Common Stock under the Stock Option Planssuch instruments, (iii) has not amended the Purchase Planas applicable, duly authorized and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paidpaid and nonassessable, nonassessable and free of not subject to any preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, and no existing purchase options, warrantscall options, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements refusal or commitments which obligate the Company similar rights or any other Liens. Each share of its Subsidiaries to issue, transfer or sell any shares Company Preferred Stock is convertible into one share of capital stock of, or equity interests in,Company Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 120,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 26,091,228 shares are issued and outstanding as of the date of this Agreement, (ii) 6,050,000 shares of Company Series A Preferred Stock, of which 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 Capital Stock have been designated as Series A Junior Participating Preferred duly authorized, validly issued and are fully paid and nonassessable. None of the outstanding shares of Company Capital Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right, and none of the outstanding shares of Company Capital Stock is subject to any right of first refusal in favor of the Company. There is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of ("Preferred or granting any option or similar right with respect to), any shares of Company Capital Stock"). The Company is not under any obligation, or is not bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of its Company Capital 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 the date hereof, (a) 7,818,087 of this Agreement 21,201,190 shares of Company Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to stock options granted and outstanding under the Purchase Company Option Plan. Except for The Company has delivered or Made Available to Parent an accurate and complete record of all Company Options issued by the Common Stock, Company on or prior to the Rights, date of this Agreement. The Company has delivered or Made Available to Parent accurate and complete copies of all stock option plans pursuant to which any of the Options, the Warrantsoutstanding Company Options were issued, and the Purchase Rights, forms of all Company Option agreements evidencing the Company Options. The Company has no taken such actions required to terminate all outstanding bondsCompany Options effectively as of immediately prior to the Effective Time. No Company Option has ever been amended or modified following its original issuance, debentureswhether by the Company or the Company’s board of directors, notes or other obligations entitling directly or indirectly by amendments or modifications to the holders thereof stock option plan under which such Company Option was issued. (c) There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders acquire any shares of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Capital Stock or other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company; (ii) outstanding security, and no existing options, warrants, calls, subscriptions, instrument or obligation that is or may become convertible securities, and no stock appreciation rights into or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell exchangeable for any shares of capital stock ofthe Company Capital Stock or other securities of the Company; (iii) 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 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 Company Capital Stock or other securities of the Company. (d) All outstanding Company Capital Stock, or equity interests in,Company Options and 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.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 (i) 25,000,000 shares of Common Stock and 5,000,000 shares of preferred stockStock, $.01 0.10 par valuevalue per share, of which 30,000 7,872,087 shares have been designated issued and are outstanding as Series A Junior Participating Preferred Stock of the date hereof and of which 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 hereof, the Company has reserved 4,563,226 shares of Company Common Stock for issuance under the Company Stock Option Plans, the Company’s outstanding warrants, and under other agreements entered into by the Company granting options to purchase shares of Company Common Stock. As of the date hereof, (a) 7,818,087 options or warrants to purchase 3,146,710 shares of Company Common Stock are were outstanding, (b. Part 2.3(b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter Schedule accurately sets forth a complete and accurate listforth, as of the date hereof, of with respect to each Company Option: (i) the number name of outstanding Options and Warrants, the holder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock with respect to which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, such Company Option is immediately exercisable; (iii) the number of shares of Common Stock date on which are reserved for issuance upon the exercise of outstanding Options such Company Option was granted and the number term of shares which are reserved for future grants under the Stock Option Plans, such Company Option; (iv) the number of shares of Common Stock which are reserved vesting schedule for issuance upon the exercise of outstanding Warrants, and such Company Option; (v) the exercise price per share of each outstanding Option and Warrant, Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an “incentive stock option” as defined in Section 422 of the number Internal Revenue Code of 1986, as amended (the “Code”). Part 2.3(b) of the Company Disclosure Schedule also sets forth such details with respect to warrants to acquire an aggregate of 748,239 shares of Company Common Stock which are reserved that were issued in connection with debt issued by the Company and an outstanding warrant for issuance the purchase of 10,000 shares of Company Common Stock (collectively, the “Warrants”). The Company has made available to Parent all Company Option Plans, Warrants and any other agreement or instruments pursuant to which the Purchase PlanCompany may be obligated to issue options, warrants, or any other right to acquire any shares of Company Capital Stock. Except for the Common Stock, the Rights, the Options, the Warrants, Warrants and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to voteOptions described in Part 2.3(b) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure LetterSchedule, there are no other (i) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of capital stock Company Capital Stock or voting other debt or equity securities of the Company, and no existing options, warrants, calls, subscriptions, convertible ; (ii) outstanding securities, and no stock appreciation rights instruments or limited stock appreciation rights obligations that are or other rights (including rights of first refusal), agreements may become convertible into or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell exchangeable for any shares of capital stock ofCompany Capital Stock or other securities of the Company; (iii) contracts under which the Company is or may become obligated to sell or otherwise issue any shares of Company Capital Stock or any other securities 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 Company Capital Stock or other securities of the Company. The aggregate amount of cash consideration that the Surviving Corporation will be required to pay in connection with the consummation of the Merger in order to pay to the holders of Vested Options the amounts due them under the second sentence of Section 1.5, or equity interests in,above, and to 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.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 200,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 18,002,484 shares have been designated issued and are outstanding as Series A Junior Participating Preferred Stock of the close of business on the day immediately preceding the date of this Agreement; and ("ii) 10,000,000 shares of the Company’s Preferred Stock"), par value of $0.001, of which no shares have been issued or are outstanding. As All of the date hereof, (a) 7,818,087 outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. (b) (i) none of the outstanding shares of Company Common Stock are outstandingentitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (bii) 30,000 none of the outstanding shares of Preferred Company Common Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to any right of first refusal in favor of the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, ; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the holders thereof Company having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. The Company is not under any obligation, nor is it 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 other securities. The Company Common Stock constitutes the only outstanding class of securities of the Company or its Subsidiaries registered under the Securities Act. (c) As of the close of business on any matterthe day immediately preceding the date of this Agreement: (i) 1,137,834 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the 2011 Plan; (ii) 1,080,143 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the 2013 Plan; (iii) 10,383 shares of Company Common Stock are estimated to be subject to outstanding purchase rights under the ESPP (assuming that the closing price per share of Company Common Stock as reported on the purchase date for the current offering period was equal to the Offer Price); (iv) 598,824 shares of Company Common Stock are subject to or otherwise deliverable in connection with outstanding RSUs under Company Equity Plans; (v) 1,569,022 shares of Company Common Stock are subject to issuance pursuant to the Company Warrants; (vi) 722,685 shares of Company Common Stock are reserved for future issuance under Company Equity Plans, excluding annual automatic increases to the shares available for issuance under the 2013 Plan scheduled to occur following the date of this Agreement under the terms of the 2013 Plan; and (vii) 249,937 shares of Company Common Stock are reserved for future issuance under the ESPP including shares subject to outstanding purchase rights and excluding annual automatic increases to the shares available for issuance under the ESPP scheduled to occur following the date of this Agreement under the terms of the ESPP. Except As of September 26, 2014, the weighted average exercise price of the Company Options outstanding as of that date was $8.9596. All outstanding Company Options, RSUs and other Company Equity Awards have been granted under the Company Equity Plans or the ESPP. The Company has delivered or made available to Parent or Parent’s Representatives copies of the ESPP and the Company Equity Plans, together with the forms of award agreements evidencing Company Options and the Company’s RSUs and the applicable material offering documents. Other than as set forth in this Section 4.4 of the Company Disclosure Letter3.3(c), since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted there is no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paidreserved for issuance, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 outstanding or in Section 4.4 of the Company Disclosure Letterauthorized stock award, there are no other shares of capital stock or voting securities of the Companyoption, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation right, phantom stock, profit participation or similar rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate equity-based awards with respect to the Company or any of its Subsidiaries Subsidiaries. (d) Except as set forth in this Section 3.3, there are no: (i) outstanding shares of capital stock, or other equity interest in, the Company or any Subsidiary; (ii) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to issueacquire any shares of the capital stock, transfer restricted stock unit, stock-based performance unit or sell 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 Subsidiary; (iii) outstanding security, 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 the Company or any Subsidiary; or (iv) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) All of the outstanding capital stock or other voting securities of, or equity ownership interests in,, each Subsidiary of the Company is owned by the Company, directly or indirectly, beneficially and of record, by the Company 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.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par valueof: (i) 65,000,000 Shares, of which 30,000 33,319,757 Shares were issued and outstanding (inclusive of 182,199 Company Restricted Shares) and 1,888,205 Shares were held in the treasury of the Company, in each case, as of the close of business on October 29, 2018 and (ii) 1,000,000 shares have been designated as Series A Junior Participating Preferred Stock ("of Company Preferred Stock"). As , of which no shares were issued and outstanding (or held in treasury) as of the close of business on October 29, 2018. Between the close of business on October 29, 2018 and the date hereofof this Agreement, (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no has not issued shares of capital stock or other securities of the Company, other than upon the exercise, vesting or settlement of Company Equity Awards, in each case, outstanding as of the close of business on October 29, 2018, pursuant to the terms of such Company Equity Awards. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable. (b) (i) There are no obligations of the Company are held by the Company's Subsidiaries. Section 4.4 or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or securities of the Company Disclosure Letter sets forth a complete or any of its Subsidiaries and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the holders thereof Company having a right to vote (or which are convertible into or exercisable for such securities having the right to vote) with the stockholders of the Company on any matter. (c) As of the date of this Agreement, the Company has no shares of capital stock reserved for issuance, except that, as of October 29, 2018, there were (a) 1,034,321 remaining Shares reserved for issuance under the Company Equity Plans, (b) 277,993 Shares reserved for issuance pursuant to the exercise and settlement of Company Options, (c) 1,043,361 Shares reserved for issuance upon the settlement or vesting of Company RSUs and (d) 267,155 Shares reserved for issuance upon the settlement or vesting of Company PSUs (assuming achievement of applicable performance goals at target value). Except as set forth in Section 4.4 As of October 29, 2018, there were 7,113.7645 Company Phantom Shares outstanding, with respect to which no Shares were reserved for issuance upon the settlement thereof. Part 3.3(c) of the Company Disclosure LetterSchedule contains a correct and complete list of each outstanding Company Equity Award as of the date of this Agreement, since March 31including the holder’s name, 1999date of grant, exercise or purchase price (if applicable), number of Shares subject thereto, vesting schedule, and the Company Equity Plan or Company Directors’ Plan under which such Company Equity Award was granted. (id) has not issued any shares All of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of outstanding capital stock. All issued , ownership interests in and outstanding shares other securities of Common Stock each Subsidiary of the Company are duly authorized, validly issued, fully paid, paid and nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 are owned, directly or in Section 4.4 of the Company Disclosure Letterindirectly, there are no other shares of capital stock or voting securities of by the Company, free and no existing clear of any Encumbrance. (e) There are no: (i) preemptive rights or outstanding subscriptions, options, call, conversion rights, redemption rights, repurchase rights, warrants, callsagreements, subscriptionsarrangements, convertible securities, and no stock appreciation rights or limited stock appreciation rights commitments or other rights (including rights whether or not currently exercisable) that (A) give any Person the right to acquire any shares of first refusal), agreements the capital stock or commitments which any other securities of the Company or any of its Subsidiaries or (B) obligate the Company or any of its Subsidiaries to issue, transfer issue or sell any capital stock or other securities of the Company or any of its Subsidiaries; (ii) outstanding securities or obligations that are or may become convertible into or exchangeable for any shares of the capital stock ofor other securities of the Company or any of its Subsidiaries or (iii) 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 or register, any shares of its capital stock or any other securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party relating to the voting or disposition of any shares of the capital stock or other securities of the Company or any of its Subsidiaries or granting to any Person or group of Persons the right to elect, or equity interests in,to designate or nominate for election, a director to the board of directors (or similar governing body) of the Company or any of its Subsidiaries.

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of 30,000,000 shares an unlimited number of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueShares, of which 30,000 54,665,412 shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereof, (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, outstanding as of the date hereofof this Agreement, 35,821,807 Class A Convertible Preferred Shares, 35,821,807 of which have been issued and are outstanding as of the date of this Agreement, 11,310,903 Class B Convertible Preferred Shares, of (i) which 11,310,903 shares have been issued and are outstanding as of the number date of this Agreement and 17,139,240 Class C Convertible Preferred Shares, of which 17,139,240 have been issued and are outstanding Options as of the date of this Agreement. All of the outstanding Company Shares have been duly authorized and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrantsvalidly issued, and (v) the exercise price of each outstanding Option are fully paid and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matternon-assessable. Except as set forth in Section 4.4 Part 2.3(a) of the Company Disclosure Letter, since March 31, 1999, the Company Schedule: (i) none of the outstanding Company Shares is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding Company Shares is subject to any right of first refusal or similar right in favor of the Company or any other Person; and (iii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any Company Shares. None of the Company Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Company Shares or any other securities. Part 2.3(a) of the Company 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 Company Shares is subject. Each Class A Convertible Preferred Share and Class C Convertible Preferred Share in the share capital of the Company is convertible into one Company Common Share. Each Class B Convertible Preferred Share in the share capital of the Company is convertible into 1.0884103 Company Common Shares. (b) As of the date of this Agreement, 8,167,566 Company Common Shares are subject to issuance pursuant to outstanding Company Options. Part 2.3(b) of the Company Disclosure Schedule sets forth accurate and complete information with respect to the holder, the vesting, the exercise price, the expiration date and the number of underlying shares of each Company Option outstanding as of the date of this Agreement. All outstanding Company Options were granted pursuant to the terms of the Company Option Plan. The Company has delivered or made available to Parent an accurate and complete copy of the Company Option Plan. The Company Option Plan is binding upon and enforceable by the Company against all holders of Company Options, subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and the enforcement of creditors’ rights generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (c) Except as set forth in Part 2.3(b) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not issued currently exercisable) to acquire any shares of Common Stock the capital stock or other than upon securities of any of the exercise of Options and Warrants or pursuant to the Purchase Plan, Company Acquired Corporations; (ii) has granted no Options to purchase outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Common Stock under the Stock Option Plans, capital stock or other securities of any of the Company Acquired Corporations; (iii) has not amended Contract under which any of the Purchase Plan, and 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) has not split, combined condition or reclassified 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 any of its the Company Acquired Corporations, or (B) any portion of any Share Consideration or other consideration payable in connection with the Arrangement (other than in respect of outstanding Company Shares as set forth in Section 2.3(a)). (d) All outstanding shares of capital stock. All , and all options, warrants 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 material requirements set forth in applicable Contracts. (e) All of the outstanding shares of Common Stock are each of the Company’s Subsidiaries, other than the 410 Holdings Acquired Corporations, have been duly authorized, authorized and validly issued, are fully paid, paid and nonassessable and free of preemptive rights. Except , with no personal liability attaching to the ownership thereof, and except as set forth above in this Section 4.4 or in Section 4.4 Part 2.3(e) of the Company Disclosure LetterSchedule, there are no other shares owned beneficially and of capital stock or voting securities of record by the Company, free and no existing optionsclear of any Encumbrances. (f) Since January 1, warrants2006, callsexcept as set forth in Part 2.3(f) of the Company Disclosure Schedule, subscriptionsnone of the Company Acquired Corporations has ever repurchased, convertible securities, and no stock appreciation rights redeemed or limited stock appreciation rights otherwise reacquired any Company Shares or other rights (including rights securities of first refusal)any Company Acquired Corporation, agreements or commitments which obligate other than Company Options forfeited by employees of the Company in connection with the termination of such employee’s employment with a Company Acquired Corporation. All securities so reacquired by the Company or any of its Subsidiaries to issueother Company Acquired Corporation were reacquired in compliance with (i) all applicable Legal Requirements, transfer or sell any shares of capital and (ii) all material requirements set forth in applicable restricted stock of, or equity interests in,purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 150,000,000 Shares, of 30,000,000 shares which 55,225,793 Shares had been issued and 55,218,486 were outstanding as of Common Stock the close of business on November 30, 2024 (the “Capitalization Date”); and 5,000,000 (ii) 25,000,000 shares of preferred stock, par value of $.01 par value0.001 per share, of which 30,000 no shares had been issued and were outstanding as of the close of business on the Capitalization Date. All of the outstanding shares of capital stock of the Company have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereof, (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement duly authorized and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasuryvalidly issued, and (d) no are fully paid and nonassessable. No shares of capital stock of the Company are held owned by the Company's Subsidiaries. Section 4.4 Company Subsidiary. (i) None of the outstanding shares of capital stock of the Company Disclosure Letter sets forth a complete and accurate listare entitled or subject to any preemptive right, as right of the date hereofrepurchase or forfeiture, right of (i) the number participation, right of outstanding Options and Warrants, maintenance or any similar right; (ii) none of the number of outstanding shares of Common Stock which can be acquired upon capital stock of the exercise Company are subject to any right of all outstanding Options and Warrants, respectively, first refusal in favor of the Company; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the holders thereof Company having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company have a right to vote; (iv) neither the Company nor the Company Subsidiary is party to any Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Company; and (v) neither the Company nor the Company Subsidiary is under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Company Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) 6,419,247 Shares were subject to issuance pursuant to Company Options granted and outstanding under the 2014 Company Equity Plan and the 2024 Company Equity Plan, (ii) 1,492,755 Shares were subject to issuance pursuant to Company Options granted outside of the 2014 Company Equity Plan and the 2024 Company Equity Plan, (iii) 1,425,881 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the 2014 Company Equity Plan and the 2024 Company Equity Plan, (iv) 4,812,950 Shares were reserved for future issuance under the 2014 Company Equity Plan and the 2024 Company Equity Plan and (v) there were Company Pre-Funded Warrants to purchase an aggregate of 2,105,264 Shares. As of the close of business on the Capitalization Date, the weighted average exercise price of the Company Options outstanding as of that date was $9.06. All Company Options can be involuntarily cancelled without the award holder’s consent upon the consummation of the Merger (including any matter. options that have an exercise price equal to or greater than the Merger Consideration, and therefore with respect to which no payment will be made in connection with such cancellation). (d) Except as set forth in this Section 4.4 3.3 and except for (x) Company Pre-Funded Warrants and Company Equity Awards that were outstanding as of the Company Disclosure Letter, since March 31, 1999, close of business on the Company Capitalization Date and currently remain outstanding and (iy) has not Shares issued any shares of Common Stock other than following the Capitalization Date upon the exercise of Company Options and or Company Pre-Funded Warrants or pursuant to the Purchase Planvesting of Company RSUs, (ii) has granted no Options to purchase shares in each case in accordance with the terms of Common Stock under the Stock Option Plansthis agreement, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letterdate of this Agreement, there are no other no: (i) outstanding shares of capital stock or other outstanding equity interests or voting securities of the Company, and no existing (ii) outstanding subscriptions, options, warrants, calls, subscriptionscommitments or rights (whether or not currently exercisable) to acquire, convertible securitiesor outstanding restricted stock units, and no stock-based performance units, stock appreciation rights or limited rights, phantom stock appreciation rights, profit participation rights or other similar rights that are linked to (including rights or the value of first refusalwhich is in any way based on or derived from the value of), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock ofor other equity interests or voting securities of the Company, in each case other than derivative securities not issued by the Company or the Company Subsidiary; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of capital stock or other equity interests or voting securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to repurchase, redeem or otherwise acquire any shares of its capital stock or any other equity interests or voting securities or to issue, sell, grant, deliver or otherwise acquire, or cause to be issued, granted, sold or delivered, any such securities. (e) The Company owns beneficially and of record all of the outstanding shares of capital stock of the Company Subsidiary, free and clear of all Encumbrances and transfer restrictions (except for (x) Permitted Encumbrances and (y) Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities laws), and (i) all such outstanding shares of capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, and (ii) there are no other outstanding equity interests in,or voting securities of the Company Subsidiary. As of the date of this Agreement, there are no outstanding (A) subscriptions, options, warrants, or rights, (B) convertible or exchangeable securities, instruments, bonds, debentures, notes or obligations or (C) Contracts, in each case, under which the Company or the Company Subsidiary may become obligated to repurchase, redeem or otherwise acquire any shares of its capital stock or any other equity interests or voting securities or to issue, sell, grant, deliver or otherwise acquire, or cause to be issued, granted, sold or delivered, any such securities.

Capitalization, Etc. The (a) As of June 30, 2025, the authorized capital stock of the Company consists of 30,000,000 (i) 750,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stockStock, $.01 par value, 85,929,753 of which 30,000 shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereof, (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are were issued and outstanding, and (cii) 0 250,000,000 shares of Common Stock are held by the Company in its treasuryPreferred Stock, none of which were issued and (d) outstanding. As of June 30, 2025, there were no shares of capital stock of the Company held in treasury. No Subsidiary of the Company owns any Shares. All of the outstanding Shares have been duly authorized and validly issued and are held by fully paid and nonassessable and were issued in accordance with applicable Legal Requirements and the organizational documents of the Company and were not issued in violation of any preemptive rights, rights of first refusal or similar rights. (i) None of the outstanding 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 is subject to any right of first refusal in favor of the Company's Subsidiaries; (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 Company Stockholders or equityholders of any Acquired Company have a right to vote and (iv) except for the Voting Agreement, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares or other equity interests in any Acquired Company. Except as otherwise set forth in this Section 2.3, none of the Acquired Companies is under any obligation, nor is any Acquired Company bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares or other equity interests in any Acquired Company, or grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any capital stock of, or other equity or voting interest (including any voting debt), in any Acquired Company. Except as set forth in Section 2.3(b) of the Company Disclosure Letter, the Company Common Stock constitutes the only outstanding class of securities of the Acquired Companies registered under the Securities Act or the Exchange Act or listed on any market. The Company Common Stock are listed and posted for trading on the Exchange and are not listed on any market other than the Exchange, the OTCQB and the German Exchanges. The Company has not taken any action which would reasonably be expected to result in the delisting or suspension of the Company Common Stock on or from the Exchange. Other than the Voting Agreement, there are no voting trusts, voting proxies or other agreements or understandings to which any Acquired Company is a party with respect to the voting or registration of Shares or any other equity interest in any Acquired Company. The Company has no accrued and unpaid dividends with respect to any outstanding Shares or Company Options or Company Warrants. (c) As of June 30, 2025, there were (i) 7,170,002 shares of Company Common Stock subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans and (ii) 3,662,573 shares of Company Common Stock subject to issuance pursuant to Company Warrants granted and outstanding. (d) The Company has provided Parent with (i) copies of all Company Equity Plans covering the Company Options outstanding as of the date of this Agreement, (ii) the forms of all award agreements evidencing such Company Options and any individual award agreements that materially deviate from such forms, and (iii) as set forth in Section 2.3(d)(iii) of the Company Disclosure Letter, a correct and complete list, as of June 30, 2025, of all outstanding Company Options, with the following information with respect to each Company Option: (A) the holder, (B) the type of Company Option, (C) the date of grant, (D) the type and number of Shares underlying such Company Option, (E) the vesting schedule, if any, (F) with respect to each Company Option, the exercise price per Share and the expiration date and (G) the Company Equity Plan pursuant to which the Company Option was granted. Since June 30, 2025 through the date of this Agreement, the Company has not issued, granted or authorized (or offered, promised or committed to issue, grant or authorize) any Company Options, Company Warrants or any stock bonuses or Other Equity Based-Incentive Awards or established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any Shares, other than, in each case, pursuant to the exercise or settlement of Company Options in the ordinary course of the Company Options outstanding as of June 30, 2025 and set forth on the list of Company Equity Options referenced in this Section 2.3(d). Other than as set forth in this Section 2.3(d), as of the close of business on June 30, 2025, there is no issued, reserved for issuance, outstanding, authorized or promised stock option, restricted stock award, restricted stock unit award, performance-based restricted stock unit award, stock appreciation, phantom stock, stock bonuses or stock bonuses or incentive payments (x) in the form of equity or equity-based awards in lieu of cash in the Company’s discretion or (y) that track the value of a Share (such incentive payments, collectively, “Other Equity-Based Incentive Awards”), profit participation or similar rights, dividend equivalent rights or other equity-based awards with respect to the Company. (e) As of the date of this Agreement, the authorized, issued and outstanding Company Warrants are as set forth in Section 2.3(e) of the Company Disclosure Letter. Section 4.4 2.3(e) of the Company Disclosure Letter sets forth a complete and accurate listcorrect list showing each outstanding Company Warrant, as of the date hereof, of including (i) the number name of outstanding Options and Warrantsthe holder thereof, (ii) the number of shares of Company Common Stock which can be acquired upon issuable thereunder on the exercise of all outstanding Options and Warrants, respectivelygrant date, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and per share with respect to any Company Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any the expiration date thereof. Each grant of its shares of capital stock. All Company Warrant was validly issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. properly approved by the Company Board in compliance with all applicable Legal Requirements. (f) Except as otherwise set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter2.3, there are no other additional existing and outstanding (i) shares of capital stock of, or other equity interest in or voting securities of of, the Company, and no existing ; (ii) options, warrants, calls, subscriptionssubscriptions or other rights, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments of any character to which obligate the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other equity interests in any Acquired Company or any other rights or securities that are linked to, or the value of which is in any way based on or derived from the value of, or which are or may become convertible into or exchangeable for such shares or equity interests in any Acquired Company; (iii) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiaries or (iv) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Company. All of the 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 laws. (g) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company has been duly authorized, validly issued, is fully paid and nonassessable, was issued in accordance with applicable Legal Requirements, and is not subject to and was not 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.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 50,000,000 shares of common stock par value $0.0001 per share, (A) of which 35,000,000 shares are designated as Voting Common Stock ("Company Voting Common Stock"), of which 3,093,202 shares have been issued and are outstanding as of the date of this Agreement, and (B) of which 5,000,000 shares are designated as Nonvoting Common Stock ("Company Nonvoting Common Stock"), of which 2,998,902 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 22,000,000 shares of preferred stockstock par value $0.0001 per share, $.01 par value, (A) of which 30,000 2,000,000 shares have been are designated as Series A Junior Participating Preferred Stock ("Company Series A Preferred Stock"), of which 2,000,000 shares have been issued and are outstanding as of the date of this Agreement, and (B) of which 18,146,420 shares are designated Series B Preferred Stock ("Company Series B Preferred Stock"), all of which have been issued and are outstanding as of the date of this Agreement. The Company currently holds 585,866 shares of its capital stock in its treasury, consisting of 546,484 shares of Company Voting Common Stock and 39,382 shares of Company Nonvoting Common Stock. All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 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. None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company. There is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. The Company is not under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. (b) As of the date hereofof this Agreement, (a) 7,818,087 142,000 shares of Company Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued issuance pursuant to stock options granted and outstanding under the Company's Rights Agreement and no other 2000 Equity Incentive Plan (the "Company Option Plan"). (Options to purchase shares of Preferred Company Common Stock are issued referred to in this Agreement as "Company Options.") Contemporaneously herewith, the Company has provided Parent with accurate and outstanding, complete copies of the Company Option Plan and all data relating to options granted thereunder. (c) 0 As of the date of this Agreement, 932,072 shares of outstanding Company Common Stock are held by the Company subject to forfeiture or a repurchase right in its treasury, and (d) no shares of capital stock favor of the Company are held by the Company's Subsidiaries("Restricted Stock"). Section 4.4 of Contemporaneously herewith, the Company Disclosure Letter sets forth a complete and accurate list, has provided Parent with the following information with respect to each unvested share of Restricted Stock outstanding as of the date hereof, of this Agreement: (i) the number name of outstanding Options and Warrants, the holder; (ii) the number date of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, issue; (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except applicable schedule for the Common Stock, lapsing of the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the repurchase right to vote) with the stockholders in favor of the Company on (and the terms of any matter. right to accelerate the lapsing of such repurchase right). (d) Except as set forth in this Section 4.4 of the Company Disclosure Letter3.1, since March 31, 1999, the Company there is no: (i) has outstanding subscription, option, call, warrant or right (whether or not issued currently exercisable) to acquire any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting other securities of the Company; (ii) outstanding security, and no existing options, warrants, calls, subscriptions, instrument or obligation that is or may become convertible securities, and no stock appreciation rights into or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell exchangeable for any shares of the capital stock of, or equity interests in,other securities of the Company; or (iii) 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.

Capitalization, Etc. The (a) On the date of this Agreement, the authorized capital stock of the Company Newco consists of 30,000,000 one thousand (1,000) shares of Newco Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 one hundred (100) shares have been designated of Newco Common Stock are outstanding. Immediately prior to the Distribution, all the outstanding shares of Newco Common Stock will be owned directly or indirectly by Everest free and clear of any Encumbrance, other than restrictions under applicable securities laws. Immediately following the Distribution, (i) there will be outstanding only such number of shares of Newco Common Stock as Series A Junior Participating Preferred determined in accordance with this Agreement and the Distribution Agreement and (ii) no shares of Newco Common Stock ("Preferred Stock")will be held in Newco’s treasury. As of the date hereofof this Agreement and as of the Effective Time, (a) 7,818,087 all of the outstanding shares of Newco Common Stock have been and will be duly authorized and validly issued, and are outstanding, and will be fully paid and nonassessable. (b) 30,000 (i) None of the outstanding shares of Preferred Newco Common Stock are is entitled or subject to Preferred 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 Newco Common Stock Purchase Rights is subject to any right of first refusal in favor of Newco; and ("Rights"iii) issued there is no Newco 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 Newco Common Stock. Newco is not under any obligation, and is not bound by any Contract pursuant to the Company's Rights Agreement and no other which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Preferred Stock are issued and outstanding, Newco Common Stock. (c) 0 shares of Common Stock There are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bondsstock appreciation, debenturesphantom stock, notes profit participation or similar rights or other obligations entitling the holders thereof equity appreciation or other equity or equity-based compensation rights or arrangements with respect to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities other equity interests of Newco or the Companyvalue thereof. (d) Except for the Transaction Documents, and there is no existing options(i) outstanding subscription, warrantsoption, callscall, subscriptions, convertible securities, and no stock appreciation rights warrant or limited stock appreciation rights right (whether or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries not currently exercisable) to issue, transfer or sell acquire any shares of the capital stock ofor other securities of Newco; (ii) outstanding security, bond, debenture, instrument or equity interests in,obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Newco or that has the right to vote on any matter on which the stockholders of Newco have the right to vote; or (iii) Contract under which Newco is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) All outstanding shares of Newco Common Stock and other outstanding securities of Newco have been issued in compliance in all material respects with all applicable securities laws and other applicable Legal Requirements.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 60,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 4,255,000 shares are outstanding and (ii) 12,285,715 shares of Company Preferred Stock, of which 2,000,000 shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As and of the date hereof, (a) 7,818,087 which 1,404,000 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 . All of the outstanding shares of Common Stock are held by the Company capital stock have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding shares of capital stock of the Company and all of the outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of capital stock or other securities of the Company have been issued in its treasury, compliance with all applicable federal and (d) no state securities laws and other applicable Legal Requirements and all requirements set forth in the Company Documents and Company Contracts. No shares of capital stock of the Company are held by subject to a repurchase option in favor of the Company's Subsidiaries. Section 4.4 , and the Company has never repurchased, redeemed or otherwise reacquired any shares of the Company capital stock or other securities of the Company. (b) Except as set forth on Schedule 2.3(b) of the Company Disclosure Letter Schedule, there are no: (i) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of capital stock of the Company or other securities of the Company; (ii) outstanding securities, notes, instruments or obligations that are or may become convertible into or exchangeable for any shares of capital stock of the Company or other securities of the Company; (iii) outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company; (iv) Company Contracts (other than this Agreement) under which the Company is or may become obligated to sell, transfer, exchange or issue any shares of capital stock of the Company or any other securities of the Company; (v) agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act, or any shares of the Company; or (vi) conditions or circumstances 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 the Company Common Stock or any shares of the capital stock or other securities of the Company. (c) Schedule 2.3(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as list of all of the date hereof, of (i) the number of outstanding Options stock option plans and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities equity-related plans of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,.

Capitalization, Etc. (a) The authorized capital stock of the Company Acquiror consists of 30,000,000 (i) 200,000,000 shares of Acquiror Common Stock and 5,000,000 shares of preferred stockStock, par value $.01 par value0.02 per share, of which 30,000 59,859,271 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 2,998,425 shares of Preferred Stock, of which 1,120,000 shares have been designated as Series A Junior Participating Preferred Stock ("$2.4375 Convertible Exchangeable Preferred Stock", Series 1, $0.02 par value (the “Acquiror Preferred Stock”). As of the date hereof, (a) 7,818,087 78,768 shares of Acquiror Preferred Stock have been issued and are outstanding. The Acquiror does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Acquiror Common Stock and Acquiror Preferred Stock are, and any additional shares of Acquiror Common Stock and Acquiror Preferred Stock issued after the date hereof and prior to the Effective Time will be, duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights, rights of first refusal, rights of participation, co-sale rights, rights of maintenance or any similar rights, and have been or will be issued in compliance in all respects with all applicable federal and state securities laws and the Acquiror’s articles of incorporation and bylaws. Except as contemplated herein, there is no Acquiror 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 Acquiror Common Stock or Acquiror Preferred Stock. The Acquiror is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Acquiror Common Stock, Acquiror Preferred Stock or other securities except for a right of repurchase associated with currently outstanding shares of restricted Acquiror Common Stock granted to service providers. As of the date hereof, each share of Acquiror Preferred Stock is convertible into 0.19 share of Acquiror Common Stock. (b) Except for the Acquiror’s Amended and Restated 2004 Incentive Compensation Plan (the “Acquiror Stock Plan”), the Acquiror does not have any stock option plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for any Person. The Acquiror Stock Plan has been duly authorized, approved and adopted by the Acquiror’s Board of Directors and shareholders. As of the date of this Agreement, the Acquiror has reserved 13,365,554 shares of Acquiror Common Stock for issuance under the Acquiror Stock Plan, of which 3,993,271 shares have been issued or canceled, 4,794,908 shares are subject to issuance pursuant to Acquiror Options granted and outstanding under the Acquiror Stock Plan, 3,424,641 shares are subject to issuance pursuant to Acquiror RSUs granted and outstanding under the Acquiror Stock Plan and 1,145,234 shares of Acquiror Common Stock remain available for future issuance pursuant to equity awards not yet granted under the Acquiror Stock Plan. As of the date hereof, the Acquiror also has 87,898 shares of Acquiror Common Stock reserved for issuance pursuant to Acquiror Options granted and outstanding under the Acquiror’s Restated 1994 Stock Option Plan, which was terminated on February 17, 2004 (the “Acquiror Terminated Option Plan”). As of the date hereof, 197,169 shares of Acquiror Common Stock are outstandingreserved for future issuance pursuant to outstanding warrants to purchase Acquiror Common Stock (collectively, the “Acquiror Warrants”). All outstanding Acquiror Options, Acquiror RSUs and Acquiror Warrants have been granted, issued and delivered (bi) 30,000 in compliance with all applicable federal and state securities laws and (ii) in material compliance with all other applicable Legal Requirements and all requirements set forth in applicable Contracts. All shares of Preferred Acquiror Common Stock are subject to Preferred Stock Purchase Rights ("Rights") issued issuance pursuant to Acquiror Options, Acquiror RSUs and Acquiror Warrants, upon issuance on the Company's Rights Agreement terms and no other shares of Preferred Stock conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and offered, issued and outstanding, (c) 0 shares delivered in compliance with all applicable federal and state securities laws and regulations and the articles of Common Stock are held by the Company in its treasury, incorporation and (d) no shares of capital stock bylaws of the Company are held by the Company's SubsidiariesAcquiror. Section 4.4 Schedule 3.3(b) of the Company Acquiror Disclosure Letter sets forth a complete and accurate listspreadsheet accurately listing, as of the date hereof, all holders of (i) outstanding Acquiror Options, Acquiror RSUs and Acquiror Warrants, the number of outstanding Acquiror Options, Acquiror RSUs and Acquiror Warrants held by each holder, the grant or award date, vesting schedule and expiration date of each such Acquiror Option, Acquiror RSU, and Acquiror Warrant, the exercise prices of such Acquiror Options and Acquiror Warrants, (ii) and whether the number Acquiror Options are non-statutory options or incentive stock options as defined in Section 422 of shares the Code. The Acquiror has made available to the Company accurate and complete copies of Common Stock which can be acquired upon the exercise forms of all outstanding Acquiror Warrants, the Acquiror Stock Plan and the Acquiror Terminated Option Plan, forms of all Acquiror Options and WarrantsAcquiror RSUs granted and currently outstanding thereunder, respectivelycopies of resolutions of the Board of Directors approving or authorizing the grants of all outstanding Acquiror Options, (iii) Acquiror RSUs and Acquiror Warrants and copies of shareholder resolutions or minutes of shareholder meetings reflecting shareholder approval of the number of shares of Common Acquiror Stock which are reserved for issuance upon the exercise of outstanding Options Plan and the number of shares which are reserved for future grants under the Stock Acquiror Terminated Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders No Acquiror Options have been issued in violation of Section 409A of the Company on any matterCode. Except as set forth in Section 4.4 Schedule 3.3(b) of the Company Acquiror Disclosure Letter, since March 31no vesting of outstanding Acquiror Options, 1999Acquiror RSUs or Acquiror Warrants will accelerate in connection with the closing of the Contemplated Transactions. (c) Except for the outstanding Acquiror Preferred Stock, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options Acquiror Options, Acquiror RSUs and Acquiror Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 on Schedule 3.3(c) of the Company Acquiror Disclosure Letter, there are no 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 Acquiror except for rights of first refusal and rights of repurchase associated with outstanding shares of restricted Acquiror Common Stock granted to service providers; (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 Acquiror; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Acquiror is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities, pay any dividend or make any other distribution in respect thereof, or make any investment (in the form of a loan, capital contribution or otherwise) in any Person; or (iv) condition or circumstance that reasonably would 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 voting other securities of the CompanyAcquiror. There are no outstanding or authorized stock appreciation, and no existing optionsphantom stock, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights profit participation or other similar rights (including rights of first refusal), agreements or commitments which obligate with respect to the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,Acquiror.

Capitalization, Etc. (A) The authorized capital stock of the Company consists of of: 30,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 4,141,591 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, of which (i) 1,000,000 shares have been designated Series A Preferred Stock, of which 714,285 shares are issued and outstanding as of the date of this Agreement, and (ii) 30,000 shares have been designated as Series A B Junior Participating Preferred Stock, none of which are issued and are outstanding as of the date of this Agreement. Each share of Company Series A Preferred Stock ("Preferred is convertible into one share of Company Common Stock"). The Company has not repurchased any shares of its capital stock. As of the date hereofof this Agreement, (a) 7,818,087 the Company holds no shares of Common Company Capital Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury. All of the outstanding shares of Company Capital Stock have been duly authorized and validly issued, and (d) are fully paid and nonassessable. As of the date of this Agreement, there are no shares of capital stock Company Capital Stock held by any of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matterAcquired Corporations. Except as set forth in Section 4.4 Part 2.3(a)(i) of the Company Disclosure Letter, since March 31, 1999, the Company Schedule: (i) has not issued none of the outstanding shares of Company Capital Stock is entitled or subject to any preemptive right, right of first offer or any similar right created by the Company or imposed under applicable law with respect to capital stock of the Company; (ii) none of the outstanding shares of Company 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 Common Stock other than upon Company Capital Stock. None of the exercise of Options and Warrants Acquired Corporations is under any obligation, or is bound by any Contract pursuant to the Purchase Planwhich it may become obligated, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plansrepurchase, (iii) has not amended the Purchase Plan, and (iv) has not split, combined redeem or reclassified otherwise acquire any of its shares of capital stock. All issued and outstanding shares of Company Capital Stock. No Company Common Stock, Company 7. Preferred Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, the Surviving Corporation, Parent or any of their respective affiliates will be subject to issuance pursuant to the Company Rights Agreement as a result of the Merger or the other transactions contemplated by this Agreement and no existing options, warrants, calls, subscriptions, convertible securitiesthe Voting Agreement, and no stock appreciation rights or limited stock appreciation rights or other rights Distribution Date (including rights of first refusal), agreements or commitments which obligate as defined in the Company Rights Agreement) or any Stock Acquisition Date (as defined in the Company Rights Agreement) shall have occurred as a result of its Subsidiaries to issue, transfer the Merger or sell any shares of capital stock of, or equity interests in,the other transactions contemplated by this Agreement and the Voting Agreement.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par valueof: (i) 125,000,000 Shares, of which 30,000 101,615,491 Shares had been issued and were outstanding as of the close of business on August 27, 2020, none of which were subject to vesting or employment-based forfeiture conditions; and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares are outstanding. From the close of business on August 27, 2020 through the date of this Agreement, there have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As no issuances of the date hereofany Shares, (a) 7,818,087 shares other than issuances of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued Shares pursuant to the Company's Rights Agreement exercise, vesting or settlement, as applicable, of any Company Options or Company RSUs outstanding as of August 27, 2020 in accordance with the terms of such Company Options or Company RSUs. All of the outstanding Shares and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no outstanding shares of capital stock or equity interests of the Company other Acquired Corporations have been duly authorized and validly issued, and are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete fully paid and accurate list, as of the date hereof, of nonassessable. (i) None of the number outstanding shares of outstanding Options and Warrantscapital stock or equity interests 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 number of outstanding shares of Common Stock which can be acquired upon capital stock or equity interests of the exercise Acquired Corporations are subject to any right of all outstanding Options and Warrants, respectively, first refusal in favor of any Acquired Corporation; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof indebtedness of any Acquired Corporation having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock or equity interests of the Acquired Corporations. No Acquired Corporation is under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or equity interests of the Acquired Corporations. The Shares constitute the only outstanding class of securities of any Acquired Corporation registered under the Securities Act. (c) As of the close of business on August 27, 2020: (i) 10,053,397 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plan and (ii)1,536,119 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plan. As of the close of business on June 30, 2020: (A) 6,607,438 Shares were reserved for future issuance under the Company Equity Plan and (B) 1,893,951 Shares were reserved for future issuance under the Company ESPP. Other than as set forth in this Section 3.3(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 matter. Acquired Corporation. (d) Except as set forth in this Section 4.4 3.3 and except for the Company Options and Company RSUs outstanding as of the Company Disclosure Letterdate of this Agreement (and Shares issuable upon the exercise thereof), since March 31, 1999, the Company there are no: (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting other securities of the Companyany Acquired Corporation; (ii) outstanding subscriptions, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights warrants or limited stock appreciation rights or other rights (including rights whether or not currently exercisable) to acquire any shares of first refusal)the capital stock, agreements or commitments which obligate the Company restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of its Subsidiaries to issue, transfer which is in any way based on or sell derived from the value of any shares of capital stock ofor other securities of any Acquired Corporation, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or equity interests in,obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Corporation; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation is obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) The Company has delivered or made available a true and correct listing of all Persons who hold outstanding Company Options or Company RSUs as of the close of business on August 24, 2020, indicating, with respect to each Company Option or Company RSU, the number of Shares subject thereto and, with respect to Company Options, the per-Share exercise price.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 150,000,000 shares of Company Common Stock Stock, of which 67,632,195 shares are issued and outstanding as of the close of business on the Reference Date; and (ii) 5,000,000 shares of preferred stock, $.01 par valueCompany Preferred Stock, of which 30,000 shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereof, (a) 7,818,087 no shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Company Preferred Stock are issued and outstanding, (c) 0 or outstanding as of the close of business on the Reference Date. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are held by fully paid and nonassessable. From the Reference Date to the execution of this Agreement, the Company in its treasury, and has not (di) no issued any shares of capital stock Company Common Stock or Company Preferred Stock except pursuant to the exercise of Company Options or Company Warrants or the settlement of Company RSUs outstanding as of the Reference Date in accordance with their terms or (ii) issued or granted any Company are held by the Company's Subsidiaries. Section 4.4 Options, Company Warrants, Company RSUs or other equity-based awards. (b) Except as set forth in Part 2.3(b) of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of Schedule: (i) none of the number outstanding shares of outstanding Options and WarrantsCompany 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 number of outstanding shares of Company Common Stock which can be acquired upon is subject to any right of first refusal in favor of the exercise of all outstanding Options and Warrants, respectively, Company; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling Indebtedness of the holders thereof Company that provide a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. The Company is not under any obligation, nor is it 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 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. The Company Common Stock constitutes the only outstanding class of securities of the Company registered under the Exchange Act, and the Company Common Stock and the Company Warrants constitute the only outstanding class of securities of the Company registered under the Securites Act. (c) As of the close of business on the Reference Date: (i) 6,535,786 shares of Company Common Stock are subject to issuance pursuant to Company Options; (ii) 128,571 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s 2013 Employee Stock Purchase Plan (the “Company ESPP”) and no shares of Company Common Stock are estimated to be subject to outstanding purchase rights under the Company ESPP (based on the fair market value of a share of Company Common Stock as of the trading date one trading date prior to the date of this Agreement); (iii) 1,014,300 shares of Company Common Stock are subject to issuance upon vesting of grants of Company RSUs; (iv) 1,825,282 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Company Option Plans; and (vi) 27,537,453 shares of Company Common Stock are subject to issuance pursuant to Company Warrants (assuming no net exercise of any matterCompany Warrants). (d) Part 2.3(d) of the Company Disclosure Schedule sets forth a complete and accurate list that sets forth with respect to each Company Equity Award outstanding as of the close of business on the Reference Date the following information: (i) the particular plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name of the holder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, Company RSU or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Equity Award; (v) the per share exercise price (if any) of such Company Equity Award; (vi) the date on which such Company Equity Award was granted; (vii) the date on which such Company Equity Award expires (if applicable); (viii) if such Company Equity Award is a Company Option, whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (ix) the applicable vesting schedule of, including any acceleration provisions and the number of vested and unvested shares of Company Common Stock subject to, such Company Equity Award as of the close of business on the Reference Date. The Company has delivered or Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company, and the forms of all agreements evidencing such Company Equity Awards (the “Form Award Agreements”). All Company Equity Awards have been granted pursuant to agreements that are substantially similar to the Form Award Agreements. Each Company Equity Award may by its terms be treated at the Effective Time as set forth in Section 5.2(a). 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 in all material respects, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). The Company has no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or equity-based awards. (e) Part 2.3(e) of the Company Disclosure Schedule sets forth a complete and accurate list that sets forth with respect to each Company Warrant outstanding as of the Reference Date the following information: (i) the name of the registered holder of such Company Warrant; (ii) the number of shares of Company Common Stock subject to such Company Warrant; (iii) the per share exercise price of such Company Warrant; (iv) the date on which such Company Warrant was granted; (v) the date on which such Company Warrant expires; and (vi) the applicable vesting schedule of, including any acceleration provisions and the number of vested and unvested shares of Company Common Stock subject to, such Company Warrant as of the close of business on the Reference Date. The Company has delivered or Made Available to Parent accurate and complete copies of the forms of all agreements evidencing such Company Warrants. The Company Warrants have not been amended or supplemented since being provided or Made Available to Parent, and there are no Contracts providing for the amendment or supplement of any such Company Warrant. (f) Except as set forth in Section 4.4 Sections 2.3(a), 2.3(c), 2.3(d) or 2.3(e), as of the Reference Date, there is no: (i) outstanding share of capital stock, or other equity interest in the Company; (ii) 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 Disclosure Letter(including after the Effective Time); (iii) outstanding security, since March 31instrument, 1999bond, debenture, note or obligation or other Indebtedness that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company (iincluding after the Effective Time); or (iv) has not issued 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 Common Stock its capital stock or any other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, securities. (iig) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Company Common Stock are duly authorizedStock, validly issuedand all Company Options and other Company Equity Awards, fully paid, nonassessable Company Warrants and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, have been issued and no existing options, warrants, calls, subscriptions, convertible securities, granted in compliance in all respects with: (i) all applicable securities laws and no stock appreciation rights other applicable Legal Requirements; (ii) all requirements set forth in applicable Contracts; and (iii) all requirements set forth in the certificate of incorporation or limited stock appreciation rights or other rights (including rights bylaws of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,Company.

Capitalization, Etc. The (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 30,000,000 of: (i) 10,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 4,058,395 shares have been designated as are issued and outstanding; and (ii) 1,541,665 shares of Series A Junior Participating Preferred Stock ("Seed Preferred Stock"), all of which are issued and outstanding. The rights, preferences, privileges and restrictions of the Company Capital Stock are as stated in the Company’s certificate of incorporation. As of the date hereof, the holders of record of the Company Capital Stock is as set forth in Part 2.3(a) of the Disclosure Schedule, which further sets forth, for each such Person, the number of shares held by such Person. (ab) 7,818,087 750,000 shares of Company Common Stock are outstandingreserved for issuance under the Company Equity Plan, (b) 30,000 of which 261,656 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights"outstanding Company Options. Part 2.3(b) issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter Schedule sets forth a complete and accurate listforth, as of the date hereof, for each outstanding Company Option, the name of (i) the number holder of outstanding Options such Company Option, whether such Company Option is an incentive stock option or a nonqualified stock option, the type and Warrants, (ii) the number of shares of Company Common Stock which can be acquired issuable upon the exercise of all outstanding Options and Warrantssuch Company Option, respectively, (iii) the number vesting schedule of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrantssuch Company Option, and (v) the exercise price of such Company Option. The exercise price of each outstanding Company Option is equal to or greater than the grant date fair market value of each share of Company Common Stock issuable upon exercise of such Company Option. (c) Except for (x) the Company Options and Warrantas set forth in Part 2.3(c) of the Disclosure Schedule, (y) the conversion privileges of the Company Preferred Stock, and (viz) those rights set forth in Part 2.3(c) of the number Disclosure Schedule, (i) there are no other existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) or agreements to which the Company, or to the Company’s Knowledge, any Company Stockholder or holder of Company Options, is a party requiring, and there are no securities of the Company outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Common capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of Company Capital Stock which or other equity securities of the Company; (ii) there are reserved for issuance pursuant no obligations, contingent or otherwise, of the Company to (A) repurchase, redeem or otherwise acquire any shares of Company Capital Stock or (B) to make any material investment in (in the form of a loan, capital contribution or otherwise), or to provide any guarantee (excluding indemnification obligations) with respect to the Purchase Plan. obligations of, any Person and (iii) there are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. (d) Except for those rights set forth in Part 2.3(d) of the Common StockDisclosure Schedule, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has there are no outstanding bonds, debentures, notes or other obligations entitling Indebtedness of the holders thereof Company having the right to vote or consent (or, convertible into, or which are convertible into or exercisable for exchangeable for, securities having the right to votevote or consent) with the stockholders of on any matters on which the Company on Stockholders may vote. There are no voting trusts, irrevocable proxies or other contracts or understandings to which the Company, or, to the Company’s Knowledge, any matter. Except as set forth in Section 4.4 Company Stockholder or any holder of Company Options is a party or is bound with respect to the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued voting or consent of any shares of Common Stock other than upon Company Capital Stock. (e) All of the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Company Capital Stock are have been duly authorized, authorized and validly issued, and are fully paid, paid and nonassessable and free have been issued and granted in all material respects in compliance with all applicable securities Laws. Each share of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 Company Preferred Stock is convertible into one share of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares, of 30,000,000 which 36,644,755 shares have been issued and are outstanding as of Common Stock the close of business on the day immediately preceding the date of this Agreement and 22,108,788 shares have been issued and are held as treasury shares; and (ii) 5,000,000 shares of preferred stock, $.01 par valueCompany Preferred Stock, of which 30,000 no shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock")issued or are outstanding. As All of the date hereofoutstanding Shares have been duly authorized and validly issued, (a) 7,818,087 shares of Common Stock and are outstanding, fully paid and nonassessable. (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights"Except as set forth in Part 3.3(b) issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of Schedule: (i) none of the number outstanding Shares are entitled or subject to any preemptive right, right of outstanding Options and Warrantsrepurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the number outstanding Shares are subject to any right of shares first refusal in favor of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, Company; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the holders thereof Acquired Corporations having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares or other securities, except for the Company’s right to repurchase or reacquire Restricted Shares held by an employee of the Company upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. The Company Common Stock constitutes the only outstanding class of securities of the Company or its Subsidiaries registered under the Securities Act. (c) As of the date of this Agreement: (i) 1,871,779 Shares are subject to issuance pursuant to Company Options granted and outstanding under the 2009 Plan; (ii) 29,079 Shares are subject to issuance pursuant to Company Options granted and outstanding under the 2007 Plan; (iii) 3,663,180 Shares are subject to issuance pursuant to Company Options granted and outstanding under the 2000 Plan; (iv) an aggregate of no Shares are subject to or otherwise deliverable in connection with outstanding Restricted Shares; (v) an aggregate of 1,971,511 Shares are subject to or otherwise deliverable in connection with outstanding RSUs; (vi) 31,852 Shares are estimated to be subject to outstanding purchase rights under the ESPP (assuming that the closing price per share of Company Common Stock as reported on the on the purchase date for the current offering period was equal to the Merger Consideration); (vii) 11,002,845 Shares are reserved for future issuance under Company Equity Plans; and (viii) 503,429 Shares are reserved for future issuance under the ESPP. As of the date of this Agreement, the weighted average exercise price of the Company Options outstanding as of that date was $20.50. The Company has delivered or otherwise made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options, Restricted Shares and RSUs outstanding as of the date of this Agreement and the forms of all stock option agreements evidencing such Company Options. The Company has delivered or otherwise made available to Parent or Parent’s Representatives copies of the ESPP and applicable offering document. Other than as set forth in this Section 3.3(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 matterof the Acquired Corporations. (d) All of the 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, by the Company 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. Except as set forth in this Section 4.4 3.3 or in Part 3.3(d) of the Company Disclosure LetterSchedule, since March 31, 1999, the Company there is no: (i) has outstanding shares of capital stock, or other equity interest in, the Company; (ii) outstanding subscription, option, call, warrant or right (whether or not issued currently exercisable) to acquire any shares of Common Stock the capital stock, restricted stock unit, stock-based performance unit or any other than upon right that is linked to, or the exercise value of Options 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 Acquired Corporations; (iii) outstanding security, 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 Acquired Corporations; or (iv) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Part 3.3(e) of the Company Disclosure Schedule sets forth, as of the close of business on the business day immediately preceding this Agreement, a list of each Company Option and Warrants or pursuant to each Company Equity Award outstanding and in the Purchase Plancase of a Company Option unexercised as of such date, which list specifies (i) the name of the holder, (ii) has granted no Options the number of Shares subject to purchase shares of Common Stock under the Stock such Company Option Plansor Company Equity Award, as applicable, and (iii) has not amended the Purchase Plan, and exercise price of any such Company Option. (ivf) has not split, combined or reclassified any of its shares Each outstanding share of capital stock. All issued and outstanding shares stock of Common Stock are each Subsidiary of the Company is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, and there are no subscriptions, options, warrants, rights, calls, contracts or other commitments, understandings, restrictions or arrangements relating to the issuance, acquisition, redemption, repurchase or sale of any shares of capital stock or other equity or voting securities interests of any Subsidiary of the Company, and no existing optionsincluding any right of conversion or exchange under any outstanding security, warrantsinstrument or agreement, callsany agreements granting any preemptive rights, subscriptionssubscription rights, convertible securitiesanti-dilutive rights, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements refusal or commitments which obligate similar rights with respect to any securities of any Subsidiary. None of the Company Acquired Corporations has any outstanding equity compensation plans or any of its Subsidiaries policies relating to issue, transfer or sell any shares of the capital stock of, or other equity or voting interests in,, any Subsidiary of the Company.

Capitalization, Etc. The authorized capital stock of the Company consists of 30,000,000 100,000,000 shares of Company Common Stock and 5,000,000 25,000,000 shares of preferred stock, par value $.01 par value, 0.01 per share (the “Company Preferred Stock”) of which 30,000 21,809,395 shares have been designated as Series A Junior Participating of Company Common Stock and no shares of Company Preferred Stock were issued and outstanding as of the date of this Agreement. All outstanding shares of Company Common Stock ("Preferred Stock")i) are duly authorized, validly issued, fully paid and non-assessable, (ii) are free of any Liens and pre-emptive or similar rights, and (iii) were not issued in material violation of any preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound. As of the date hereofof this Agreement, there were (ai) 7,818,087 1,068,325 shares of Company Common Stock are outstandingreserved for issuance under the 2005 Plan, (b) 30,000 of which 545,250 shares of Preferred Company Common Stock are were subject to Preferred outstanding Company RSUs and 523,075 shares of Company Common Stock Purchase Rights were reserved for future Company RSU grants and ("Rights"ii) 57,883 shares of Company Common Stock reserved for issuance under the 2003 Plan, none of which were subject to outstanding options. The Company has delivered to the Parents or their Representatives (or made available in a data room) true and complete copies of the 2005 Plan and each form of agreement evidencing each award thereunder. Except for the rights created pursuant to this Agreement and the Company RSUs, there are no options, warrants, calls, rights, commitments or agreements that are outstanding to which the Company is a party or by which it is bound, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Common Stock or other capital stock of or equity interests in the Company or the Company Subsidiaries or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any option, warrant, call, right, commitment or agreement regarding shares of Company Common Stock or other capital stock of or equity interests in the Company or the Company Subsidiaries. All shares of Company Common Stock issuable upon exercise of the restricted share units described in this Section 2.3 will be, when issued pursuant to the Company's Rights Agreement terms of such restricted share units, duly authorized, validly issued, fully paid and nonassessable. There are no other shares contracts, commitments or agreements relating to the voting, purchase or sale of Preferred Stock are issued and outstanding, (c) 0 shares of Company Common Stock are held by between or among the Company in and any of its treasurystockholders. To the Company’s knowledge, and (d) there are no voting trusts, proxies, shareholder rights plans or other arrangements relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock of the Company Company. There are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the holders thereof Company having the right to vote (or which are convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of matter on which the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,’s shareholders may vote.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 120,000,000 shares of Company Common Stock Stock, of which 30,767,544 shares were issued and 5,000,000 outstanding as of February 20, 2004; and (ii) 20,000,000 shares of preferred stockPreferred Stock, $.01 par valuevalue per share, of which 30,000 no shares have been designated issued or are outstanding. Except as Series A Junior Participating Preferred set forth in Part 3.3(a)(i) 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 Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 3.3(a)(ii) of the Disclosure Schedule: (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. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(iii) of the Disclosure Schedule describes all repurchase rights held by the Company with respect to shares of Company Common Stock ("Preferred Stock"whether such shares were issued pursuant to the exercise of Company Options or otherwise). . (b) As of the date hereof, of this Agreement: (ai) 7,818,087 120,000 shares of Common Stock Company Preferred Stock, designated as Series AA Preferred Stock, are outstanding, reserved for future issuance upon exercise of the Company Rights; (bii) 30,000 no shares of Preferred Company Common Stock are subject to Preferred issuance pursuant to stock options granted and outstanding under the Company’s 1992 Stock Purchase Rights Option Plan ("Rights"the “1992 Plan”); (iii) issued 3,206,456 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 1996 Stock Plan (the “1996 Plan”); (iv) 1,166,499 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 2000 Employee Stock Option Plan (the “2000 Plan” and, together with the 1992 Plan and the 1996 Plan, the “Company Option Plans”); and (v) 365,613 shares of Company Common Stock are reserved for future issuance pursuant to the Company's Rights Agreement and no other ’s 2000 Employee Stock Purchase Plan (the “ESPP”). (Options to purchase shares of Preferred Stock are issued and outstanding, (c) 0 shares of Company Common Stock are held (whether granted by the Company pursuant to the Company Option Plans, assumed by the Company in its treasuryconnection with any merger, and (dacquisition or similar transaction or otherwise issued or granted) no shares of capital stock are referred to in this Agreement as “Company Options.”) Part 3.3(b) of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter Schedule sets forth a complete and accurate list, the following information with respect to each Company Option outstanding as of the date hereof, of this Agreement: (i) the number of outstanding Options and Warrants, particular Company Option Plan (if any) pursuant to which such Company Option was granted; (ii) the number name of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, optionee; (iii) the number of shares of Company Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, subject to such Company Option; (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding such Company Option; (v) the date on which such Company Option and Warrant, and was granted; (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrantsapplicable vesting schedule, and the Purchase Rights, 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 no outstanding bonds, debentures, notes or other obligations entitling the holders thereof delivered to vote Parent (or otherwise made available in a data room to which are convertible into or exercisable for securities having Parent’s Representatives have had access) accurate and complete copies of all stock option plans pursuant to which the right to voteAcquired Corporations have granted stock options, and the forms of all stock option agreements evidencing such options. (c) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 Part 3.3(b) of the Company Disclosure LetterSchedule, since March 31, 1999, the Company there is no: (i) has outstanding subscription, option, call, warrant or right (whether or not issued currently exercisable) to acquire any shares of Common Stock the capital stock or other than upon securities of any of the exercise of Options and Warrants or pursuant to the Purchase Plan, Acquired Corporations; (ii) has granted no Options to purchase outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Common Stock under the Stock Option Plans, capital stock or other securities of any of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the 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 has not amended given rise to or provided a basis for the Purchase Planassertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (d) All outstanding shares of Company Common Stock, options, warrants and other securities of the Acquired Corporations have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ivii) has not split, combined or reclassified any all requirements set forth in applicable Contracts. (e) All of its the outstanding shares of capital stock. All issued stock of each of the Company’s Subsidiaries have been duly authorized and outstanding shares of Common Stock are duly authorized, validly issued, are fully paid, paid and nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 , with no personal liability attaching to the ownership thereof, and are owned beneficially and of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of record by the Company, free and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights clear of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 350,000,000 shares of Company Common Stock Stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, $.01 no par value, of which 30,000 shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereofclose of business on March 18, 2025 (athe “Capitalization Date”), there were (i) 7,818,087 10,124,281 shares of Company Common Stock issued and outstanding and (ii) no shares of preferred stock issued and outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued in accordance with applicable Legal Requirements and are outstandingfully paid and nonassessable. Since the Capitalization Date through the date of this Agreement, the Company has not issued any new Shares or other securities, except pursuant to the exercise of purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Capitalization Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Capitalization Date in accordance with their terms and, since the Capitalization Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Capitalization Date. (b) 30,000 All of the outstanding shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the capital stock or ordinary shares of the Company's Rights Agreement ’s Subsidiaries have been duly authorized and no other shares validly issued, in accordance with applicable Legal Requirements, and are fully paid and nonassessable. None of Preferred Stock are the Company’s Subsidiaries own any issued and outstanding, outstanding capital stock or other equity interests of the Company. (ci) 0 shares None of Common Stock are held by the Company in its treasury, and (d) no outstanding shares of capital stock of the Company Acquired Corporations are held by the Company's Subsidiaries. Section 4.4 entitled or subject to any preemptive right, right of the Company Disclosure Letter sets forth a complete and accurate listrepurchase or forfeiture, as right of the date hereofparticipation, right of (i) the number of outstanding Options and Warrants, maintenance or any similar right; (ii) none of the number of outstanding shares of Common Stock which can be acquired upon capital stock of the exercise Acquired Corporations are subject to any right of all outstanding Options and Warrants, respectively, first refusal in favor of any Acquired Corporation; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof indebtedness of any Acquired Corporation having a right to vote (or which that are convertible into or exercisable for securities having the right to vote) with on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired Corporations. No Acquired Corporation is under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. (d) As of the close of business on the Capitalization Date, (i) 679,044 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 874,980 Shares were subject to issuance pursuant to outstanding Company RSUs granted under the Company Equity Plans, (iii) 256,414 Shares were reserved for future issuance under the Company Equity Plans, (iv) 162,322 Shares were reserved for future issuance under the Company ESPP and (v) 3,764,533 Shares were subject to outstanding Company Warrants. Other than as set forth in this Section 3.3(d), there are no issued, reserved for issuance, outstanding or authorized restricted stock, restricted stock unit, stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any matter. Acquired Corporation. (e) Except as set forth in this Section 4.4 3.3 and except for purchase rights under the Company ESPP, Company Options, Company RSUs and Company Warrants (and Shares issuable on the exercise, vesting or conversion thereof, as applicable) as of the Company Disclosure Letterclose of business on the Capitalization Date, since March 31, 1999, the Company there are no: (i) has outstanding shares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not issued currently exercisable) to acquire any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares , restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free which is in any way based on or derived from the value of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other any shares of capital stock or voting other securities of the Companyany Acquired Corporation, and no existing options, warrants, calls, subscriptions, convertible in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, and no stock appreciation rights instruments, bonds, debentures, notes or limited stock appreciation rights obligations that are or other rights (including rights of first refusal), agreements may become convertible into or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell exchangeable for any shares of the capital stock ofor other securities of any Acquired Corporation; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (f) Section 3.3(f)(i) of the Company Disclosure Schedule sets forth a true and complete list as of the Capitalization Date of each Company Option and Company RSU, that includes (i) the name (or equity interests in,employee identification number) of the holder thereof, (ii) the Company Equity Plan under which such Company Option or Company RSU was granted, (iii) the number of Shares subject to such Company Option or Company RSU (and, if applicable, assuming achievement of the applicable performance metrics), (iv) the grant date, (v) the expiration date (if any), (vi) the exercise price (if any), (vii) with respect to a Company Option, whether such Company Option is intended to constitute an “incentive stock option” within the meaning of Section 422 of the Code and (viii) the vesting schedule. Section 3.3(f)(ii) of the Company Disclosure Schedule sets forth a true and complete list as of the measurement date of each Company Warrant that includes (A) the name of the holder thereof, (B) the number of Shares issued or issuable thereunder, (C) the expiration date, and (D) the exercise price. (g) Each award of a Company Option and Company RSU was granted (i) in compliance with all applicable securities laws or exemptions therefrom and (ii) under a Company Equity Plan. Each Company Option has an exercise or strike price that is no less than the fair market value of the Shares underlying such Company Option on the grant date.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 275,000,000 shares of Company Common Stock, $0.001 par value per share, of which 119,243,357 shares (including shares issued as Company Restricted Stock Awards) have been issued and are outstanding as of the close of business on the day immediately preceding the date of this Agreement; and (ii) 5,000,000 shares of the Company’s preferred stock, $.01 0.001 par valuevalue per share, of which 30,000 no shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock")issued or are outstanding. As All of the date hereof, (a) 7,818,087 outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. (b) (i) Except for 713,655 shares of Company Restricted Stock Awards (628,903 of which are vested and 84,752 of which are unvested) outstanding as of the close of business on the day immediately preceding the date of this Agreement, none of the outstanding shares of Company Common Stock are outstandingentitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (bii) 30,000 none of the outstanding shares of Preferred Company Common Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to any right of first refusal in favor of the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, ; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the holders thereof Company having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. The Company is not under any obligation, nor is it 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 other securities other than pursuant to the Company Convertible Notes. The Company Common Stock constitutes the only outstanding class of securities of the Company or its Subsidiaries registered under the Securities Act. (c) As of the close of business on the day immediately preceding the date of this Agreement: (i) 12,908,209 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans; (ii) 84,752 shares of Company Common Stock are subject to outstanding and unvested Company Restricted Stock Awards granted under the Company Equity Plans (which amount is included in the number of issued and outstanding shares of Company Common Stock set forth in Section 3.3(a)); (iii) 5,005,493 shares of Company Common Stock are subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans; (iv) 168,663 shares of Company Common Stock are estimated to be subject to outstanding purchase rights under the ESPP (assuming that the closing price per share of Company Common Stock as reported on the purchase date for the current offering period was equal to the Offer Price); (v) 7,691,169 shares of Company Common Stock are reserved for future issuance under Company Equity Plans; (vi) 762,646 shares of Company Common Stock are reserved for future issuance under the ESPP (including shares estimated in clause “(iv)” above); (vii) 200,000 shares of Company Common Stock are subject to issuance pursuant to Company Warrants (assuming no net exercise of any matterCompany Warrants); and (viii) 28,088,372 shares of Company Common Stock are subject to issuance pursuant to the Company Convertible Notes. The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options, Company RSUs and Company Restricted Stock Awards outstanding as of the date of this Agreement, the forms of all stock option agreements evidencing such Company Options, restricted stock unit and restricted stock award grant notices, the forms of agreements evidencing the Company RSUs and Company Restricted Stock Awards, the forms of all warrants evidencing the Company Warrants and the forms of all notes evidencing the Company Convertible Notes. The Company has delivered or made available to Parent or Parent’s Representatives copies of the ESPP and applicable offering document. Other than as set forth in this Section 3.3(c) and Section 3.3(b), there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Company. (d) Except as set forth in this Section 4.4 3.3 or Part 3.3(d) of the Company Disclosure LetterSchedule, since March 31there are no: (i) outstanding shares of capital stock, 1999or other equity interest in, the Company or any Subsidiary; (ii) outstanding subscriptions, options, calls, warrants or 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 Company or any Subsidiary; or (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any Subsidiary. (e) The Company has delivered to Parent a copy of the Company Rights Agreement as currently in effect. The Company has amended the Company Rights Agreement to provide that: (i) has neither Parent nor Purchaser nor any of their respective Affiliates shall be deemed to be an Acquiring Person (as such term is defined in the Company Rights Agreement), and such amendment does not issued so exclude any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase PlanPerson, (ii) has granted no Options neither a Distribution Date nor a Shares Acquisition Date (as each such term is defined in the Company Rights Agreement) shall be deemed to purchase shares of have occurred, and the Rights will not detach from the Company Common Stock under or become non-redeemable, as a result of the Stock Option Plansexecution, delivery or performance of this Agreement or the consummation of the Offer, the Merger or the other Transactions, and (iii) has not amended the Purchase PlanRights and the Company Rights Agreement shall expire and terminate immediately prior to the Offer Acceptance Time. (f) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company have been duly authorized and (iv) has not split, combined or reclassified any of its shares of capital stock. All validly issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of not subject to any preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there rights and are no other shares of capital stock or voting securities of owned by the Company, directly or indirectly, beneficially and no existing optionsof record, warrantsfree and clear of all Encumbrances and transfer restrictions, calls, subscriptions, convertible securities, except for such Encumbrances and no stock appreciation rights or limited stock appreciation rights transfer restrictions of general applicability as may be provided under the Securities Act or other rights (including rights of first refusal)applicable securities laws. Except for its interest in the Subsidiaries, agreements or commitments which obligate the Company does not own, directly or indirectly, any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or other equity interests interest in,, any Person.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 250,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 51,610,342 shares have been issued and are outstanding as of the close of business on the day immediately preceding the date of this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, of which 250,000 have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As All of the date hereof, (a) 7,818,087 outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Since the close of business on the day immediately preceding the date of this Agreement through the time at which this Agreement was executed, the Company has not issued any shares of its capital stock, other than any shares that may have been issued upon the exercise of Company Options. (b) (i) None of the outstanding shares of Company Common Stock are outstandingentitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (bii) 30,000 none of the outstanding shares of Preferred Company Common Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to any right of first refusal in favor of the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, ; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the holders thereof Company having a right to vote (or which are convertible into or exercisable for such securities having the right to vote) with on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities other than pursuant to the 1.75% Convertible Notes and the 2.875% Convertible Notes and the Indenture. The Company Common Stock constitutes the only outstanding class of securities of the Company or its Subsidiaries registered under the Securities Act. (c) As of the close of business on December 15, 2014: (i) 117,223 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the 2000 Plan; (ii) 2,681,010 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the 2005 Plan; (iii) 87,525 shares of Company Common Stock are estimated to be subject to outstanding purchase rights under the ESPP (assuming that the closing price per share of Company Common Stock as reported on the purchase date for the current offering period was equal to the Offer Price); (iv) 1,033,139 shares of Company Common Stock are subject to or otherwise deliverable in connection with outstanding Company RSUs under Company Equity Plans; (v) 14,855,100 shares of Company Common Stock are subject to issuance pursuant to the Company Warrants, without considering any matter“make-whole adjustment” with respect to such Company Warrants (19,430,803 shares of Company Common Stock are subject to issuance pursuant to the Company Warrants assuming the maximum amount of such “make-whole adjustment”); (vi) 6,274,054 shares of Company Common Stock are reserved for future issuance under Company Equity Plans; and (vii) 432,605 shares of Company Common Stock are reserved for future issuance under the ESPP. The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options and Company RSUs outstanding as of the date of this Agreement and all forms of stock option grant notices and forms of agreements evidencing such Company Options, all forms of stock unit grant notices and forms of agreements evidencing such Company RSUs, and all forms of warrant agreements covering the Company Warrants. The Company has delivered or made available to Parent or Parent’s Representatives copies of the ESPP and applicable offering document. Other than as set forth in this Section 3.3(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 the Company. (d) Except as set forth in this Section 4.4 of the Company Disclosure Letter3.3, since March 31, 1999, the Company there are no: (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its outstanding shares of capital stock. All issued and , or other equity interest in, the Company or any Subsidiary; (ii) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of Common Stock 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 the Company or any Subsidiary; (iii) outstanding security, 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 the Company or any Subsidiary; or (iv) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid, paid and nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of owned by the Company, directly or indirectly, beneficially and no existing optionsof record, warrantsfree and clear of all Encumbrances and transfer restrictions, calls, subscriptions, convertible securities, except for such Encumbrances and no stock appreciation rights or limited stock appreciation rights transfer restrictions of general applicability as may be provided under the Securities Act or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,applicable securities laws.

Capitalization, Etc. The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par value, of which 30,000 shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereof, UOL's authorized capitalization consists of (a) 7,818,087 36,000,000 shares of Common Stock Stock, par value $0.01 per share, of which 9,777,524 shares are outstanding, issued and outstanding and (b) 30,000 34,000,000 shares of Preferred Stock, par value $0.01 per share, of which 12,000,000 shares have been designated "Series A Preferred Stock" (and there are now outstanding 4,742,406 of such Series A Preferred Stock), 6,000,000 shares have been designated "Series B Preferred Stock" (and there are now none outstanding) and 6,000,000 shares have been designated "Series B-1 Preferred Stock" (and there are now outstanding 2,187,500 of such Series B-1 Preferred Stock). The Common Stock are subject issuable upon exercise of the Warrants to Preferred Stock Purchase Rights ("Rights") issued be acquired pursuant to the Company's Rights Agreement this agreement have been duly and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are validly reserved for issuance and, upon issuance, will be duly and validly issued, fully paid and non-assessable and will be free of restrictions on transfer, except pursuant to applicable federal and state securities laws. All corporate action on the exercise part of outstanding Options UOL and stockholders thereof, if necessary, for the authorization, execution and delivery of this agreement and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the WarrantsWarrants contemplated hereby, and the Purchase Rightsauthorization, issuance or reservation for issuance of such Warrants and the Company Common Stock issuable upon exercise thereof has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matterbeen taken. Except as set forth in Section 4.4 of on SCHEDULE 7.2 or as contemplated by the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letterissuable hereunder, there are no other shares of capital stock or voting securities of the Company, and no existing outstanding options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights conversion or pre-emptive rights) or agreements for the purchase or acquisition from UOL of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of its capital stock of, or equity interests in,any rights which permit or allow a holder of securities of UOL to cause UOL to file a registration statement or which permit or allow the holder thereof to include securities of UOL in a registration statement filed by UOL.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par valueof: (i) 150,000,000 Shares, of which 30,000 92,375,454 Shares were issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock of which 200,000 have been designated as Series A Junior Participating Preferred Stock. No shares of Company Preferred Stock or Series A Junior Participating Preferred Stock ("Preferred Stock")have been issued or are outstanding. As All of the date hereof, (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement outstanding Shares have been duly authorized and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasuryvalidly issued, and (d) no shares of capital stock of are fully paid and nonassessable. During the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, period starting as of the close of business on the day immediately preceding the date hereof, of (i) this Agreement through the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock time at which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rightsthis Agreement was executed, the Company has not issued any shares of its capital stock. (b) Except as set forth in the Company’s certificate of incorporation, (i) none of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding Shares is subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other obligations entitling indebtedness of the holders thereof Acquired Corporations having a right to vote (or which are convertible into or exercisable for such securities having the right to vote) with on any matters on which the stockholders of the Company on have a right to vote; (iv) there is no Company Contract relating to the voting or registration of, or restricting any matterPerson from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. Except as set forth in Section 4.4 None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares or other securities. The Common Stock Purchase Agreement dated December 1, 2008 between the Company Disclosure Letterand Kingsbridge Capital Limited, since March as amended by Amendment No. 1 to Common Stock Purchase Agreement dated as of December 31, 19992010 (the “Kingsbridge Agreement”), has expired and Kingsbridge Capital Limited has no rights remaining under the Kingsbridge Agreement. (c) As of the date of this Agreement, 200,000 shares of Company Preferred Stock, designated as Series A Junior Participating Preferred Stock, are reserved for future issuance upon exercise of the rights issued pursuant to the Company Rights Agreement. (d) The Company has no shares of capital stock reserved for issuance, except that, as of the date of this Agreement: (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or 156,515 Shares are subject to issuance pursuant to stock options granted and outstanding under the Purchase Third Amended and Restated 2000 Stock Incentive Plan (the “2000 Plan, ”); (ii) has 12,608,912 Shares are subject to issuance pursuant to stock options granted no Options to purchase shares of Common Stock and outstanding under the Stock Option Plans, Company’s Amended and Restated 2003 Equity Incentive Award Plan (“2003 Plan”); (iii) has not amended 1,251,929 Shares are subject to issuance pursuant to stock options granted and outstanding under the Purchase Company’s 2006 Equity Incentive Award Plan (“2006 Plan, ”); and (iv) 7,766,046 Shares are reserved for future issuance under Company Warrants. No Shares are subject to outstanding rights pursuant to the Company’s Employee Stock Purchase Plan (the “ESPP”). The Company has not splitdelivered or otherwise made available to Parent or Parent’s Representatives on or prior to the date of this Agreement true and complete copies of the current versions of all Company Equity Plans covering the Company Options outstanding as of the date of this Agreement, combined the current forms of all stock option agreements evidencing outstanding Company Options and true and complete copies of the form of each outstanding Company Warrant. Each outstanding Company Warrant is substantially identical to the form therefor delivered to Parent or reclassified any Parent’s Representatives on or prior to the date of its shares this Agreement. Each Company Option (A) was granted in compliance in all material respects with all of capital stock. All the terms and conditions of the Company Equity Plan pursuant to which it was issued and (B) has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the 2000 Plan, the 2003 Plan, or the 2006 Plan, as applicable, on the date of such grant. (e) All of the outstanding shares capital stock or other voting securities of, or ownership interests in, each Subsidiary of Common Stock the Company are duly authorized, validly issued, fully paid, paid and nonassessable and owned by the Company, free and clear of preemptive rightsany Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth above in this Section 4.4 or in Section 4.4 3.3(d), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the Company Disclosure Lettercapital stock, there are no 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 voting securities of any of the Acquired Corporations (and no former Company Associate has contingent rights to cash payments pursuant to a Company Employee Agreement that are measured by reference to Company Options); (ii) outstanding security, 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 Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities except for the Company Rights Agreement. (g) Part 3.3(g) of the Company Disclosure Schedule contains a correct and complete list of each outstanding Company Warrant, including the registered holder’s name, date of issuance, exercise price, expiration date and number of Shares subject thereto. (h) Following the Effective Time, all of the Company Warrants will be exercisable only for cash and will not entitle any holder thereof to acquire any shares of capital stock. (i) Micromet GmbH is neither over-indebted nor insolvent (as such terms are defined in Sections 19 and 17, respectively, of InsO (German Insolvency Code – Insolvenzordnung)). No insolvency proceedings have been instituted against the assets of Micromet GmbH, and no application has been filed by Micromet GmbH, or, to the knowledge of the Company, and no existing optionsby any other Person, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,for such proceedings.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par valueof: (i) 500,000,000 Shares, of which 30,000 81,678,821 shares are issued and outstanding as of the close of business on the Reference Date; and (ii) 25,000,000 shares of Company Preferred Stock, none of which are issued and outstanding as of the close of business on the Reference Date. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding Shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock")duly authorized and validly issued and are fully paid and nonassessable. As None of the date hereofoutstanding Shares have been issued in violation of any preemptive rights, (a) 7,818,087 shares rights of Common Stock are outstandingfirst refusal or other similar rights. Except as set forth in this Section 2.3(a), (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and Company has no other shares of Preferred Stock are capital stock authorized. Since the Reference Date, the Company has not issued or granted any shares of its capital stock, Company Equity Awards or other equity interests in 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 outstandingsettlement of Company Equity Awards outstanding as of the Reference Date in accordance with their terms as in effect as of the Reference Date, (cy) 0 shares of Common Stock are held by the Company Equity Awards issued in its treasurycompliance with Section 4.3(b)(iii), and or (dz) no shares of capital stock in connection with conversions of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of Convertible Notes. (b) (i) None of the number outstanding Shares is entitled or subject to any preemptive right, right of outstanding Options and Warrantsrepurchase or forfeiture, right of participation, right of maintenance, redemption right, repurchase right, anti-dilutive right or any similar right, (ii) none of the number outstanding Shares is subject to any right of shares first refusal in favor of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectivelyCompany, (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders Indebtedness of the Company (other than, upon conversion into Shares, the Company Convertible Notes) having a right to vote on any mattermatters on which the Company Stockholders have a right to vote and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. Except The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares, other than pursuant to the Capped Call Confirmations. The Company Common Stock 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. (c) As of the close of business on the Reference Date: (i) 5,881,600 Shares are subject to issuance pursuant to Company Options granted and outstanding 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 Indenture. Other than as set forth in this Section 4.4 2.3(c) and Section 2.3(b), as of 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) Section 2.3(d) of the Company Disclosure LetterLetter accurately sets forth the following information with respect to each Company Equity Award outstanding as of the close of business on the Reference Date: (A) the Company Equity Plan (if any) pursuant to which such Company Equity Award was granted; (B) the name of the holder of such Company Equity Award; (C) the number of shares of Company Common Stock subject to such Company Equity Award (including, since March 31for Company Equity Awards subject to performance-based vesting requirements, 1999both the target and the maximum number of shares of Company Common Stock); (D) the exercise price (if any) of such Company Equity Award; (E) the date on which such Company Equity Award was granted; (F) the applicable vesting schedule (including any performance-based vesting requirements), and the extent to which such Company Equity Award is vested and/or exercisable (including achievement of any performance-based vesting requirements and the number of shares of Company Common Stock vested due to the achievement of any performance-based vesting requirements); (G) the date on which such Company 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 or Parent’s Representatives copies of all Company Equity Plans covering the Company Options, Company RSUs and Company PSUs outstanding as of the date of this Agreement, the forms of all stock option agreements evidencing such Company Options, the forms of stock unit agreements evidencing such Company RSUs and the form of stock unit agreements evidencing such Company PSUs. The Company has delivered or made available to Parent or Parent’s Representatives copies of the Company ESPP and applicable offering documents. (e) Except for the Company Convertible Notes, the Capped Call Transactions and as otherwise explicitly set forth in Section 2.3(a) or Section 2.3(c), there are no: (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or other equity interest in, the Company; (ii) outstanding subscriptions, options, calls, warrants, earnouts or 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; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any Subsidiary of the Company; or (iv) stockholder rights plans (or similar plan commonly referred to as a “poison pill”) or 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. (f) All of the 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 such Subsidiary. (g) All outstanding shares of Company Common Stock, Company Equity Awards and other securities of the Company or any Subsidiary of the Company have been issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements in all material respects. (h) Section 2.3(h) of the Company Disclosure Letter lists (i) (A) each Affiliated Practice and indicates its jurisdiction of organization and (B) each of the Affiliated Practice Owners and the amount and type of equity interests in,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 applicable securities transfer restriction agreement.

Capitalization, Etc. The authorized capital stock (a) Section 3.3(a) of the Company consists Disclosure Schedule contains a true, correct and complete list of, and the numbers and series of 30,000,000 shares owned by, the record holders of the outstanding shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par value, of which 30,000 shares have been designated as Series A Junior Participating Preferred Company Capital Stock ("Preferred including Company Common Stock"). As ) as of the date hereof, (a) 7,818,087 of this Agreement and the outstanding shares of Common Company Capital Stock that are outstandingsubject to Down-Round Protection. The rights, (b) 30,000 shares preferences, privileges and restrictions of the Company Series A Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to as stated in the Company's Rights Agreement ’s certificate of incorporation and no other bylaws that were each previously provided to LEC. Excluding Accredited Investors, the outstanding shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Company Capital Stock are held by fewer than thirty five (35) Persons. * The Company Disclosure Schedule has been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of such schedule will be furnished supplementally to the Company in its treasury, Securities and (d) no shares of capital stock Exchange Commission upon request. Further explanation of the Company are held by contents of the Company's Subsidiaries. Section 4.4 omitted portion of the Company Disclosure Letter Schedule can be found in the section of this agreement referenced by the Schedule number. (b) Twelve million two hundred sixty two thousand four hundred seventy-five (12,262,475) shares of Company Common Stock are reserved for issuance under the Company Warrants, of which zero (0) shares have been issued upon exercise of the Company Warrants. Section 3.3(b) of the Company Disclosure Schedule sets forth a complete and accurate list, the following information with respect to each outstanding Company Warrant as of the date hereof, of this Agreement: (iA) the number name of outstanding Options and Warrants, the holder of the Company Warrant; (iiB) the number of shares of Company Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, subject to each such Company Warrant; and (vC) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the such Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders Warrant as of the date of this Agreement and as would be amended by a Warrant Cancellation Agreement. The Company Warrants outstanding on any matter. Except as the date hereof consist solely of those warrants set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal3.3(b), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 (i) 35,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 7,568,664 shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereof, (a) 7,818,087 shares of Common Stock issued and are outstanding, and (bii) 30,000 15,000,000 shares of Company Preferred Stock Stock, of which 3,508,995 shares have been issued and are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to outstanding. All of the Company's Rights Agreement and no other outstanding shares of Preferred Stock are issued and outstanding, (c) 0 shares of Company Common Stock are held by the Company in its treasuryhave been duly authorized and validly issued, and (dare fully paid and non-assessable. Part 2.5(a) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter Schedule sets forth the ownership of the Company Capital Stock, noting any shares that are subject to any repurchase option, forfeiture provision or restriction on transfer (other than restrictions on transfer imposed by virtue of applicable federal and state securities laws) (“Restricted Shares”). The Stockholders own 100% of the equity of the Company (the “Company Equity”) and Part 2.5(a) of the Company Disclosure Schedule sets forth a complete and accurate listcorrect list of (a) the issued and outstanding Company Equity, as including the name of the date hereof, of (i) the number of outstanding Options record and Warrants, (ii) beneficial owner thereof and the number of shares of Common Company Capital Stock which can be acquired upon held thereby and specifying the exercise class of such stock, and (b) all outstanding Options and Warrantsoptions to acquire Company Equity, respectivelyincluding with respect to each such option, (iii) the holder, the number of shares of Common Company Capital Stock subject thereto, the grant date, the exercise price for such option and the date on which are reserved for issuance upon such option expires. All of the outstanding Company Equity has been, and all shares which may be issued pursuant to the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of options to purchase shares of Common Company Capital Stock which or warrants exercisable into Company Capital Stock, when issued in accordance with the applicable security, will be, duly authorized, validly issued and are reserved for issuance upon fully paid and non-assessable. Other than pursuant to Section 262 of the exercise DGCL, none of outstanding Warrantsthe Stockholders are entitled to, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of no shares of Common Company Capital Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stocksubject to, the Rightsdissenter’s rights, the Optionsappraisal rights, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or any similar rights in any other obligations entitling the holders thereof to vote jurisdiction. (or which are convertible into or exercisable for securities having the right to voteb) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 on Part 2.5(a) of the Company Disclosure LetterSchedule, since March 31, 1999, the Company there are no: (i) has outstanding subscriptions, options, calls, warrants, or rights (whether or not issued currently exercisable) to purchase or acquire any shares of Common Stock the capital stock or other than upon securities of the exercise of Options and Warrants or pursuant to the Purchase Plan, Company; (ii) has granted no Options to purchase outstanding securities, instruments, or obligations that are or may become convertible into or exchangeable for any shares of Common Stock under the Stock Option Plans, capital stock or other securities of the Company; (iii) has not amended Contract under which the Purchase Plan, and Company is or may become obligated to sell or otherwise issue any shares of its capital stock or other securities; or (iv) has not split, combined condition or reclassified circumstance that may give rise to or provide a basis for the assertion of a claim by any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 Person to the effect that such Person is entitled to acquire or in Section 4.4 of the Company Disclosure Letter, there are no other receive any shares of capital stock or voting other securities of the Company, . (c) All outstanding shares of Company Capital Stock have been issued and granted in compliance with: (i) all applicable securities laws and other applicable Laws; and (ii) all requirements set forth in applicable Contracts. There are no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation preemptive rights or limited stock appreciation rights applicable to any shares of Company Capital Stock or other rights to subscribe for or purchase securities of the Company. (including rights of first refusal)d) The Company has not repurchased, agreements redeemed or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell otherwise reacquired any shares of capital stock ofor other securities, other than a repurchase of unvested shares and shares subject to repurchase rights on the termination of employment or equity interests in,consulting services. All securities so reacquired by the Company were reacquired in compliance with: (i) all applicable Laws; and (ii) all requirements set forth in applicable Contracts. (e) With respect to the Company Preferred Stock, the Company has taken all actions necessary and received all required approvals, including to obtain the approval of the Board of Directors of the Company and the approval of the holders of Company Common Stock (in each case, as and if required by applicable Law and the Organizational Documents of the Company), to file a Certificate of Validation in respect of the Company Preferred Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par valueof: (i) 1,000,000,000 Shares, of which 30,000 shares 66,754,079 Shares have been designated issued or are outstanding as Series A Junior Participating Preferred Stock of the close of business on the Reference Date; and ("ii) 50,000,000 shares of Company Preferred Stock"), none of which are issued or outstanding as of the close of business on the Reference Date. As of the date hereofclose of business on the Reference Date, (a) 7,818,087 shares there were no Shares held in the treasury of Common Stock the Company. No Subsidiary of the Company owns any Shares. All of the outstanding Shares have been duly authorized and validly issued, and are outstanding, fully paid and nonassessable and were issued in accordance with applicable Legal Requirements of the DGCL and the organizational documents of the Company. (b) 30,000 shares (i) None of Preferred Stock are the outstanding Shares is entitled or subject to Preferred Stock Purchase Rights ("Rights") under the terms of any Company Contract to, or issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasuryviolation of, and (d) no shares any preemptive right, right of capital stock repurchase or forfeiture, right of the Company are held by the Company's Subsidiaries. Section 4.4 participation, right of the Company Disclosure Letter sets forth a complete and accurate listmaintenance, as right of the date hereof, of (i) the number of outstanding Options and Warrantsfirst refusal or any similar right, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling Indebtedness of the holders thereof Company having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company have a right to vote and (iii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares other than pursuant to the Company Convertible Notes and the Indenture. The Company Common Stock constitutes the only outstanding class of securities of the Acquired Corporations registered under the Securities Act. (c) As of the close of business on the Reference Date: (i) 1,550,656 Shares are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans with a weighted average exercise price of $38.94; (ii) 3,601,406 Shares are subject to or otherwise deliverable in connection with outstanding time-vested RSUs granted and outstanding under Company Equity Plans; (iii) 835,478 Shares are subject to or otherwise deliverable in connection with outstanding performance-based RSUs under Company Equity Plans, assuming a target level of performance under performance-based awards; (iv) no more than 300,000 Shares will be issued under the Company ESPP in respect of the Current ESPP Offering Period; and (v) there was $300,000,000 aggregate principal amount of the Company Convertible Notes. The Conversion Rate (as defined in the Indenture) for the Company Convertible Notes is equal to 23.8095 shares of common stock per $1,000 of outstanding principal amount. Other than the Merger and the Transactions, there has been no event, condition or development that has resulted in an adjustment to the Conversion Rate (as defined in the Indenture) under the Company Convertible Notes. The Company has no agreements or arrangements with the holders of the Company Convertible Notes pursuant to which it is obligated to pay any matter. monetary compensation to such holders upon the consummation of the Merger and the Transactions. (d) Except for the Company Convertible Notes and as otherwise set forth in this Section 4.4 2.3 or Part 2.1(b) of the Company Disclosure LetterSchedule, since March 31as of the execution and delivery of this Agreement and, 1999except as expressly permitted by this Agreement, after the Company execution and delivery of this Agreement, there are no: (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there are no other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or other equity interest in the Company; (ii) outstanding subscriptions, options, calls, warrants or 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 any Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Corporation; or (iv) stockholder rights plans (or similar plan commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Part 2.3(e) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option and RSU (whether time vest-vested or performance based) outstanding as of the close of business on the Reference Date, as applicable: (i) the name of the recipient; (ii) the number of Shares subject to such Company Option or RSU; (iii) the exercise or purchase price of such Company Option and RSU, if applicable; (iv) the date on which such Company Option or RSU was granted; (v) the vesting schedule applicable to such Company Option or RSU; and (vi) the date on which such Company Option expires. All grants of Company Options and RSUs were validly issued and properly approved by the Company Board (or a committee thereof) in accordance with all applicable Legal Requirements and the exercise price per Share of each Company Option was not less than the fair market value of a Share on the applicable date of grant. The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options and RSUs outstanding as of the date of this Agreement, the forms of all stock option agreements evidencing such Company Options and the forms of stock unit agreements evidencing such RSUs, and any stock option agreement and/or stock unit agreement evidencing RSUs that materially deviates from the form. The Company has delivered or made available to Parent or Parent’s Representatives copies of the Company ESPP and applicable offering documents. Other than as set forth in this Section 2.3(c) and Section 2.3(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 Company. (f) All of the outstanding capital stock or other voting securities of, or ownership interests in,, each Subsidiary of the Company has been duly authorized, validly issued, is fully paid and nonassessable, was issued in accordance with applicable Legal Requirements, is not subject to or issued in violation of any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance, right of first refusal or any similar right, and is owned by the Company, directly or indirectly, beneficially and of record, free and clear of all Encumbrances and any other 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 Merger Partner consists of 30,000,000 81,022,221 shares of Merger Partner Common Stock and 5,000,000 45,977,779 shares of preferred stock, $.01 par value, of which 30,000 shares have been designated as Series A Junior Participating Preferred Stock ("Merger Partner Preferred Stock"). As of the date hereof, (a) 7,818,087 of this Agreement 12,508,902 shares of Merger Partner Common Stock are outstanding, (b) 30,000 and 39,719,447 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Merger Partner Preferred Stock are issued and outstanding, (c) 0 . All of the outstanding shares of Merger Partner Common Stock and Merger Partner Preferred Stock have been duly authorized and validly issued, and are held by the Company fully paid and non assessable. All outstanding shares of Merger Partner Common Stock and Merger Partner Preferred Stock have been issued and granted in its treasurycompliance with (i) all applicable federal and state securities laws and other applicable Legal Requirements, and (dii) no all requirements set forth in Merger Partner Constituent Documents and applicable Contracts. Part 2.3(a) of the Merger Partner Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by Merger Partner and to which any shares of capital stock of Merger Partner is subject and identifies the Company are held by the Company's SubsidiariesContract underlying such right. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company Merger Partner has no outstanding bonds, debentures, notes or authorized shares other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except than as set forth in this Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i2.3(a) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted there are no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Merger Partner’s capital stock other than the shares of Merger Partner Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except Merger Partner Preferred Stock as set forth above in this Section 4.4 2.3(a) (b) There is no: (i) outstanding subscription, option, call, warrant or in Section 4.4 of the Company Disclosure Letter, there are no other right (whether or not currently exercisable) to acquire any shares of capital stock or voting other securities of the CompanyMerger Partner; (ii) outstanding security, and no existing options, warrants, calls, subscriptions, instrument or obligation that is or may become convertible securities, and no stock appreciation rights into or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell exchangeable for any shares of capital stock ofor other securities of Merger Partner; (iii) Contract under which Merger Partner is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities of Merger Partner; or (iv) condition or circumstance that would 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 Merger Partner. Merger Partner has not issued any debt securities which grant the holder thereof any right to vote on, or equity interests in,veto, any actions by Merger Partner. (c) Except for repurchases of securities made pursuant to their terms, Merger Partner has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of Merger Partner.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par valueof: (i) 200,000,000 Shares, of which 30,000 114,785,001 Shares had been issued and were outstanding as of the close of business on February 9, 2024 (the “Capitalization Date”) and (ii) 10,000,000 shares have been designated as Series A Junior Participating Preferred Stock ("of Company Preferred Stock"). As , of which no shares were outstanding as of the date hereofCapitalization Date, (a) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate listand, as of the date hereofCapitalization Date, there were an aggregate of (i) 5,226,628 outstanding Company Warrants to purchase an aggregate of up to 5,226,628 Shares issued to public investors in the number of outstanding Options Company’s public equity offerings in November 2021, January 2023 and Warrants, (ii) September 2023. From the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant Capitalization Date to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rightsexecution of this Agreement, the Company has not issued any Shares except pursuant to the exercise of Company Options, the vesting or settlement of Company RSUs or the exercise of Company Warrants, in each case outstanding as of the Capitalization Date in accordance with their terms and, from the Capitalization Date to the execution of this Agreement, the Company has not issued any warrants to acquire Shares or any Company Options, Company RSUs or other equity or equity-based awards, in each case, other than pursuant to any offer of employment or Contract, in either case dated on or prior to the Capitalization Date. All of the outstanding equity interests of the Acquired Companies have been duly authorized and validly issued, and are fully paid and nonassessable. (b) The Company owns all of the authorized and outstanding capital stock and other equity interests of each of the Company’s Subsidiaries. The outstanding capital stock and other equity interests of the Company’s Subsidiaries owned by the Company are owned free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. The Company does not own, directly or indirectly, any capital stock or other equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or other equity interests of any other Entity. All of the Shares are held either directly or indirectly through DTC or in direct registry form through the Company Transfer Agent. (i) None of the outstanding equity interests of any Acquired Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) there are no outstanding bonds, debentures, notes or other obligations entitling indebtedness of any Acquired Company having a right to vote on any matters on which the holders thereof to vote (or which are convertible into or exercisable for securities having of the outstanding equity interests of such Acquired Company have a right to vote; and (iii) there is no Contract to which any Acquired 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 equity interests of such Acquired Company. The Shares and the stockholders Company Warrants constitute the only outstanding securities of the Company on any matterregistered under the Securities Act. Except as set forth in Section 4.4 No Subsidiary of the Company Disclosure Letter, since March 31, 1999, owns any Shares. (d) As of the Capitalization Date: 24,809,840 Shares were reserved and available for issuance pursuant to the Company Equity Plans, of which amount (i) has not issued any shares 17,190,540 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans; (ii) 461,557 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans; and (iii) 7,157,743 Shares were subject to issuance pursuant to the ungranted equity pool under the Company Equity Plans. (e) Except as described in ‎Section 3.03(a) and except for the Company Options, Company RSUs and Company Warrants outstanding as of Common Stock other than the execution and delivery of this Agreement (and Shares issuable upon the exercise of Options and Warrants or pursuant to the Purchase Planthereof), (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letterdate of this Agreement, there are no other no: (i) outstanding shares of capital stock or voting other securities of any Acquired Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, performance stock unit, stock appreciation rights, incentive award measured based on the Shares, 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 Acquired Company, in each case other than derivative securities not issued by any Acquired Company; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Company; (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Acquired Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (v) voting trusts or other Contract to which any Acquired Company is a party with respect to the voting of capital stock of any Acquired Company. (f) The Company has made available to Parent a schedule that sets forth a listing of all Persons who hold outstanding Company Options or Company RSUs as of the close of business on the Capitalization Date, indicating, with respect to each Company Option and Company RSU, the number of Shares subject thereto and, with respect to each Company Option, the per Share exercise price. Other than as set forth on such schedule, the Company Warrants and equity based awards in the ungranted equity pool under the Company Equity Plans, as of the Capitalization Date, there are no existing issued, reserved for issuance, outstanding or authorized stock options, restricted stock units, performance stock units, subscriptions, options, warrants, calls, subscriptionsrights, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal)rights, agreements or commitments which obligate incentive awards measured based on the Company or any of its Subsidiaries to issueShares, transfer or sell any shares of capital stock ofphantom stock, profit participation, or similar equity interests in,or equity based awards with respect to any Acquired Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 90,000,000 Shares, of 30,000,000 shares which 41,808,235 Shares had been issued and were outstanding as of Common Stock the close of business on September 25, 2023 (the “Capitalization Date”); and (ii) 5,000,000 shares of preferred stock, $.01 par valueCompany Preferred Stock, of which 30,000 no shares are outstanding. All of the outstanding shares of the capital stock of the Company have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereofduly authorized and validly issued, (a) 7,818,087 shares of Common Stock and are outstanding, fully paid and nonassessable. (b) 30,000 All of the outstanding shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the capital stock or ordinary shares of the Company's Rights Agreement ’s Subsidiaries have been duly authorized and no other shares validly issued, and are fully paid and nonassessable. The Company owns all of Preferred Stock are issued the authorized and outstanding, outstanding capital stock of the Company’s Subsidiaries. (c) 0 shares (i) None of Common Stock are held by the Company in its treasury, and (d) no outstanding shares of capital stock of the Company Acquired Corporations are held by the Company's Subsidiaries. Section 4.4 entitled or subject to any preemptive right, right of the Company Disclosure Letter sets forth a complete and accurate listrepurchase or forfeiture, as right of the date hereofparticipation, right of (i) the number of outstanding Options and Warrants, maintenance or any similar right; (ii) none of the number of outstanding shares of Common Stock which can be acquired upon capital stock of the exercise Acquired Corporations are subject to any right of all outstanding Options and Warrants, respectively, first refusal in favor of any Acquired Corporation; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof indebtedness of any Acquired Corporation having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired Corporations. No Acquired Corporation is under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts with respect to the voting of any Shares. (d) As of the 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, (ii) 2,028,991 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (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 matterconversions of the Convertible Notes. Except Other than as set forth in this Section 4.4 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 Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or Equity Plan pursuant to the Purchase Planwhich it was issued, (ii) has granted no Options an exercise price per Share equal to purchase shares or greater than the fair market value of Common Stock under a Share on the Stock Option Plansdate of such grant, (iii) has not amended a grant date identical to the Purchase Plan, date on which the Board of Directors or compensation committee thereof actually awarded such Company Option and (iv) has does not splittrigger any liability for the holder thereof under Section 409A of the Code. (f) There are no issued, combined reserved for issuance, outstanding or reclassified authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Subsidiary of its 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, there are no: (i) outstanding shares of capital stock. All issued and stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of Common Stock are duly authorizedthe capital stock, validly issuedrestricted stock unit, fully paidstock-based performance unit or any other right that is linked to, nonassessable and free or the value of preemptive rights. Except as set forth above which is in this Section 4.4 any way based on or in Section 4.4 derived from the value of the Company Disclosure Letter, there are no other any shares of capital stock or voting other securities of the Companyany Acquired Corporation, and no existing options, warrants, calls, subscriptions, convertible in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, and no stock appreciation rights instruments, bonds, debentures, notes or limited stock appreciation rights obligations that are or other rights (including rights of first refusal), agreements may become convertible into or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell exchangeable for any shares of the capital stock ofor other securities of any Acquired Corporation; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (h) Section 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, or equity interests in,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 evidenced by award agreements in the forms that have been provided to Parent. (i) All Convertible Notes were issued pursuant to, and all terms and conditions of the Convertible Notes are evidenced by, the Convertible Notes Indentures.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 850,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 shares have been designated as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereof, (a) 7,818,087 235,583,764 shares of Company Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are had been issued and outstandingwere outstanding as of May 6, 2019 (cthe “Capitalization Date”) 0 and of which no shares of Common Stock are held by the Company in its treasury. (b) As of the Capitalization Date: (i) 4,094,942 shares of Company Common Stock are subject to issuance pursuant to outstanding Company RSUs (assuming maximum level of performance for Company RSUs with performance-based vesting conditions); and (ii) 12,667,000 shares of Company Common Stock are reserved for future issuance pursuant to the Company Equity Plan. The Company has delivered or made available to Parent or its counsel complete and correct copies of the Company Equity Plan and the forms of restricted stock unit agreements evidencing the Company RSUs. Since the Capitalization Date until the date hereof, the Company has not (A) issued any shares of Company Common Stock (other than upon the settlement of Company RSUs outstanding as of the Capitalization Date) or (B) granted any Company RSUs or other similar awards. (c) All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, and (d) are fully paid and nonassessable and free of preemptive or anti-dilutive rights. Except for options, rights, securities, agreements, instruments, obligations and plans referred to in Section 2.3(b), as of the date of this Agreement there are no shares of capital stock or other voting securities or equity interests of the Company are held by and there is no: (i) outstanding subscription, option, call, warrant or right to acquire any shares of the capital stock or other equity securities of the Company or any Subsidiary of the Company's Subsidiaries. ; (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 equity security of the Company or any Subsidiary of the Company; or (iv) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or other equity securities. (d) Section 4.4 2.3(d) of the Company Disclosure Letter Schedule sets forth a true and complete and accurate list, as of the date hereofof this Agreement, of (i) each Subsidiary of the number Company, including its jurisdiction of outstanding Options formation and Warrants, (ii) direct or indirect ownership by the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase PlanCompany thereof. Except for the Common Stockcapital stock of, or other equity or voting interests in, its Subsidiaries as described in Section 2.3(d) of the RightsCompany Disclosure Schedule, neither the OptionsCompany nor any of its Subsidiaries owns, 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 Warrantsforegoing, 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 any Person. All of the outstanding shares of capital stock or other equity interests of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive or anti-dilutive rights, and the Purchase Rights, are wholly owned beneficially and of record by the Company has no or a Subsidiary of the Company, free and clear of any encumbrances. (e) The Company does not have outstanding any bonds, debentures, notes or other obligations entitling the holders thereof of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company . (if) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 of the Company Disclosure Letter, there There are no other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights trusts or other rights (including rights of first refusal), agreements or commitments to which obligate the Company or any of its Subsidiaries is a party with respect to issuethe voting of the Company Common Stock or any equity interest of the Company or any of its Subsidiaries. Neither the Company nor or any of its Subsidiaries has granted any preemptive rights, transfer anti-dilutive rights or sell any rights of first refusal or similar rights with respect to its outstanding shares of capital stock of, or other equity interests in,that are in effect. (g) Section 2.3(g) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, (i) the total principal amount of outstanding Indebtedness for borrowed money of the Company and its Subsidiaries and (ii) the total principal amount of outstanding capital leases of the Company and its Subsidiaries.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 20,000,000 shares of Company Common Stock (each, a “Share”), of which 7,878,332 Shares had been issued and were outstanding as of the close of business on June 22, 2023 (the “Capitalization Date”); and (ii) 5,000,000 shares of preferred stock, $.01 par valueCompany Preferred Stock, of which 30,000 no shares have had been designated issued and were outstanding as Series A Junior Participating Preferred Stock ("Preferred Stock"). As of the date hereof, (a) 7,818,087 shares close of Common Stock are outstanding, (b) 30,000 shares business on the Capitalization Date. All of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no outstanding shares of capital stock of the Company have been duly authorized and validly issued, and are fully paid and nonassessable, and not subject to any pre-emptive rights. As of the Capitalization Date, no Shares were issued and held by the Company's Subsidiaries. Section 4.4 Company in its treasury and no Shares were issued and held by any Subsidiary of the Company Disclosure Letter sets Company. (b) Except as set forth a complete and accurate listin the certificate of incorporation, as bylaws or other charter or organizational documents of the date hereofany Acquired Company, of (i) none of the number outstanding shares of outstanding Options and Warrantscapital stock of any Acquired Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the number of outstanding shares of Common Stock which can be acquired upon the exercise capital stock of all outstanding Options and Warrants, respectively, any Acquired Company are subject to any right of first refusal in favor of such Acquired Company; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof Indebtedness of any Acquired Company having a right to vote (or on any matters on which are convertible into or exercisable for securities having the stockholders of such Acquired Company have a right to vote; (iv) no Acquired Company is party to any Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of such Acquired Company; and (v) no Acquired Company is under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of such Acquired Company. The Company Common Stock constitutes the stockholders only outstanding class of securities of the Company registered under the Securities Act. (c) As of the close of business on any matter. Except as set forth the Capitalization Date: (i) 131,056 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans (all of which Company Options have a per share exercise price greater than the Merger Consideration), (ii) 45,832 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans (all of which Company RSUs are performance-vesting restricted stock units), (iii) 430,068 Shares were subject to issuance pursuant to Company Restricted Shares granted and outstanding under the Company Equity Plans (which amount is included in the 7,878,332 Shares referenced in Section 4.4 3.3(a)), (iv) 40,000 Shares were subject to issuance pursuant to Inducement Options (all of which Inducement Options have a per share exercise price greater than the Merger Consideration), (v) 33,450 Shares were subject to issuance pursuant to Inducement RSUs, and (vi) 836 Shares were subject to issuance pursuant to Company Warrants. Since the Capitalization Date and through the date hereof, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Equity Plans or pursuant to inducement grants under Nasdaq Stock Market Rule 5635(c)(4). Since the Capitalization Date and through the date hereof, no Company Warrants have been issued. (d) Section 3.3(c) of the Company Disclosure Letter, since March 31, 1999, Letter sets forth as of the Capitalization Date a list of each outstanding Company Equity Award and: (i) has not issued any the name of the holder of such Company Equity Award; (ii) the number of shares of Company Common Stock other than upon subject to such outstanding Company Equity Award; (iii) the Company Equity Plan under which such Company Equity Award was granted (or whether such Company Equity Award was granted as an inducement grant under Nasdaq Stock Market Rule 5635(c)(4)); (iv) if applicable, the exercise price, purchase price, or similar pricing of Options such Company Equity Award; (v) the date on which such Company Equity Award was granted or issued; (vi) the applicable vesting, repurchase, or other lapse of restrictions schedule, and Warrants the extent to which such Company Equity Award is vested and exercisable as of the date hereof; and (vii) with respect to Company Options, the date on which such Company Option expires. (e) Section 3.3(c) of the Company Disclosure Letter sets forth as of the date of this Agreement a list of each outstanding Company Warrant and: (i) the name of the holder of such Company Warrant; (ii) the number of shares of Company Common Stock subject to such outstanding Company Warrant; (iii) the exercise price, purchase price, or similar pricing of such Company Warrant; (iv) the date on which such Company Warrant was granted or issued; and (v) the date on which such Company Warrant expires. All shares of Company Common Stock subject to issuance under the Company Equity Plans or pursuant to a Company Warrant, upon issuance in accordance with the Purchase Planterms and conditions specified in the instruments pursuant to which they are issuable, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. non-assessable. (f) Except as set forth above in this Section 4.4 or in Section 4.4 3.3 (and except for (x) Company Warrants and Company Equity Awards that were outstanding as of the close of business on the Capitalization Date and currently remain outstanding and (y) Shares issued following the Capitalization Date upon the exercise of Company Disclosure LetterOptions, Inducement Options or Company Warrants or the vesting of Company RSUs, Inducement RSUs or Company Restricted Shares), as of the date of this Agreement, there are no other no: (i) outstanding shares of capital stock or other outstanding equity interests or voting securities of the Company; (ii) outstanding subscriptions, options, warrants or rights (whether or not currently exercisable) to acquire, or outstanding restricted stock units, stock-based performance units, stock appreciation rights, phantom stock rights, profit participation rights or other similar 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 voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible in each case other than derivative securities not issued by an Acquired Company; (iii) outstanding securities, and no stock appreciation rights instruments, bonds, debentures, notes or limited stock appreciation rights obligations that are or other rights (including rights of first refusal), agreements may become convertible into or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell exchangeable for any shares of capital stock ofor other equity interests or voting securities of the Company; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other equity interests or voting securities. (g) The Company owns beneficially and of record all of the outstanding shares of capital stock of each of its Subsidiaries, free and clear of all Encumbrances and transfer restrictions (except for (x) Permitted Encumbrances and (y) Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities laws), and (i) all such outstanding shares of capital stock have been duly authorized and validly issued, and are fully paid and nonassessable, and (ii) there are no other outstanding equity interests or voting securities of any such Subsidiary. As of the date of this Agreement, there are no outstanding (A) subscriptions, options, warrants, or rights, (B) convertible or exchangeable securities, instruments, bonds, debentures, notes or obligations or (C) Contracts, in each case, under which any Acquired Company is or may become obligated to sell or otherwise issue any shares of capital stock or other equity interests in,or voting securities of any Subsidiary of the Company. (h) Each Company Option and Inducement 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 it was issued (or, for Inducement Options, the Nasdaq Stock Market Rule 5635(c)(4)), (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 or Inducement Option, as applicable, and (iv) qualifies for the Tax and accounting treatment afforded to such Company Option or Inducement Option in the Company’s Tax Returns and the Company SEC Documents, respectively.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: (i) 19,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 9,993,120 shares have of Company Common Stock had been designated issued and were outstanding as Series A Junior Participating Preferred Stock of the date hereof ("the “Capitalization Date”) and (ii) 1,000,000 shares of Company Preferred Stock"). , of which no shares are issued or outstanding as of the Capitalization Date. (b) As of the date hereof, (a) 7,818,087 Capitalization Date 1,704,000 shares of Company Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued issuance pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the outstanding Company in its treasury, and (d) no shares of capital stock of the Company are held by the Company's SubsidiariesWarrants. Section 4.4 of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of (i) the number of outstanding Options and Warrants, (ii) the number of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, (iii) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the The exercise price of each outstanding Option and Warrant, and Company Warrant is greater than the Per Share Amount. (vic) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders All of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, (iii) has not amended the Purchase Plan, and (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are duly authorized, validly issued, fully paid, paid and nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 2.3(c)of the Company Disclosure Schedule, as of the date of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right to acquire any shares of the capital stock of the Company Disclosure Letteror any Subsidiary thereof or (ii) outstanding security, instrument or obligation of the Company or any Subsidiary thereof that is or may become convertible into or exchangeable for any shares of the capital stock of the Company or any Subsidiary thereof. (d) Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote with the stockholders of the Company or the stockholders or other equity holders of any such Subsidiary on any matter as a result of holding any such instrument. Other than the Stockholders’ Agreement, dated as of November 13, 2012, among the Company and the Persons identified as “Holders” therein (the “Company Stockholders’ Agreement”) there are no other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights trusts or other rights (including rights of first refusal), agreements or commitments understandings to which obligate the Company or any of its Subsidiaries is a party with respect to issue, transfer or sell any shares the voting of the capital stock of, or equity interests in,other Equity Interests of the Company or any of its Subsidiaries. (e) Section 2.3(e) of the Company Disclosure Schedule sets forth the outstanding principal amount of all indebtedness for borrowed money of the Company and its Subsidiaries as of the date of this Agreement. (f) Section 2.3(f) of the Company Disclosure Schedule sets forth the amount of cash payable under the Management Incentive Plan.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of 30,000,000 of: fifty million shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 47,514,658 shares have been designated issued and are outstanding as Series A Junior Participating Preferred of May 31, 2008. All of the outstanding shares of Company Common Stock ("Preferred Stock")have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date hereofof this Agreement, (a) 7,818,087 there are no shares of Company Common Stock held by any of the other Company's. As to the capital stock of the Company: (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 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. The Company's is not under any obligation, or is not 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 the date of this Agreement: (i) 1,100,000 shares of Company Common Stock are outstanding, reserved for future issuance pursuant to warrants and/or options granted and outstanding and reserved for future issuance pursuant to warrants and/or options granted and outstanding outside any other written stock option plan. (b) 30,000 Warrants to purchase shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued Company Common Stock, whether granted by the Company pursuant to the Company's Rights Agreement and no other shares of Preferred Stock are issued and outstandingstock option plans, (c) 0 shares of Common Stock are held assumed by the Company in its treasuryconnection with any merger, and (dacquisition or similar transaction or otherwise issued or granted are referred to in this Agreement as "Company Options.") no shares of capital stock of the Company are held by the Company's Subsidiaries. Section 4.4 Part 2.3(b) of the Company Disclosure Letter Schedule sets forth a complete and accurate list, the following information with respect to each Company Option outstanding as of the date hereof, of this Agreement: (i) the number of outstanding Options and Warrants, particular plan (if any)or agreement pursuant to which such Company Option was granted; (ii) the number name of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, optionee; (iii) the number of shares of Company Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, subject to such Company Option; (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding such Company Option; (v) the date on which such Company Option and Warrant, and was granted; (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrantsapplicable vesting schedule, and the Purchase Rights, 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 warrant or option plans pursuant to which the Company has ever granted stock options (other than any stock or warrant option plans pursuant to which (A) no options are presently outstanding; and (B) no options may be granted in the future), and the forms of all stock option agreements evidencing such options. (c) Company has no: (i) outstanding bondssubscription, debenturesoption, notes call or right (whether or not currently exercisable) to acquire any shares of the capital stock or other obligations entitling securities of any of the holders thereof to vote Company; (ii) outstanding security, instrument or which are obligation that is or may become convertible into or exercisable exchangeable for securities having the right to vote) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 of the Company Disclosure Letter, since March 31, 1999, the Company (i) has not issued any shares of Common Stock the capital stock or other than upon securities of any of the exercise of Options and Warrants or pursuant to the Purchase Plan, (ii) has granted no Options to purchase shares of Common Stock under the Stock Option Plans, Company; (iii) has not amended stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which any of the Purchase Plan, and Company's is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) has not split, combined condition or reclassified circumstance that may give rise to or provide a reasonable basis for the assertion of a claim by any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 Person to the effect that such Person is entitled to acquire or in Section 4.4 of the Company Disclosure Letter, there are no other receive any shares of capital stock or voting other securities of any of the Company. (d) All outstanding capital stock, options and other securities of the Company's have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in,ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. The (a) As of the date hereof, the authorized capital stock of the Company consists of 30,000,000 of: (i) 50,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par valueStock, of which 30,000 22,545,807 shares have been issued and are outstanding as of April 27, 2001; and (ii) 7,500,000 shares of Company Preferred Stock, 1,500,000 of which have been designated as Series A Junior Participating Preferred Stock, of which no shares are outstanding. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock ("Preferred Stock")have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date hereofof this Agreement, (a) 7,818,087 there are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.4(a) of the Company Disclosure Schedule: (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. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. (b) Except as set forth in Part 2.4(b) of the Company Disclosure Schedule, as of April 27, 2001: (i) 4,362,366 shares of Company Common Stock are outstanding, reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1996 Stock Plan; (bii) 30,000 71,584 shares of Preferred Company Common Stock are subject reserved for future issuance pursuant to Preferred stock options granted and outstanding under the Company's Non-Employee Directors' Stock Purchase Rights Option Plan; ("Rights"iii) 252,722 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Panvera Corporation 1993 Stock Option Plan; (iv) no shares of Company Common Stock have been granted and no shares of Company Common Stock are reserved for future issuance pursuant to the Panvera Corporation 1998 Stock Option Plan; (v) 4,354 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under Nonqualified Stock Option Agreements issued to seven (7) former employees of Quorum Sciences, Inc.; and (vi) 55,821 shares of Company Common Stock are reserved for future issuance pursuant to the Company's Rights Agreement and no other shares of Preferred Employee Stock are issued and outstandingPurchase Plan (the "Company ESPP") (collectively, the "Stock Plans"). (c) 0 shares of Common Stock are held options granted by the Company in its treasury, and (d) no shares of capital stock of the Company are held by pursuant to the Company's Subsidiaries. Section 4.4 Stock Plans and otherwise are referred to in this Agreement as "Company Options.") Part 2.4(b) of the Company Disclosure Letter Schedule sets forth a complete and accurate list, the following information with respect to each Company Option outstanding as of the date hereof, of this Agreement: (i) if applicable, the number of outstanding Options and Warrants, particular plan pursuant to which such Company Option was granted; (ii) the number name of shares of Common Stock which can be acquired upon the exercise of all outstanding Options and Warrants, respectively, optionee; (iii) the number of shares of Company Common Stock which are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, subject to such Company Option; (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding such Company Option; (v) the date on which such Company Option and Warrant, and was granted; (vi) the number extent to which such Company Option is vested and exercisable as of shares the date of Common Stock this Agreement; and (vii) the date on which are reserved for issuance such Company Option expires. The Company has made available to Parent accurate and complete copies of all stock option plans pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the which there are currently outstanding Company Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote forms of all stock option agreements evidencing such options. (or which are convertible into or exercisable for securities having the right to votec) with the stockholders of the Company on any matter. Except as set forth in Section 4.4 Parts 2.4(b) and 2.4(c) of the Company Disclosure LetterSchedule, since March 31as of the date hereof, 1999, the Company there is no: (i) has outstanding subscription, option, call, warrant or right (whether or not issued currently exercisable) to acquire any shares of Common Stock the capital stock or other than upon securities of the exercise of Options and Warrants or pursuant to the Purchase Plan, Company; (ii) has granted no Options to purchase outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of Common Stock under the Stock Option Plans, capital stock or other securities of the Company; (iii) has not amended stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which the Purchase Plan, and Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above in this Section 4.4 or in Section 4.4 to the knowledge of the Company Disclosure LetterCompany, there are no other condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or voting other securities of the Company. (d) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding warrants to purchase Company Common Stock and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights or limited stock appreciation rights or other rights (including rights of first refusal), agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any all outstanding shares of capital stock ofof each Subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, or equity interests in,and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock of the corporations identified in Part 2.1(a)(i) and (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 Encumbrances.

Capitalization, Etc. (a) The total authorized capital stock of the Company consists of 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $.01 par valueof: (i) 200,000,000 Shares, of which 30,000 83,637,234 Shares had been issued and were outstanding as of the close of business on September 12, 2019 (the “Capitalization Date”); and (ii) 10,000,000 shares have of Company Preferred Stock, of which 779,776 shares had been issued and were outstanding as of the close of business on the Capitalization Date, all of which were designated as Series A Junior Participating Class A-1 Convertible Preferred Stock ("the “Class A-1 Convertible Preferred Stock"). As of the date hereof, (a”) 7,818,087 shares of Common Stock are outstanding, (b) 30,000 shares of Preferred Stock are subject to Preferred Stock Purchase Rights ("Rights") issued pursuant to the Company's Certificate of Designation of Preferences, Rights Agreement and no Limitations as filed with the Secretary of State of the State of Delaware on January 7, 2018 (the “Certificate of Designation”). The total authorized capital stock and ordinary shares, together with all issued and outstanding shares thereof, of the other Acquired Corporations are set forth on Section 3.3(a) of the Company Disclosure Schedule, which shares constitute all of the outstanding capital stock, ordinary shares, other equity interests or other securities of the other Acquired Corporations. All of the outstanding shares of Preferred Stock are issued and outstanding, (c) 0 shares of Common Stock are held by the Company in its treasury, and (d) no shares of capital stock of the Company are held by and the Company's Subsidiaries. Section 4.4 outstanding shares of capital stock or ordinary shares of the Company Disclosure Letter sets forth a complete other Acquired Corporations have been duly authorized and accurate list, as of the date hereof, of validly issued and are fully paid and nonassessable. (i) None of the number outstanding shares of outstanding Options and Warrantscapital stock or ordinary shares 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 number of outstanding shares of Common Stock which can be acquired upon capital stock or ordinary shares of the exercise Acquired Corporations are subject to any right of all outstanding Options and Warrants, respectively, first refusal in favor of any Acquired Corporation; (iii) the number of shares of Common Stock which there are reserved for issuance upon the exercise of outstanding Options and the number of shares which are reserved for future grants under the Stock Option Plans, (iv) the number of shares of Common Stock which are reserved for issuance upon the exercise of outstanding Warrants, and (v) the exercise price of each outstanding Option and Warrant, and (vi) the number of shares of Common Stock which are reserved for issuance pursuant to the Purchase Plan. Except for the Common Stock, the Rights, the Options, the Warrants, and the Purchase Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof indebtedness of any Acquired Corporation having a right to vote (or on any matters on which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on Acquired Corporations have a right to vote; and (iv) neither any matter. Except as set forth in Section 4.4 Acquired Corporation nor, to the knowledge of the Company Disclosure LetterCompany, since March 31any other Person, 1999is party to a Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging, transferring or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock or ordinary shares of the Company Acquired Corporations. No Acquired Corporation is under any obligation, or bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or ordinary shares of the Acquired Corporations or to make any future investment in or capital contribution to any Person. The Shares constitute the only outstanding class of securities of any Acquired Corporation registered under the Securities Act. (c) As of the close of business on the Capitalization Date: (i) has not issued any shares of Common Stock other than upon the exercise of Options and Warrants or 12,277,758 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Purchase Company Equity Plan, (ii) has 1,292,995 Shares were subject to issuance pursuant to Company RSUs and Company PSUs granted no Options to purchase shares of Common Stock and outstanding under the Stock Option PlansCompany Equity Plan, (iii) has not amended 2,843,683 Shares were reserved for future issuance under Company Equity Plan, (iv) 2,293,113 Table of Contents Shares were reserved for future issuance under the Purchase PlanCompany ESPP, (v) 19,166,648 Shares were reserved for future issuance upon conversion of the Convertible Senior Notes, and (ivvi) has not split8,547,760 Shares were reserved for future issuance upon conversion of the Class A-1 Convertible Preferred Stock (including any shares of Class A-1 Convertible Preferred Stock issuable pursuant to the Company Warrant). As of the close of business on the Capitalization Date, combined the weighted average exercise price of the Company Options outstanding as of that date was $17.07, the “Conversion Ratio” of the Class A-1 Convertible Preferred Stock, as defined in the Certificate of Designation, was 10:1 and the exercise price per share of Class A-1 Convertible Preferred Stock of the Company Warrant was $137.88. As of the close of business on the Capitalization Date, assuming that the Closing had taken place on such date (and for hypothetical purposes assuming that the trading price of the Shares during the five (5) trading days prior to the Closing is equal to the Closing Amount), the “Conversion Rate” of the Convertible Senior Notes, as defined in the Convertible Senior Notes Indenture, would have been 60.4666, and as of the date of this Agreement, the aggregate outstanding principal amount of the Convertible Senior Notes is $287,500,000. Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or reclassified authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Acquired Corporation. All of the Shares that may be issued pursuant to any of its shares of capital stock. All the Company Options, the Company RSUs, the Company PSUs, the Company Equity Plans, the Company ESPP, the Company Warrant, the Preferred Stock Purchase Agreement or the Convertible Senior Notes will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and outstanding shares of Common Stock are duly authorizedare, validly or will be when issued, fully paid, nonassessable and free of preemptive rights. Except The Company has made available to Parent true, accurate and complete copies of each of the Company Warrant, the Company ESPP, the Company Equity Plans and the forms of stock option, restricted stock unit and performance stock unit agreements evidencing any awards under the Company Equity Plans, and in respect of the foregoing forms, other than differences with respect to the number of Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option or restricted stock unit agreement contains material terms that are not consistent with, or are in addition to, such forms. The Company has the requisite authority under the terms of the applicable Company Equity Plan, the applicable award agreements, the Certificate of Designation, the Preferred Stock Purchase Agreement and any other applicable Contract to take the actions contemplated by Sections 2.8, 2.9 and 2.10, and the treatment of the Class A-1 Convertible Preferred Stock, Company Options, Company PSUs, Company RSUs and the Company Warrant contemplated by Sections 2.8, 2.9 and 2.10, respectively, shall, as set forth above of the Offer Acceptance Time and the Effective Time, as applicable, be binding on the holders of Company equity awards, the Class A-1 Convertible Preferred Stock and the Company Warrant purported to be covered thereby. From close of business on the Capitalization Date to the execution of this Agreement, the Company has not issued any Shares except pursuant to the exercise of the purchase rights under the Company ESPP, the exercise of Company Options or the settlement of Company RSUs or Company PSUs outstanding as of the Capitalization Date in this accordance with their terms. (d) Section 4.4 or in Section 4.4 3.3(d) of the Company Disclosure LetterSchedule sets forth, there as of the close of business on the Capitalization Date, each outstanding Company Option, Company RSU and Company PSU and to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Shares issuable thereunder, (iii) the expiration date, (iv) the exercise price relating thereto, (v) Table of Contents the grant date, (vi) the amount vested and outstanding and the amount unvested and outstanding, (vii) the Company Equity Plan pursuant to which the award was made, (viii) whether such award is subject to Section 409A of the Code and (ix) for any Company Options, whether such Company Option is an incentive stock option (within the meaning of Section 422 of the Code). 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 by all necessary corporate action, including, as applicable, approval by the Board of Directors (or a duly constituted and authorized committee thereof or other authorized designee) and any required stockholder approval by the necessary number of votes or written consents. The Company does not have any liability in respect of any Company Option that was granted with a per share exercise price that was less than the fair market value of a share of Company Common Stock on the applicable Company Option grant date, and the Company has not granted any Company Options that are no other subject to the provisions of Section 409A of the Code. (e) Except (w) as set forth in Sections 3.3(a) through (d), (x) for the obligation to issue the Company Warrant and pursuant to the terms of the Company Warrant, (y) for the Class A-1 Convertible Preferred Stock outstanding as of the date of this Agreement or issuable upon exercise of the Company Warrant (and shares of capital stock issuable as a result of accrued dividends or voting upon the conversion or the exercise thereof, as applicable) and (z) for the Convertible Senior Notes, Company Warrant, Company Options, Company RSUs and Company PSUs outstanding as of the date of this Agreement, there are no: (i) outstanding shares of capital stock of, ordinary shares of, other equity interests in or other securities of the Companyany Acquired Corporation; (ii) outstanding subscriptions, and no existing options, warrants, calls, subscriptions, convertible securities, and no stock appreciation rights warrants or limited stock appreciation rights or other rights (including rights whether or not currently exercisable) to acquire any shares of first refusal)the capital stock, agreements or commitments which obligate the Company restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of its Subsidiaries to issue, transfer which is in any way based on or sell derived from the value of any shares of capital stock of, or ordinary shares of, other equity interests in,in or other securities of any Acquired Corporation, in each case other than derivative securities not issued by an Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of capital stock of, ordinary shares of, other equity interests in or other securities of any Acquired Corporation; (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock ordinary shares, other equity interests or other securities; or (v) Contracts with any Person to which any Acquired Corporation is a party (1) restricting the transfer or otherwise imposing an Encumbrance on any shares of capital stock of, ordinary shares of, other equity interests in or other securities of any Acquired Corporation or (2) affecting the voting rights of any shares of capital stock of, ordinary shares of, other equity interests in or other securities of any Acquired Corporation (including stockholder agreements, voting trusts or similar agreements). (f) All dividends or distributions on any capital stock of, ordinary shares of, other equity interests in or other securities of any Acquired Corporation that have been declared or authorized have been paid in full (or, in the case of the Class A-1 Convertible Preferred Stock, paid in kind in accordance with the Certificate of Designation).