Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the authorized capital stock of the Company consisted of 32,500,000 shares of Company Common Stock, of which 20,788,385 shares were issued and outstanding (including 85,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stock, par value $0.001 per share, of the Company, of which no shares were issued or outstanding. As of the Capitalization Date: (i) no shares of Company Common Stock were held in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plans. All of the outstanding shares 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 Company Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none of the outstanding shares of Company Common Stock are entitled or subject to any preemptive right, right of participation or any similar right or subject to any right of first refusal in favor of the Company; (B) 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; and (C) 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. From April 20, 2015 through the Agreement Date, each inclusive, the Company has not issued any shares of Company Common Stock except pursuant to the exercise of Company Options outstanding as of the Capitalization Date and the vesting of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization Date. (b) Part 3.4(b) of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including with respect to each such option or award: (i) the name of the holder thereof; (ii) the number of shares of Company Common Stock subject to such option or other award; (iii) the grant or issuance date; (iv) any applicable vesting schedule; and (v) with respect to each Company Option, (A) the exercise price and (B) the expiration date. (c) Except as set forth in Parts 3.4(a) or 3.4(b) of the Disclosure Schedule, as of the Agreement Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (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 Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) of the Disclosure Schedule have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 30,000,000 shares of Company Common Stock, of which 20,788,385 shares were issued and outstanding (including 85,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stock, $.001 par value $0.001 per share, of which 5,788,642 shares have been issued and are outstanding as of the Companydate of this Agreement; and (ii) 5,000,000 shares of Preferred Stock, $.001 par value per share, of which no 1,428,572 shares were have been issued or and are outstanding. As of the Capitalization Date: (i) no shares of Company Common Stock were held in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plans. All of the outstanding shares of Company Common Stock and Company Preferred 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 Except as set forth in Schedule 2.3(a) of the Company Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (Ai) none of the outstanding shares of Company Common Stock are or Company Preferred Stock is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right right; (ii) none of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company; and (Biii) 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 or Company Preferred Stock; and (C) the . 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 or Company Preferred Stock. From April 20, 2015 through The Company is the Agreement Date, sole owner of each inclusive, outstanding share of capital stock and/or other equity interests in each Company Subsidiary. The exercise prices of all of the Company has not issued any Warrants exceed the Signing Date Closing Price. (b) As of the date of this Agreement: 1,191,489 shares of Company Common Stock except are subject to issuance pursuant to outstanding options to purchase shares of Company Common Stock. (Stock options granted by the Company pursuant to the exercise Company's stock option plans and otherwise are referred to in this Agreement as "Company Options."). The Company has made available to Parent (A) accurate and complete copies of all stock option plans pursuant to which the Company Options has ever granted stock options, and the forms of all stock option agreements evidencing such options and (B) a list detailing (i) each Company Option outstanding as of the Capitalization Date and date of this Agreement; (ii) the vesting of Other particular plan (if any) pursuant to which such Company Equity Awards under the Option Plans outstanding as of the Capitalization Date. was granted; (b) Part 3.4(b) of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including with respect to each such option or award: (iiii) the name of the holder thereofoptionee; (iiiv) the number of shares of Company Common Stock subject to such option or other awardCompany Option; (iii) the grant or issuance date; (iv) any applicable vesting schedule; and (v) with respect to each Company Option, (A) the exercise price of such Company Option; (vi) the date on which such Company Option was granted; (vii) the applicable vesting schedules, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (Bvii) the expiration datedate on which such Company Option expires. As of the date of this Agreement, 585,818 shares of Company Common Stock are reserved for future issuance pursuant to the Company's 1997 Employee Stock Purchase Plan (the "ESPP"). (c) Except as set forth in Parts 3.4(a) or 3.4(bSchedule 2.3(c) of the Company Disclosure Schedule, as of the Agreement Date, there is no: (i) outstanding subscription, optionoption (other than Company Options described under Section 2.3(b)), call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the CompanyCompany or any Company Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyCompany or any Company Subsidiary; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “"poison pill”") or Company Contract under which the Company or any Company Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any Company Subsidiary. (d) All outstanding shares of Company Common Stock, Stock and all outstanding shares of Company Options and other securities of the Company Preferred Stock have been issued and granted in compliance with: with (i) all applicable securities Laws laws and other applicable Laws; Legal Requirements, and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) of the Disclosure Schedule have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 shares of Company Common Stock, of which 20,788,385 shares were issued and outstanding (including 85,000 consists of: 10,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 2,000,000 shares of preferred stock, par value $0.001 per share, of the Company, of which no shares were issued or outstandingCompany Preferred Stock. As of the Capitalization Date: (i) no June 18, 2001, 2,748,957 shares of Company Common Stock were held in the treasury have been issued and are outstanding and no shares of the Company; (ii) 1,674,902 Company Preferred Stock have been issued and are outstanding. The Company has designated up to 10,000 shares of Company Common its Preferred Stock were subject to for issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plansits Rights Agreement. 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 Company Company's Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none None of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right or subject to any right of first refusal in favor of the Company; (B) . There is no Contract to which the Company is a party and, to the Company's knowledge, there is no Company Contract between other Persons, 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; and (C) . None of the Company Acquired Corporations is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20. (b) As of June 18, 2015 through the Agreement Date, each inclusive, the Company has not issued any 2001: (i) 48,500 shares of Company Common Stock except are reserved for issuance pursuant to stock options under the Company 1985 Stock Option Plan, as amended, all of which have been granted and are outstanding; (ii) 453,665 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company 1995 Stock Option Plan, of which options to acquire 394,185 shares of Company Common Stock are outstanding; and (iii) 147,645 shares of Company Common Stock remain available for purchase pursuant to the exercise of Company Options outstanding Employee Stock Purchase Plan and the Employee Stock Purchase Plan Offering, both effective as of July 1, 1997 (collectively referred to herein as the Capitalization Date and "COMPANY ESPP"). (Stock options granted by the vesting of Other Company Equity Awards under pursuant to the Company Stock Option Plans outstanding Plans, as well as any stock options granted outside of the Capitalization DateCompany Stock Option Plans, are referred to collectively herein as "COMPANY OPTIONS. (b") Part 3.4(b2.3(b) of the Company Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including following information with respect to each such option or awardCompany Option outstanding as of June 18, 2001: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the holder thereofoptionee; (iiiii) the number of shares of Company Common Stock subject to such option or other award; (iii) the grant or issuance dateCompany Option; (iv) any applicable vesting schedulethe exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (vvii) with respect to each the vesting schedule of such Company Option. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted Company Options, (A) and the exercise price and (B) the expiration dateforms of all stock option agreements evidencing such options. (c) Except as set forth in Parts 3.4(aSection 2.3(a) or 3.4(b(b) of the Disclosure Schedule, as of the Agreement Dateabove, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”"POISON PILL") or Company Contract under which any of the Company is Acquired Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations (items (i) through (iv) above, collectively, "COMPANY STOCK RIGHTS"). (d) All outstanding shares of Company Common Stock, all outstanding Company Options and other securities all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with: with (i) all applicable securities Laws laws and other applicable Laws; Legal Requirements, and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the outstanding shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) each of the Disclosure Schedule Company's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rightsand, and except for directors' qualifying shares, are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of 32,500,000 shares of Company Common Stock, of which 20,788,385 shares were issued and outstanding (including 85,000 55,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 5,000,000 shares of preferred stock, par value $0.001 per share, Company Preferred Stock. The Company has not authorized any other class of capital stock other than the Company, of which no shares were issued or outstandingCompany Common Stock and the Company Preferred Stock. As of the Capitalization Date: (i) no October 21, 2003, 26,774,480 shares of Company Common Stock were held in the treasury have been issued and are outstanding and no shares of the Company; (ii) 1,674,902 Company Preferred Stock have been issued and are outstanding. No shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under are held in the Option Plans (stock options granted Company’s treasury or held by any of the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option PlansCompany’s Subsidiaries. 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 Company Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none None of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right or subject to any right of first refusal in favor of the Company; (B) . There is no Contract to which the Company is a party and, to the Company’s knowledge, there is no Company Contract between other Persons, 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)of, any shares of Company Common Stock; and (C) Stock other than the Company Voting Agreements. None of the Acquired Corporations is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20. (b) As of October 21, 2015 through the Agreement Date, each inclusive, the Company has not issued any 2003: (i) 600,000 shares of Company Common Stock except are reserved for issuance pursuant to stock options under the 2003 Stock Option Plan, of which options to acquire 120,000 shares of Company Common Stock are outstanding; (ii) 3,500,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the 2001 Nonstatutory Stock Option Plan, of which options to acquire 2,332,027 shares of Company Common Stock are outstanding; (iii) 1,500,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the 2000 Stock Option Plan, of which options to acquire 1,405,993 shares of Company Common Stock are outstanding; and (iv) 9,100,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Restated 1990 Stock Option Plan, of which options to acquire 2,052,605 shares of Company Common Stock are outstanding. Stock options granted by the Company pursuant to the exercise of Company Options outstanding Stock Option Plans, as well as any stock options granted by Company outside of the Capitalization Date and the vesting of Other Company Equity Awards under the Stock Option Plans outstanding Plans, are referred to collectively herein as of the Capitalization Date“Company Options. (b) Part 3.4(b” Schedule 2.3(b) of the Company Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including following information with respect to each such option or awardCompany Option outstanding as of October 21, 2003: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the holder thereofoptionee; (iiiii) the number of shares of Company Common Stock subject to such option or other award; (iii) Company Option and the grant or issuance datenumber of such shares that have been exercised; (iv) the current exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the extent to which such Company Option is vested and exercisable as of the date of this Agreement; (vii) the vesting schedule of such Company Option including any applicable acceleration of vesting scheduleupon a change in control of the Company; (viii) the expiration date of the Company Option; and (v) with respect to each Company Option, (Aix) the exercise price period of time following termination of employment during which the Company Option may be exercised if not expired. The Company has delivered or made available to Parent accurate and (B) complete copies of all stock option plans pursuant to which the expiration dateCompany has granted Company Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Company Options through amendments, cancellation and reissuance or other means during the current or prior two calendar years. None of the Company Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement. (c) Except as set forth in Parts 3.4(aSection 2.3(a) or 3.4(bSection 2.3(b) of the Disclosure Schedule, as of the Agreement Dateabove, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”); or (iv) or Company Contract under which any of the Company is Acquired Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiessecurities (“Company Rights Agreements”) (items (i) through (iv) above, collectively, “Company Stock Rights”). (d) All outstanding shares of Company Common Stock, all outstanding Company Options and other securities all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with: in all material respects with (i) all applicable securities Laws laws and other applicable Laws; Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Company Contracts. No Common Stock, granting of Company Option was issued with an exercise price less than fair market value on Options and/or the date issuance of grant. (e) All of the shares of capital stock of the any Company Subsidiaries identified as being held by the Company in Part 3.1(c) Subsidiary. All of the Disclosure Schedule outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free and, except as required by Legal Requirements applicable to each of preemptive rightsthe Acquired Corporations which is formed or incorporated under the laws of a foreign jurisdiction, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, . Schedule 2.3(d) sets forth all entities (other than restrictions on transfer imposed by applicable securities LawsSubsidiaries) in which any of the Acquired Corporations has any ownership interest and the amount of such interest.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 50,000,000 shares of Company Common Stock, of which 20,788,385 23,001,126 shares were have been issued and are outstanding as of the date of this Agreement; and (including 85,000 ii) 5,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stock, par value $0.001 per share, of the CompanyPreferred Stock, of which no shares were issued or are outstanding. As Except as set forth in Part 3.3(a) of the Capitalization Date: (i) no Company Disclosure Schedule, the Company does not hold any shares of Company Common Stock were held its capital stock in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plansits 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 Except as set forth in Part 3.3(a) of the Company Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (Ai) none of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right or 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 (Biii) 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; and (C) the . The Company is not under any obligation or obligation, nor is it bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20. (b) As of the date of this Agreement: (i) 500,000 shares of Company Preferred Stock, 2015 through designated Series A Junior Participating Preferred Stock, are reserved for future issuance upon exercise of the Agreement Date, each inclusive, rights (the Company has not "COMPANY RIGHTS") issued any pursuant to the Rights Agreement; and (ii) 3,711,751 shares of Company Common Stock except are reserved for future issuance pursuant to stock options granted and outstanding under the exercise Company's 2000 Equity Incentive Plan (options to purchase shares of Company Options Common Stock are referred to in this Agreement as "COMPANY OPTIONS"); and (iii) 52,534 shares of Company Common Stock are reserved for future issuance pursuant to outstanding warrants (the "COMPANY WARRANTS"). Part 3.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option and Company Warrant outstanding as of the Capitalization Date and the vesting date of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization Date. (b) Part 3.4(b) of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including with respect to each such option or awardthis Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the holder thereofoptionee or warrantholder; (iiiii) the number of shares of Company Common Stock subject to such option Company Option or other award; (iii) the grant or issuance dateCompany Warrant; (iv) any the exercise price of such Company Option or Company Warrant; (v) the date on which such Company Option or Company Warrant was granted; (vi) the applicable vesting schedule, and the extent to which such Company Option or Company Warrant is vested and exercisable as of the date of this Agreement; and (v) with respect to each Company Option, (Avii) the exercise price and (B) the expiration datedate on which such Company Option or Company Warrant expires. (c) Except as set forth in Parts 3.4(a) or 3.4(bPart 3.3(c) of the Company Disclosure Schedule, as of the Agreement Date, Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “"poison pill”") or Company Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. (d) All outstanding shares of Company Common Stockcapital stock, Company Options options and other securities of the Company have been issued and granted in compliance with: with (i) all applicable securities Laws laws and other applicable Laws; Legal Requirements, and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the outstanding shares of capital stock of the Company Subsidiaries corporations, if any, identified as being held by the Company in Part 3.1(c3.1(a) of the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 100,000,000 shares of Company Common Stock, of which 20,788,385 42,243,979 shares were issued and outstanding as of the date of this Agreement; and (including 85,000 ii) 17,801,205 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stockPreferred Stock, $0.001 par value $0.001 per share, of the Companyshare (“Preferred Stock”), of which no shares 12,801,205 are designated Company Series A Preferred Stock, none of which were issued or outstanding. As and are outstanding as of the Capitalization Date: (i) date of this Agreement. Other than the outstanding Company Series A Preferred Stock specified in the preceding sentence, there are no shares of Company Common Preferred Stock were held in the treasury outstanding as of the Company; (ii) 1,674,902 shares date of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plansthis Agreement. All of the outstanding shares of Company Common Stock and Series A Preferred Stock, if any, have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in Part 2.3(a)(i) of the Disclosure Letter, the Company does not hold any shares of its capital stock in its treasury. There are no shares of Company Common Stock or Company Series A Preferred Stock held by any of the Company Subsidiariesother Acquired Corporations. Except as described set forth in Part 3.4(a2.3(a)(ii) of the Disclosure Schedule, as of the Agreement DateLetter: (Ai) none of the outstanding shares of Company Common Stock are or Company Series A Preferred Stock is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right right; (ii) none of the outstanding shares of Company Common Stock or Company Series A Preferred Stock is subject to any right of first refusal in favor of the Company; and (Biii) 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 or Company Series A Preferred Stock; and (C) . None of the Company Acquired Corporations is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or Company Series A Preferred Stock. From April 20, 2015 through Part 2.3(a)(iii) of the Agreement Date, each inclusive, Disclosure Letter accurately and completely describes all repurchase rights held by the Company has not issued any with respect to shares of Company Common Stock except pursuant to the exercise or Company Series A Preferred Stock, and specifies which of Company Options outstanding as of the Capitalization Date and the vesting of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization Datethose repurchase rights are currently exercisable. (b) As of the date of this Agreement: (i) no shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 1995 Stock Option Plan (the “1995 Plan”) and no shares of Company Common Stock are reserved for future issuance pursuant to stock options not yet granted under the 1995 Plan; (ii) 200,353 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 1997 Stock Option Plan (the “1997 Plan”) and 1,938,790 shares of Company Common Stock are reserved for future issuance pursuant to stock options not yet granted under the 1997 Plan; (iii) 8,876,716 shares of Company Common Stock are subject to issuance pursuant to stock awards granted and outstanding under the Company’s 1999 Equity Incentive Plan (the “1999 Plan”) and 991,259 shares of Company Common Stock are reserved for future issuance pursuant to stock awards not yet granted under the 1999 Plan (the 1995 Plan, the 1997 Plan and the 1999 Plan are hereinafter collectively referred to as the “Option Plans”); (iv) 76,088 shares of Company Common Stock are subject to Purchase under the Company’s 1999 Employee Stock Purchase Plan (the “Purchase Plan”) and 155,346 shares of Company Common Stock are reserved for future issuance pursuant to purchase rights not yet granted under the Purchase Plan. Options to purchase shares of Company Common Stock (whether granted by the Company pursuant to the Option Plans, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as “Company Options.” Part 3.4(b2.3(b) of the Disclosure Schedule Letter sets forth a correct and complete list of all the following information with respect to each Company Options and Other Company Equity Awards Option outstanding as of the Capitalization Date, including with respect to each such option or awarddate of this Agreement: (iA) the particular Option Plan (if any) pursuant to which such Company Option was granted; (B) the name of the holder thereofoptionee; (iiC) the number of shares of Company Common Stock subject to such option or other awardCompany Option; (iiiD) the grant or issuance dateexercise price of such Company Option; (ivE) any the date on which such Company Option was granted; (F) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; (G) the date on which such Company Option expires; and (vH) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which any of the Acquired Corporations has ever granted stock options, and the forms of all stock option agreements evidencing such options. (c) As of the date of this Agreement, 1,506,204 shares of Company Series A Preferred Stock are subject to issuance pursuant to outstanding warrants. Part 2.3(c) of the Disclosure Letter sets forth the following information with respect to each Company Option, such warrant: (A) the exercise price and name of the holder of such warrant; (B) the expiration datenumber of shares of Company Series A Preferred Stock subject to such warrant and the number of shares of Company Common Stock issuable upon conversion of such shares of Company Series A Preferred Stock; (C) the exercise price of such warrant; (D) the date on which such warrant was issued; and (E) the date on which such warrant expires. At the Effective Time, each outstanding warrant to purchase shares of capital stock of the Company shall be automatically cancelled and shall cease to exist. (cd) Except as set forth in Parts 3.4(aPart 2.3(b) or 3.4(bPart 2.3(c) of the Disclosure ScheduleLetter, as of the Agreement Datedate of this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (de) All outstanding shares of Company Common Stock, Company Options options, warrants and other securities of the Company Acquired Corporations have been issued and granted in compliance with: (i) all applicable securities Laws laws and other applicable LawsLegal Requirements; and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (ef) All of the outstanding shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) each of the Disclosure Schedule Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of 32,500,000 40,000,000 shares of Company Common Stock, of which, as of March 31, 2000, 10,482,963 shares (which 20,788,385 shares were amount does not materially differ from the amount issued and outstanding (including 85,000 as of the date of this Agreement) have been issued and are outstanding. The Company does not have any shares of preferred stock authorized. As of March 31, 2000, there were 88,363 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stock, par value $0.001 per share, of the Company, of which no shares were issued or outstanding. As of the Capitalization Date: (i) no shares of Company Common Stock were held in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company available for purchase pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Company's Employee Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option PlansPurchase Plan. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are As of March 31, 2000, there were no shares of Company Common Stock held in treasury by the Company and no shares of stock held in treasury by any of the Company Subsidiariesother Acquired Companies. Except as described set forth in Part 3.4(a2.3(a)(ii) of the Company Disclosure ScheduleLetter, as of the Agreement Date: (Ai) none of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right of participation or any similar right or 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 (Biii) 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 of Company Common Stock; and . Upon consummation of the Merger, (CA) the shares of Parent Common Stock issued in exchange for any shares of Company is not under any obligation or bound by any Common Stock that are subject to a Contract pursuant to which it may become obligated the Company has the right to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20, 2015 through the Agreement Date, each inclusive, the Company has not issued reacquire any shares of Company Common Stock except pursuant to the exercise of Company Options outstanding as of the Capitalization Date and the vesting of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization Date. (b) Part 3.4(b) of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including with respect to each such option or award: (i) the name of the holder thereof; (ii) the number of shares of Company Common Stock subject to such option or other award; (iii) the grant or issuance date; (iv) any applicable vesting schedule; and (v) with respect to each Company Option, (A) the exercise price and (B) the expiration date. (c) Except as set forth in Parts 3.4(a) or 3.4(b) of the Disclosure Schedule, as of the Agreement Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (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 Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) of the Disclosure Schedule have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.will,

Capitalization, Etc. (a) As of April 19August 10, 2015 (the “Capitalization Date”)2007, the authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 200,000,000 shares of Company Common Stock, of which 20,788,385 52,368,714 shares were have been issued and outstanding were outstanding; and (including 85,000 ii) 5,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stock, par value $0.001 per share, of the CompanyPreferred Stock, of which no shares were have been issued or were outstanding. As The Company holds 100,000 shares of its capital stock in its treasury as of the Capitalization Date: (i) no shares date of Company Common Stock were held in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plansthis Agreement. 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 Part 2.3(a) of the Company Disclosure Schedule specifies the number of shares of Company Common Stock held by any that are subject to issuance pursuant to Company Options, Company RSAs, and Company PSAs outstanding as of August 10, 2007 under each of the Company SubsidiariesOption Plans. Except as described in Part 3.4(a) As of the Disclosure ScheduleAugust 10, as of the Agreement Date2007: (A) 709,359 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s 2000 Employee Stock Purchase Plan (the “Company ESPP”); and (B) 1,699,290 shares of Company Common Stock were reserved for future issuance pursuant to stock awards not yet granted under the Company Option Plans. (b) (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 are entitled or subject to any preemptive right, right of participation or any similar right or is subject to any right of first refusal in favor of the Company; and (BC) 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; and (C) . None of the Company Acquired Corporations is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20Stock or other securities, 2015 through except for the Agreement Date, each inclusive, the Company has not issued any Company’s right to repurchase or reacquire restricted shares of Company Common Stock except pursuant to the exercise of Company Options outstanding as held by an employee of the Capitalization Date and the vesting Company upon termination of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization Datesuch employee’s employment. (bc) Part 3.4(b2.3(c) of the Company Disclosure Schedule accurately sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including following information with respect to each such option or awardoutstanding Company Option, Company RSA and Company PSA as of August 10, 2007: (iA) the name particular Company Option Plan (if any) pursuant to which such award was granted; (B) an employee number representing the award holder and, for those award holders whose principal work location is outside of the United States, the country in which the award holder thereofworks; (iiC) the number of shares of Company Common Stock subject to such option or other award; (iiiD) the grant or issuance dateexercise price of the Company Option and the purchase price of the Company RSA and, if applicable, the Company PSA; (ivE) any the date on which such award was granted; (F) the applicable vesting schedule; and (vG) with respect if applicable, the extent to each Company Option, (A) the exercise price and (B) the expiration date. (c) Except as set forth in Parts 3.4(a) or 3.4(b) of the Disclosure Schedule, as of the Agreement Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which the Company Option is vested and exercisable; (H) if applicable, the date on which the Company Option and Company RSA expires; (I) the type of award, including whether a Company Option is intended to be an “incentive stock option” (as defined in the Code) or may become obligated to sell a non-qualified stock option and (J) whether the vesting of such award would be accelerated, in whole or otherwise issue any shares in part, as a result of its capital stock the Mergers or any other securities. (d) All outstanding shares of Company Common Stock, Company Options and other securities of the other Contemplated Transactions, alone or in combination with any termination of employment or other event. The Company have been issued has Made Available to Parent accurate and granted in compliance withcomplete copies of: (iI) all applicable securities Laws and other applicable Laws; and (ii) all requirements set forth in applicable Company Contracts. No each Company Option was issued with an exercise price less than fair market value on the date of grant. Plan; (eII) All each other stock plan pursuant to which any of the shares of capital Acquired Corporations has ever granted stock of awards to the Company Subsidiaries identified as being held by the Company in Part 3.1(cextent that any stock awards remain outstanding thereunder; (III) of the Disclosure Schedule have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.each stock plan

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 100,000,000 shares of Company Common Stock, of which 20,788,385 49,263,927 shares were have been issued and are outstanding as of the date of this Agreement; and (including 85,000 ii) 10,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stock, par value $0.001 per share, of the CompanyPreferred Stock, of which no shares were have been issued or are outstanding. As of the Capitalization Date: (i) no The Company does not hold any shares of Company Common Stock were held its capital stock in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plansits 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 Company Subsidiaries. Except as described set forth in Part 3.4(a3.3(a)(ii) of the Disclosure Schedule, as of the Agreement Date: (A) none of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right or 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 (BC) 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; and (C) the . The Company is not under any obligation or obligation, nor is the Company bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockStock or other securities. From April 20, 2015 through Part 3.3(a)(iii) of the Agreement Date, each inclusive, Disclosure Schedule describes all repurchase rights held by the Company has not issued any with respect to shares of Company Common Stock except (including shares issued pursuant to the exercise of Company Options outstanding as of the Capitalization Date and the vesting of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization Datestock options). (b) As of the date of this Agreement: (i) 8,342,626 shares of Company Common Stock are subject to issuance pursuant to Company Options; and (ii) 7,800,489 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Company Equity Plans. Part 3.4(b3.3(b) of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including with respect to each such option or awardCompany Option outstanding as of December 17, 2010, the following information: (iA) the particular plan pursuant to which such Company Option was granted; (B) the name of the holder thereofof such Company Option; (iiC) the number of shares of Company Common Stock subject to such Company Option; (D) the per share exercise price of such Company Option; (E) the date on which such Company Option was granted; (F) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable; (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 Company Options may be, or have been, granted by the Company, and the forms of all stock option agreements evidencing such Company Options. No Company Option has been granted to any Person since December 17, 2010, until the date of this Agreement. 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 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 awardthan as set forth in Part 3.3(b) and (c) of the Disclosure Schedule. No shares of Company Restricted Stock are outstanding. (c) As of the date of this Agreement, 246,916 shares of Company Common Stock are subject to issuance pursuant to Company Restricted Stock Units. Part 3.3(c) of the Disclosure Schedule sets forth with respect to each Company Restricted Stock Unit outstanding as of December 17, 2010, the following information: (i) the particular plan pursuant to which such Company Restricted Stock Unit was granted; (ii) the name of the holder of such Company Restricted Stock Unit; (iii) the grant or issuance datenumber of shares of Company Common Stock subject to such Company Restricted Stock Unit; (iv) any the date on which such Company Restricted Stock Unit was granted; (v) the applicable vesting scheduleand settlement and/or delivery schedule for such Company Restricted Stock Unit, whether the vesting is time or performance based, and the extent to which such Company Restricted Stock Unit is vested and/or has settled; and (vvi) the date on which such Company Restricted Stock Unit expires. No Company Restricted Stock Unit has been granted to any Person since December 17, 2010, until the date of this Agreement. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any Company Restricted Stock Units may be, or have been, granted by the Company, and the forms of all restricted stock unit agreements evidencing such Company Restricted Stock Units. The base appreciation amount of each Company Restricted Stock Unit 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 Restricted Stock Unit. All grants of Company Restricted Stock Units 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). (d) As of the date of this Agreement, 668,711 shares of Company Common Stock are subject to issuance pursuant to Company Warrants. Part 3.3(d) of the Disclosure Schedule sets forth with respect to each Company Option, Warrant outstanding as of the date of this Agreement the following information: (A) the exercise price and name of the holder of such Company Warrant; (B) the expiration datenumber of shares of Company Capital Stock subject to such Company Warrant; (C) the per share exercise price (if any) of such Company Warrant; (D) the date on which such Company Warrant was granted; (E) the applicable vesting schedule, if any, and the extent to which such Company Warrant is vested and exercisable; and (F) the date on which such Company Warrant expires. The Company has Made Available to Parent accurate and complete copies of all Company Warrants and all related agreements. All grants of Company Warrants were recorded on the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents in accordance with GAAP. (ce) Except as set forth in this Section 3.3 and Parts 3.4(a3.3(b), 3.3(c) or 3.4(band 3.3(d) of the Disclosure Schedule, as of the Agreement Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock Company Capital Stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock Company Capital Stock or other securities of the Company; or (iii) rights agreement, stockholder shareholder 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 Company Capital Stock or any other securities. (df) All outstanding shares of Company Common Capital Stock, Company Options Options, Company Warrants and other securities of the Company have been issued and granted in compliance with: (i) all applicable securities Laws laws and other applicable LawsLegal Requirements; and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) of the Disclosure Schedule have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 800,000,000 shares of Company Common Stock; and (ii) 100,000,000 shares of preferred stock, $0.00001 par value per share (“Company Preferred Stock”). As of which 20,788,385 5:00 p.m. (California time) on October 25, 2021 (the “Company Listing Date”): (i) 148,929,117 shares of Company Common Stock were issued and outstanding (including 85,000 which amount includes shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option PlansRestricted set forth in Section 2.3(b)(iv)); and 15,000,000 (ii) no shares of preferred stock, par value $0.001 per share, of the Company, of which no shares Company Preferred Stock were issued or and outstanding. As of the Capitalization Date: ; and (iiii) no shares of Company Common Stock were held in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plans. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessabletreasury shares. There are no shares of Company Common Stock held by any of the Company Company’s Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none of the outstanding shares of Company Common Stock are entitled or subject to any preemptive right, right of participation or any similar right or subject to any right of first refusal in favor of the Company; (B) there 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; . Except pursuant to Company Equity Plans and (C) the agreements evidencing outstanding Company Equity Awards, none of the Acquired Companies is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20, 2015 through the Agreement Date, each inclusive, Stock or other securities. (b) As of 5:00 p.m. (California time) on the Company has not issued any Listing Date: (i) 15,044,092 shares of Company Common Stock except were subject to issuance pursuant to Company options granted and outstanding under the Company Equity Plans (“Company Options”); (ii) 5,416,004 shares of Company Common Stock are reserved for future issuance pursuant to the exercise Company’s 2018 Employee Stock Purchase Plan, as amended August 22, 2019 (the “Company ESPP”); (iii) 6,647,631 shares of Company Options outstanding as of the Capitalization Date and the Common Stock were issuable upon settlement or vesting of Other outstanding Company restricted stock units (“Company RSUs”); (iv) 229,661 shares of restricted Company Common Stock were unvested pursuant to Company restricted awards granted and outstanding under the Company Equity Plans (“Company Restricted Stock”); (v) no shares of Company Common Stock were subject to stock appreciation rights, whether granted under the Company Equity Plans or otherwise; (vi) no Company Equity Awards were outstanding other than those granted under the Option Plans outstanding as Company Equity Plans; and (vii) 16,963,795 shares of Company Common Stock were reserved for future issuance pursuant to Company Equity Awards not yet granted under the Capitalization DateCompany Equity Plans. (bc) Part 3.4(b2.3(c) of the Company Disclosure Schedule accurately sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including following information with respect to each such option or awardCompany Equity Award outstanding as of 5:00 p.m. (California time) on the Company Listing Date: (i1) the Company Equity Plan (if any) pursuant to which such Company Equity Award was granted; (2) the name of the holder thereofof such Company Equity Award; (ii3) the number of shares of Company Common Stock subject to such option or other awardCompany Equity Award (including, for Company Equity Awards subject to performance-based vesting requirements, if any, both the target and the maximum number of shares of Company Common Stock); (iii4) the grant or issuance dateexercise price (if any) of such Company Equity Award; (iv5) any the date on which such Company Equity Award was granted; (6) the date on which such Company Equity Award expires; (7) if such Company Equity Award is a Company Option, whether it is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; (8) if such Company Equity Award is a Company RSU, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule; and (v9) whether the vesting of such Company Equity Award differs materially from the Company’s standard vesting schedule. The exercise price of each Company Option is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including any related notes thereto) contained in the Company SEC Reports in accordance with GAAP, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to each Company Option, the effective date of grant (A) the exercise price and (B) the expiration datewhether intentionally or otherwise). (cd) The Company has Made Available to Parent accurate and complete copies of all equity-based plans or, if not granted under an equity plan, such other Contract, pursuant to which any stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock awards (including all outstanding Company Equity Awards, whether payable in equity, cash or otherwise) are outstanding as of the date of this Agreement, and the forms of all stock option, stock appreciation right, restricted stock unit, deferred stock unit and restricted stock award agreements evidencing such stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock awards (including all outstanding Company Equity Awards, whether payable in equity, cash or otherwise). (e) Except (x) as set forth in Parts 3.4(aSection 2.3(a) and 2.3(b) and (y) for changes since 5:00 p.m. (California time) on the Company Listing Date resulting from the exercise of Company Options or 3.4(b) the vesting of Company RSUs or Company Restricted Stock, in each case, outstanding as of the Disclosure ScheduleCompany Listing Date and in accordance with their terms, as of the Agreement Date, there is nodate of this Agreement: (i) the Company does not have any shares of capital stock or other equity interests outstanding; and (ii) other than the Company ESPP, there is no (A) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) issued or granted by any of the Acquired Companies to acquire any shares of the capital stock or other securities of any of the Company; Acquired Companies, (iiB) outstanding security, instrument or obligation issued, granted or entered into by any of the Acquired Companies that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Company; Acquired Companies or (iiiC) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which any of the Company Acquired Companies is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (df) All outstanding shares of Company Common Stock, Company Options options, warrants, equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Company Acquired Companies have been issued and granted in material compliance with: (i) all applicable securities Laws laws and other applicable LawsLegal Requirements; and (ii) all requirements set forth in the terms of applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (eg) All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable and free of any preemptive rights. All of the outstanding shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) each of the Disclosure Schedule Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record directly or indirectly by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than except for restrictions on transfer imposed by under applicable securities Lawslaws and Permitted Encumbrances.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of 32,500,000 shares of Company Common Stock, of which 20,788,385 shares were issued and outstanding (including 85,000 150,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 2,000,000 shares of preferred stock, par value $0.001 per share, Company Preferred Stock. The Company has not authorized any other class of capital stock other than the Company, of which no shares were issued or outstandingCompany Common Stock and the Company Preferred Stock. As of the Capitalization Date: (i) no November 24, 2006, 43,248,964 shares of Company Common Stock were held in the treasury have been issued or are outstanding and no shares of the Company; (ii) 1,674,902 Company Preferred Stock have been issued or are outstanding. No shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under are held in the Option Plans (stock options granted Company's treasury or are held by any of the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option PlansCompany's Subsidiaries. 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 Company Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none None of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right or subject to any right of first refusal in favor of the Company; (B) . There is no Contract to which the Company is a party and, to the Company's knowledge, there is no Company Contract between other Persons, 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)of, any shares of Company Common Stock; and (C) . None of the Company Acquired Corporations is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20. (b) As of November 24, 2015 through the Agreement Date2006, each inclusive, the Company has not issued any 5,876,746 shares of Company Common Stock except are reserved for issuance pursuant to stock options under the Company's 2005 Stock and Incentive Plan (as amended and together with all stock option agreements evidencing grants thereunder, the "2005 Incentive Plan"), of which options to acquire 2,233,384 shares of Company Common Stock are outstanding, 1,000,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company's 2000 Director's Stock Option Plan (as amended and together with all stock agreements evidencing grants thereunder, the "2000 Director's Plan"), of which options to acquire 567,670 shares of Company Common Stock are outstanding, 2,000,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company's 2000 Stock Plan (as amended and together will all stock agreements evidencing grants thereunder, the "2000 Stock Plan"), of which options to acquire 2,595,155 shares of Company Common Stock are outstanding, 2,318,025 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company's 1998 Incentive Stock Plan (as amended and together will all stock agreements evidencing grants thereunder the "1998 Stock Plan"), of which options to acquire 2,318,025 shares of Company Common Stock are outstanding, 46,261 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Company's 1994 Incentive Stock Plan (as amended and together will all stock agreements evidencing grants thereunder the "1994 Stock Plan"), of which options to acquire 46,261 shares of Company Common Stock are outstanding, and 167,167 shares of Company Common Stock are available for issuance pursuant to the exercise Company's 2000 Employee Stock Purchase Plan (as amended and together with all stock agreements evidencing grants thereunder the "Company ESPP"), of which 167,167 shares of Company Options outstanding Common Stock remain available for issuance thereunder. Stock options granted by the Company pursuant to the 2005 Incentive Plan, the 2000 Director's Plan, the 2000 Stock Plan, the 1998 Stock Plan and the 1994 Stock Plan (together, the "Company Stock Option Plans"), as well as any stock options granted by the Company outside of the Capitalization Date and the vesting of Other Company Equity Awards under the Stock Option Plans outstanding (but excluding the Company ESPP), are referred to collectively herein as of the Capitalization Date"Company Options. (b) Part 3.4(b" Schedule 2.3(b) of the Company Disclosure Schedule Letter sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including following information with respect to each such option or awardCompany Option outstanding as of November 24, 2006: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the holder thereofoptionee; (iiiii) the number of shares of Company Common Stock subject to such Company Option and the number of such shares that have been exercised; (iv) the current exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the extent to which such Company Option is vested and exercisable as of the date of this Agreement; (vii) the vesting schedule of such Company Option including the anticipated acceleration of vesting of Company Options as described in this Section 2.3(b) and Schedule 2.3(b) of the Company Disclosure Letter; (viii) the expiration date of the Company Option; and (ix) the period of time following termination of employment during which the Company Option may be exercised if not expired. The Company has delivered or made available to Parent accurate and complete copies of the Company ESPP, all stock option plans pursuant to which the Company has granted Company Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Company Options through amendments, cancellation and reissuance or other awardmeans during the current or prior two calendar years. Effective as of the Effective Time and as described in Schedule 2.3(b) of the Company Disclosure Letter, only those Company Options outstanding as of the date hereof and as of immediately prior to the Effective Time, which are to become exercisable and vested pursuant to their terms or the agreements of the Company in effect prior to the date hereof, shall become exercisable and vested with respect to the shares underlying such Company Options without any action by the Board or any committee thereof. None of the Company Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement and no Company Options have been granted since November 24, 2006. None of the Company Options were granted with exercise prices below or deemed to be below fair market value on the date of grant. All grants of Company Options were validly made and properly approved by the board of directors of the Company (or a duly authorized committee or subcommittee thereof) in compliance with all applicable law and recorded on the Company Financial Statements in accordance with GAAP, and no such grants involved any "back dating," "forward dating" or similar practices with respect to such grants. (c) Schedule 2.3(c) of the Company Disclosure Letter sets forth the following information with respect to each warrant of the Company outstanding as of November 24, 2006 (each, a "Company Warrant"): (i) the aggregate number of warrants outstanding; (ii) the expiration date; and (iii) the grant or issuance date; (iv) any applicable vesting schedule; and (v) with respect to exercise price. The terms of each Company Option, (A) Warrant do not prohibit the exercise price and (B) assumption of the expiration dateCompany Warrants as provided in Section 5.4(d). (cd) Except as set forth in Parts 3.4(aSection 2.3(a), Section 2.3(b) or 3.4(bSection 2.3(c) above or on Schedule 2.3(d) of the Company Disclosure ScheduleLetter, as of and other than the Company Rights Agreement Dateand the rights thereunder, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “"poison pill”"; or (iv) or Company Contract under which any of the Company is Acquired Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiessecurities ("Company Rights Agreements") (items (i) through (iv) above, collectively, "Company Stock Rights"). (de) All outstanding shares of Company Common Stock, all outstanding Company Options and other securities all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with: in all material respects with (i) all applicable securities Laws laws and other applicable Laws; Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Company Contracts. No Common Stock, granting of Company Option was issued with an exercise price less than fair market value on Options and/or the date issuance of grant. (e) All of the shares of capital stock of the any Company Subsidiaries identified as being held by the Company in Part 3.1(c) Subsidiary. All of the Disclosure Schedule outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free and, except as required by Legal Requirements applicable to each of preemptive rightsthe Acquired Corporations which is formed or incorporated under the laws of a foreign jurisdiction, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, . Schedule 2.3(e) of the Company Disclosure Letter sets forth all entities (other than restrictions on transfer imposed by applicable securities LawsSubsidiaries) in which any of the Acquired Corporations has any ownership interest and the amount of such interest.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 150,000,000 shares of Company Common Stock, of which 20,788,385 which, as of April 29, 2011, 75,415,182 shares were have been issued and are outstanding; and (ii) 5,000,000 shares of Preferred Stock, $.01 par value per share, no shares of which have been issued or are outstanding (including 85,000 shares of restricted Company Common Stock). Except for those shares of Company Common Stock subject reserved for issuance to issuance the date of this Agreement pursuant to unvested restricted stock awards granted under the Option PlansSection 2.3(b); and 15,000,000 shares of preferred stock, par value $0.001 per share, of the Company, of which no shares were issued or outstanding. As of the Capitalization Date: (i) no shares of Company Common Stock were held have been issued since April 29, 2011. Except as set forth in the treasury Part 2.3(a)(i) of the Company; (ii) 1,674,902 Disclosure Schedule, the Company does not hold any shares of Company Common Stock were subject to issuance pursuant to outstanding its capital stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plansin 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 Company Subsidiariesother Acquired Corporations. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none None of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right or similar rights. None of participation or any similar right or the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; (B) there . 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; and (C) Stock except for any such restrictions contained in any Company Employee Plan. None of the Company Acquired Corporations is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockStock or other securities. From April 20, 2015 through Part 2.3(a)(ii) of the Agreement Date, each inclusive, Disclosure Schedule describes all repurchase rights held by the Company has not issued any with respect to shares of Company Common Stock except (including shares issued pursuant to the exercise of Company Options outstanding as of the Capitalization Date and the vesting of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization Datestock options or otherwise). (b) As of April 29, 2011: (i) 3,791,478 shares of Company Common Stock were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans; (ii) 828,266 shares of Company Common Stock were reserved for future issuance pursuant to the Company’s Employee Stock Purchase Plan (the “ESPP”); (iii) 29,640 shares of Company Common Stock were subject to issuance and/or delivery pursuant to restricted stock units and deferred stock units; (iv) 1,304,325 shares of restricted Company Common Stock were outstanding; (v) no shares of Company Common Stock were subject to stock appreciation rights whether granted under the Company Equity Plans or otherwise; (vi) no Company Equity Awards were outstanding other than those granted under the Company Equity Plans; and (vii) 3,057,318 shares of Company Common Stock were reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Equity Plans. Part 3.4(b2.3(b) of the Disclosure Schedule accurately sets forth a correct and complete list forth, as of all Company Options and Other April 29, 2011, the following information with respect to each Company Equity Awards Award outstanding as of the Capitalization Date, including with respect date of this Agreement (A) the particular Company Equity Plan (if any) pursuant to each which such option or award: Company Equity Award was granted; (iB) the name of the holder thereofof such Company Equity Award; (iiC) the number of shares of Company Common Stock subject to such option Company Equity Award; (D) the exercise price (if any) of such Company Equity Award; (E) the date on which such Company Equity Award was granted or other the shares subject to such repurchase right were issued; (F) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and/or exercisable; (G) the date on which such Company Equity Award expires; (H) if such Company Equity Award is a Company Option, whether it is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; (I) if such Company Equity Award is a Company Stock-Based Award, whether such Company Stock-Based Award is a restricted stock unit, deferred stock unit or a restricted stock award; (iiiJ) if such Company Equity Award is a Company Stock-Based Award in the grant form of restricted stock units or issuance date; (iv) any deferred stock units, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule; and (vK) whether the vesting of such Company Equity Award would be accelerated, in whole or in part, as a result of the Merger or any of the other transactions contemplated by this Agreement, alone or in combination with respect any termination of employment or other event. Between April 29, 2011 and the date of this Agreement, the Company has not issued or granted any Company Equity Awards. The Company has Made Available to each Parent accurate and complete copies of the Company OptionEquity Plans or, if not granted under an Company Equity Plan, such other Contract, pursuant to which any stock options, restricted stock units, deferred stock units or restricted stock awards (Aincluding, all outstanding Company Equity Awards, whether payable in equity, cash or otherwise) are currently outstanding, and the exercise price forms of all stock option, restricted stock unit, deferred stock unit and restricted stock award agreements evidencing such stock options, restricted stock units, deferred stock units or restricted stock awards (whether payable in equity, cash or otherwise). Except as would not have (and would not reasonably be expected to have) a Material Adverse Effect, all outstanding shares of Company Common Stock, options, warrants, equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Acquired Corporations have been issued and granted in compliance in all material respects with: (i) all applicable securities laws and other applicable Legal Requirements; and (Bii) the expiration dateall requirements set forth in applicable Contracts. (c) Except as set forth in Parts 3.4(a) or 3.4(bPart 2.3(b) of the Disclosure ScheduleSchedule and except as set forth in Section 2.3(a) and Section 2.3(b), as of the Agreement Datedate of this Agreement, there is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) contractual obligation of any of the Acquired Corporations to issue, deliver, sell, or cause to be issued, delivered or sold any shares of capital stock or other securities of any of the Acquired Corporations. (d) All outstanding shares of Company Common Stock, Company Options options, warrants, equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Company Acquired Corporations have been issued and granted in compliance in all material respects with: (i) all applicable securities Laws laws and other applicable LawsLegal Requirements; and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the outstanding shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) each of the Disclosure Schedule Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Companyanother Acquired Corporation, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Lawslaws.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of 32,500,000 shares of Company Common Stock, of which 20,788,385 shares were issued and outstanding (including 85,000 100,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 5,000,000 shares of preferred stock, par value $0.001 per share, Company Preferred Stock. The Company has not authorized any other class of capital stock other than the Company, of which no shares were issued or outstandingCompany Common Stock and the Company Preferred Stock. As of the Capitalization Date: (i) no May 11, 2004, 44,264,101 shares of Company Common Stock were held in the treasury have been issued or are outstanding and no shares of the Company; (ii) 1,674,902 Company Preferred Stock have been issued or are outstanding. No shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under are held in the Option Plans (stock options granted Company’s treasury or held by any of the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option PlansCompany’s Subsidiaries. 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 Company Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none None of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right or subject to any right of first refusal in favor of the Company; (B. Except as set forth in Schedule 2.3(a) of the Company Disclosure Letter, there is no Contract to which the Company is a party and, to the Company’s knowledge, there is no Contract between other Persons, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to)of, any shares of Company Common Stock; and (C) Stock other than the Company Voting Agreements and the Lock-Up Agreements. None of the Acquired Corporations is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20. (b) As of May 11, 2015 through the Agreement Date2004, each inclusive, the Company has not issued any 6,000,000 shares of Company Common Stock except are reserved for issuance pursuant to stock options under the Company’s 1998 Stock Incentive Plan (as amended and together with all stock option agreements evidencing grants thereunder, the “Company Stock Option Plan”), of which options to acquire 9,230,917 shares of Company Common Stock are outstanding. Stock options granted by the Company pursuant to the exercise of Company Options outstanding Stock Option Plan, as well as any stock options granted by the Company outside of the Capitalization Date and the vesting of Other Company Equity Awards under the Stock Option Plans outstanding Plan, are referred to collectively herein as of the Capitalization Date“Company Options. (b) Part 3.4(b” Schedule 2.3(b) of the Company Disclosure Schedule Letter sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including following information with respect to each such option or awardCompany Option outstanding as of May 11, 2004: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the holder thereofoptionee; (iiiii) the number of shares of Company Common Stock subject to such Company Option and the number of such shares that have been exercised; (iv) the current exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the extent to which such Company Option is vested and exercisable as of the date of this Agreement; (vii) the vesting schedule of such Company Option including the anticipated acceleration of vesting of Company Options as described in Section 2.3(b) and Schedule 2.3(b) of the Company Disclosure Letter; (viii) the expiration date of the Company Option; and (ix) the period of time following termination of employment during which the Company Option may be exercised if not expired. The Company has delivered or made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted Company Options, and the forms of all stock option agreements evidencing such options. There have been no repricings of any Company Options through amendments, cancellation and reissuance or other awardmeans during the current or prior two (2) calendar years. Effective as of the Effective Time, all Company Options outstanding as of the date hereof and as of immediately prior to the Effective Time shall become exercisable and vested with respect to 100% of the shares underlying such Company Options, as described in Schedule 2.3(b) of the Company Disclosure Letter. Except as set forth in Schedule 2.3(b) of the Company Disclosure Letter, none of the Company Options have been granted in contemplation of the Merger or the transactions contemplated in this Agreement. (c) Schedule 2.3(c) of the Company Disclosure Letter sets forth the following information with respect to each warrant of the Company outstanding as of May 11, 2004 (each, a “Company Warrant”): (i) the aggregate number of warrants outstanding; (ii) the expiration date; and (iii) the grant or issuance date; (iv) any applicable vesting schedule; and (v) with respect to exercise price. The terms of each Company Option, (A) Warrant do not prohibit the exercise price and (B) assumption of the expiration dateCompany Warrants as provided in Section 5.4(d). (cd) Except as set forth in Parts 3.4(aSection 2.3(a), Section 2.3(b) or 3.4(bSection 2.3(c) above or on Schedule 2.3(d) of the Company Disclosure Schedule, as of the Agreement DateLetter, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iii) rights agreement, stockholder shareholder rights plan (or similar plan commonly referred to as a “poison pill”; or (iv) or Company Contract under which any of the Company is Acquired Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiessecurities (“Company Rights Agreements”) (items (i) through (iv) above, collectively, “Company Stock Rights”). (de) All outstanding shares of Company Common Stock, all outstanding Company Options and other securities all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with: in all material respects with (i) all applicable securities Laws laws and other applicable Laws; Legal Requirements, and (ii) all requirements set forth in Contracts applicable to the issuance of Company Contracts. No Common Stock, granting of Company Option was issued with an exercise price less than fair market value on Options and/or the date issuance of grant. (e) All of the shares of capital stock of the any Company Subsidiaries identified as being held by the Company in Part 3.1(c) Subsidiary. All of the Disclosure Schedule outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free and, except as required by Legal Requirements applicable to each of preemptive rightsthe Acquired Corporations which is formed or incorporated under the laws of a foreign jurisdiction, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, . Schedule 2.3(e) of the Company Disclosure Letter sets forth all entities (other than restrictions on transfer imposed by applicable securities LawsSubsidiaries) in which any of the Acquired Corporations has any ownership interest and the amount of such interest.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of 32,500,000 150,000,000 shares of Company Common Stock, par value $0.01 per share, of which 20,788,385 46,883,841 shares were issued and outstanding (including 85,000 as of March 2, 2007; and 5,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stockPreferred Stock, par value $0.001 0.01 per share, of which (1) 2,000,000 shares have been designated as Series X Junior Participating Preferred Stock and were reserved for issuance upon the Company, exercise of which rights granted under the Company Rights Agreement and (2) no shares were have been issued or are outstanding. As of the Capitalization DateMarch 2, 2007: (i) no shares of Company Common Stock were are held in the treasury of the Company; (ii) 1,674,902 6,856,003 shares of Company Common Stock were are subject to issuance pursuant to outstanding stock options granted under the Option Plans 1989 Plan and the 1999 Plan (stock options granted by the Company pursuant to the Option Plans 1989 Plan, the 1999 Plan or otherwise are referred to collectively herein as “Company Options”); and (iii) 440,781 1,002,406 shares of Company Common Stock were are subject to issuance pursuant to restricted stock unit awards the Company SARs granted under the Option Plans1999 Plan; (iv) 107,802 shares of Company Common Stock are subject to issuance pursuant to Company Stock Units held pursuant to the terms of the Deferred Compensation Plan; and (v) 1,221,972 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s ESPP. Of the shares of Company Common Stock outstanding, 3,342,534 are subject to vesting under the terms of the 1999 Plan. 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 Company Company’s Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none None of the outstanding shares of Company Common Stock are entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right or subject to any right of first refusal in favor of the Company; (B) Company and, other than 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 granting any option or similar right with respect to), any shares of Company Common Stock; and (C) the Company . No Acquired Corporation 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. From April 20, 2015 through the Agreement Date, each inclusive, the Company has not issued any shares of Company Common Stock except pursuant to the exercise of Company Options outstanding as of the Capitalization Date and the vesting of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization Date. (b) Part 3.4(b) of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including with respect to each such option or award: (i) the name of the holder thereof; (ii) the number of shares of Company Common Stock subject to such option or other award; (iii) the grant or issuance date; (iv) any applicable vesting schedule; and (v) with respect to each Company Option, (A) the exercise price and (B) the expiration date. (c) Except as set forth in Parts 3.4(a) or 3.4(b) of the Disclosure Schedule, as of the Agreement Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (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 Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) of the Disclosure Schedule have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.any

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 50,000,000 shares of Company Common Stock, of which 20,788,385 13,510,416 shares were issued and are outstanding as of January 24, 2000; and (including 85,000 ii) 5,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stockPreferred Stock, $0.10 par value $0.001 per share, of the Company, of which no shares were issued or are outstanding. As of the Capitalization Date: (i) no The Company does not hold any shares of Company Common Stock were held its capital stock in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plansits 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 Company Subsidiariesother Acquired Corporations. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none None of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right or granted by the Company. None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; (B) there . There is no Company 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; and (C) . None of the Company Acquired Corporations is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20, 2015 through . (b) As of the Agreement Date, each inclusive, the Company has not issued any date of this Agreement: (i) 1,717,387 shares of Company Common Stock except are subject to issuance pursuant to stock options granted and outstanding under the Company's 1993 Stock Option Plan; (ii) 96,917 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1993 Director Stock Option Plan; (iii) 299,682 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1994 Employee Stock Option Plan; (iv) 241,667 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1997 Key Man Stock Option Plan and Agreement; (v) 75,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1998 Key Man Stock Option Plan and Agreement; (vi) 666,667 shares of Company Common Stock are reserved for future issuance pursuant to the exercise Company's 1998 Employee Stock Purchase Plan (the "ESPP"); and (vii) 66,667 shares of Company Options Common Stock are subject to issuance pursuant to a warrant issued to Finpiave, S.p.A. at an exercise price of $0.01 per share (the "Finpiave Warrant") and 763 shares of 6% Convertible Preferred Stock of the Company (the "Series D") are subject to issuance pursuant to three warrants issued to certain principals of C▇▇▇▇▇▇▇ Capital Corporation or their immediate family members at an exercise price of $1,000 per share (the "Series D Warrants"). (Stock options granted by the Company (whether pursuant to the Company's stock option plans or otherwise) are referred to in this Agreement as "Company Options.") Part 2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the Capitalization Date and the vesting date of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization Date. (b) Part 3.4(b) of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including with respect to each such option or awardthis Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the holder thereofoptionee; (iiiii) the number of shares of Company Common Stock subject to such option or other award; (iii) the grant or issuance dateCompany Option; (iv) any applicable vesting schedulethe exercise price of such Company Option; (v) the date on which such Company Option was granted; and (v) with respect to each Company Option, (Avi) the exercise price extent to which such Company Option is vested and exercisable as of the date of this Agreement. The Company has delivered or made available (Bat the offices of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP or C▇▇▇▇ ▇▇▇▇▇▇▇▇) to Parent accurate and complete copies of all stock option plans pursuant to which the expiration dateCompany has outstanding stock options, and the forms of all stock option agreements evidencing such outstanding options. The Company has delivered to Parent accurate and complete copies of the Company Warrants. (c) Except as set forth in Parts 3.4(a) or 3.4(b) of the Disclosure Schedule, as of the Agreement DateSection 2.3(b), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “"poison pill”") or Company Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (d) All outstanding shares of Company Common Stock, all outstanding Company Options and other securities all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with: with (i) all applicable securities Laws laws and other applicable Laws; Legal Requirements, and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the outstanding shares of capital stock of each of the Company's Subsidiaries (other than nominee shares of certain foreign Subsidiaries of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) on behalf of the Disclosure Schedule Company) have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 50,000,000 shares of Company Common Stock, of which 20,788,385 13,510,416 shares were issued and are outstanding as of January 24, 2000; and (including 85,000 ii) 5,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stockPreferred Stock, $0.10 par value $0.001 per share, of the Company, of which no shares were issued or are outstanding. As of the Capitalization Date: (i) no The Company does not hold any shares of Company Common Stock were held its capital stock in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plansits 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 Company Subsidiariesother Acquired Corporations. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none None of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right or granted by the Company. None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; (B) there . There is no Company 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; and (C) . None of the Company Acquired Corporations is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20, 2015 through . (b) As of the Agreement Date, each inclusive, the Company has not issued any date of this Agreement: (i) 1,717,387 shares of Company Common Stock except are subject to issuance pursuant to stock options granted and outstanding under the Company's 1993 Stock Option Plan; (ii) 96,917 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1993 Director Stock Option Plan; (iii) 299,682 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1994 Employee Stock Option Plan; (iv) 241,667 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1997 Key Man Stock Option Plan and Agreement; (v) 75,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1998 Key Man Stock Option Plan and Agreement; (vi) 666,667 shares of Company Common Stock are reserved for future issuance pursuant to the exercise Company's 1998 Employee Stock Purchase Plan (the "ESPP"); and (vii) 66,667 shares of Company Options Common Stock are subject to issuance pursuant to a warrant issued to Finpiave, S.p.A. at an exercise price of $0.01 per share (the "Finpiave Warrant") and 763 shares of 6% Convertible Preferred Stock of the Company (the "Series D") are subject to issuance pursuant to three warrants issued to certain principals of ▇▇▇▇▇▇▇▇ Capital Corporation or their immediate family members at an exercise price of $1,000 per share (the "Series D Warrants"). (Stock options granted by the Company (whether pursuant to the Company's stock option plans or otherwise) are referred to in this Agreement as "Company Options.") Part 2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the Capitalization Date and the vesting date of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization Date. (b) Part 3.4(b) of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including with respect to each such option or awardthis Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the holder thereofoptionee; (iiiii) the number of shares of Company Common Stock subject to such option or other award; (iii) the grant or issuance dateCompany Option; (iv) any applicable vesting schedulethe exercise price of such Company Option; (v) the date on which such Company Option was granted; and (v) with respect to each Company Option, (Avi) the exercise price extent to which such Company Option is vested and exercisable as of the date of this Agreement. The Company has delivered or made available (Bat the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇) to Parent accurate and complete copies of all stock option plans pursuant to which the expiration dateCompany has outstanding stock options, and the forms of all stock option agreements evidencing such outstanding options. The Company has delivered to Parent accurate and complete copies of the Company Warrants. (c) Except as set forth in Parts 3.4(a) or 3.4(b) of the Disclosure Schedule, as of the Agreement DateSection 2.3(b), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “"poison pill”") or Company Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (d) All outstanding shares of Company Common Stock, all outstanding Company Options and other securities all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with: with (i) all applicable securities Laws laws and other applicable Laws; Legal Requirements, and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the outstanding shares of capital stock of each of the Company's Subsidiaries (other than nominee shares of certain foreign Subsidiaries of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) on behalf of the Disclosure Schedule Company) have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 125,000,000 shares of Company Common Stock, of which 20,788,385 7,259,236 shares were are issued and outstanding as of the Reference Date; and (including 85,000 ii) 5,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stock, par value $0.001 per share, of the CompanyPreferred Stock, of which no shares were of Company Preferred Stock are issued or outstanding. As outstanding as of the Capitalization Reference Date: (i) no shares of Company Common Stock were held in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plans. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no None of the Tetraphase Companies (other than the Company) holds any shares of Company Common Stock held by or any rights to acquire shares of Company Common Stock. (c) As of the Company Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Reference Date: (Ai) none of the outstanding 160,307 shares of Company Common Stock are entitled or subject to any preemptive right, right of participation or any similar right or subject issuance pursuant to any right of first refusal in favor of the CompanyCompany Options; (Bii) 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; and (C) 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. From April 20, 2015 through the Agreement Date, each inclusive, the Company has not issued any 2,506 shares of Company Common Stock except are reserved for future issuance pursuant to the exercise Tetraphase 2014 Employee Stock Purchase Plan (the “Company ESPP”) and 0 shares of Company Options 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 Capitalization Date and trading date one (1) trading date prior to the date of this Agreement); (iii) 41,213 shares of Company Common Stock are subject to issuance upon vesting of Other grants of Company Equity Awards RSUs; (iv) 12,850 shares of Company Common Stock are subject to issuance upon vesting of grants of Company PRSUs; (v) 246,741 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Company Option Plans outstanding as Plans; and (vi) 11,478,477 shares of the Capitalization Date. Company Common Stock are subject to issuance pursuant to Company Warrants. (bd) Part 3.4(b2.3(d) of the Company Disclosure Schedule sets forth a correct complete and complete accurate list of all Company Options and Other that sets forth with respect to each Company Equity Awards Award outstanding as of the Capitalization Date, including with respect to each such option or awardReference 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 thereofof such Company Equity Award; (iiiii) the type of Company Equity Award (whether a Company Option, Company RSU, Company PRSU or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such option or other awardCompany Equity Award; (iiiv) the grant or issuance dateper share exercise price (if any) of such Company Equity Award; (ivvi) any applicable vesting schedulethe date on which such Company Equity Award was granted; (vii) the date on which such Company Equity Award expires (if applicable); and (vviii) with respect to each if such Company Equity Award is a Company Option, whether such Company Option is an “incentive stock option” (Aas 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 Equity Awards were granted by the Company, and the forms of all agreements evidencing such Company Equity Awards. The exercise price and (B) of each Company Option is not less than the expiration date. (c) Except as set forth in Parts 3.4(a) or 3.4(b) fair market value of the Disclosure Schedule, as of the Agreement Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (d) All outstanding shares share 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 Company Contracts. No Company Option was issued with an exercise price less than fair market value Stock as determined on the date of grant. grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (eincluding any related notes thereto) All of the shares of capital stock of contained in the Company Subsidiaries identified as being held by the Company SEC Documents in Part 3.1(c) of the Disclosure Schedule have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rightsaccordance with GAAP, and are owned beneficially and of record by to the Company or a wholly owned Subsidiary knowledge of the Company, free and clear 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 Encumbrances, other than restrictions on transfer imposed by applicable securities Lawsof the Tetraphase Companies.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 5,000,000 shares of Company Common Stock, of which 20,788,385 shares were issued and outstanding (including 85,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stock, $0.01 par value $0.001 per share, of which 598,734 shares have been issued and are outstanding as of the Companydate of this Agreement; and (ii) 5,000,000 shares of Preferred Stock, $.01 par value per share, of which no shares were have been issued or are outstanding. As of the Capitalization Date: (i) no shares of Company Common Stock were held in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plans. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There As of the date of this Agreement, there are no shares of Company Common Stock held by any of the Company Subsidiariesother Acquired Corporations. Except as described set forth in Part 3.4(a2.3(a) of the Company Disclosure Schedule, as of the Agreement Date: (Ai) none of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right or right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; (Biii) there is no Company 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; , and (Civ) none of the Company Acquired Corporations is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20, 2015 through . (b) As of the Agreement Date, each inclusive, the Company has not issued any date of this Agreement: (i) 80,704 shares of Company Common Stock except are subject to issuance pursuant to outstanding options to purchase shares of Company Common Stock or existing contractual obligations to issues shares of Company Common Stock; and (ii) 24,200 shares of Company Common Stock are reserved for future issuance pursuant to the exercise Company's 1997 Stock Option Plan. (Stock options granted by the Company pursuant to the Company's stock option plans and otherwise are referred to in this Agreement as "Company Options.") Part 2.3(b) of the Company Options Disclosure Schedule sets forth the following information with respect to each Company Option or contractual obligation outstanding as of the Capitalization Date and the vesting date of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization Date. (b) Part 3.4(b) of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including with respect to each such option or awardthis Agreement: (i) the particular plan (if any) or agreement pursuant to which such Company Option or contractual obligation was granted or incurred; (ii) the name of the holder thereofoptionee; (iiiii) the number of shares of Company Common Stock subject to such option Company Option or other award; (iii) the grant or issuance datecontractual obligation; (iv) any the exercise price of such Company Option; (v) the date on which such Company Option was granted or contractual obligation incurred; (vi) the applicable vesting scheduleschedules, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (v) with respect to each Company Option, (Avii) the exercise price date on which such Company Option or contractual obligation expires, including as a result of the consummation of this Merger. The Company has delivered to Parent accurate and (B) complete copies of all stock option plans pursuant to which the expiration dateCompany has granted any outstanding stock options, and the forms of all stock option or other agreements evidencing such options or contractual obligation. (c) Except as set forth in Parts 3.4(a) or 3.4(bPart 2.3(b) of the Company Disclosure Schedule, as of the Agreement Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “"poison pill”") or Company Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of the Company, valid claim or condition or circumstance that is likely to give rise to a valid claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. (d) All outstanding shares of Company Common Stock, Company Options Stock and other securities all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with: with (i) all applicable securities Laws laws and other applicable Laws; Legal Requirements, and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the outstanding shares of capital stock of the Company Subsidiaries corporations identified as being held by the Company in Part 3.1(c2.1(a)(ii) of the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, Encumbrances other than restrictions on transfer imposed by applicable securities Lawsarising under the Securities Act.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 50,000,000 shares of Company Common Stock, of which 20,788,385 23,831,517 shares were have been issued and are outstanding as of the date of this Agreement; and (including 85,000 ii) 5,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stock, par value $0.001 per share, of the CompanyPreferred Stock, of which no shares were issued or are outstanding. As of the Capitalization Date: (i) no shares of Company Common Stock were held in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plans. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There As of the date of this Agreement, there are no shares of Company Common Stock held by any of the Company Subsidiariesother Acquired Corporations. Except as described set forth in Part 3.4(a2.3(a)(i) of the Company Disclosure Schedule, as of the Agreement Date: (Ai) none of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right or 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 (Biii) there is no Company 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; and (C) . None of the Company Acquired Corporations is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20. (b) As of the date of this Agreement: (i) 500,000 shares of Company Preferred Stock, 2015 through designated Series A Junior Participating Preferred Stock, are reserved for future issuance upon exercise of the Agreement DateRights issued pursuant to the Rights Agreement, each inclusivedated September 30, 1998, by and between the Company has not issued any and ChaseMellon Shareholder Services, as Rights Agent (the "Company Rights Agreement"); (ii) 2,359,739 shares of Company Common Stock except are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1998 Equity Incentive Plan; (iii) 2,566,959 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1988 Stock Option Plan; (iv) 49,903 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Dr. Design 1991 Stock Option Plan; (v) 225,000 shares of Company Common Stock are reserved for future issuance pursuant to stock options granted and outstanding under the Company's 1994 Directors Stock Option Plan; and (vi) 840,209 shares of Company Common Stock (the "ESPP Shares") are reserved for future issuance pursuant to the exercise Company's 1999 Employee Stock Purchase Plan (the "ESPP"). (Stock options granted by the Company pursuant to the Company's stock option plans and otherwise are referred to in this Agreement as "Company Options.") Part 2.3(b)(i) of the Company Options Disclosure Schedule sets forth the following information (which is accurate in all material respects) with respect to each Company Option outstanding as of the Capitalization Date and the vesting date of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization Date. (b) Part 3.4(b) of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including with respect to each such option or awardthis Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the holder thereofoptionee; (iiiii) the number of shares of Company Common Stock subject to such option or other award; (iii) the grant or issuance dateCompany Option; (iv) any the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting scheduleschedules, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (v) with respect to each Company Option, (Avii) the exercise price date on which such Company Option expires. The Company has delivered or made available to Parent accurate and (B) complete copies of all stock option plans pursuant to which the expiration dateCompany has ever granted stock options, and the forms of all stock option agreements evidencing such options. (c) Except as set forth in Parts 3.4(a) or 3.4(bPart 2.3(b) of the Company Disclosure Schedule, as of the date of this Agreement Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iii) rights agreement, stockholder shareholder rights plan (or similar plan commonly referred to as a “"poison pill”") or Company Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. (d) All outstanding shares of Company Common Stock, all outstanding Company Options Options, all outstanding warrants to purchase Company Common Stock and other securities all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with: with (i) all applicable securities Laws laws and other applicable Laws; Legal Requirements, and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the outstanding shares of capital stock of the Company Subsidiaries corporations identified as being held by the Company in Part 3.1(c2.1(a)(ii) of the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances. (f) The Company has taken all necessary action to terminate the Company's 1990 Employee Stock Purchase Plan (the "1990 ESPP"), other than restrictions on transfer imposed by applicable securities Lawsand the 1990 ESPP has been terminated and is no longer in effect.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 shares of Company Common Stock, of which 20,788,385 shares were issued and outstanding (including 85,000 consists of: 55,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 5,000,000 shares of preferred stock, par value $0.001 per share, of the Company, of which no shares were issued or outstandingCompany Preferred Stock. As of the Capitalization Date: (i) no October 29, 2002, 33,157,621 shares of Company Common Stock were held in the treasury have been issued and are outstanding and no shares of the Company; (ii) 1,674,902 shares of Company Common Preferred 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 have been issued and are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plansoutstanding. 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 Company Company's Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none None of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right or subject to any right of first refusal in favor of the Company; (B) . There is no Contract to which the Company is a party and, to the Company's knowledge, there is no Company Contract between other Persons, 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; and (C) , other than the Company Voting Agreements. None of the Acquired Corporations is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20. (b) As of October 29, 2015 through the Agreement Date, each inclusive, the Company has not issued any 2002: (i) 12,424,000 shares of Company Common Stock except are reserved for issuance pursuant to the exercise of Company Options outstanding as of the Capitalization Date and the vesting of Other Company Equity Awards stock options under the Option Plans outstanding Amended and Restated 1994 Flexible Stock Incentive Plan, as amended, of the Capitalization Date. (b) Part 3.4(b) of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including with respect which options to each such option or award: (i) the name of the holder thereof; (ii) the number of acquire 5,844,523 shares of Company Common Stock subject are outstanding; (ii) 2,000,000 shares of Company Common Stock are reserved for issuance pursuant to such option or other awardstock options under the 2001 Non-Qualified Stock Incentive Plan, of which options to acquire 874,083 shares of Company Common Stock are outstanding; (iii) 300,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the grant or issuance dateATM Technology Center 2000 Stock Option Plan, of which options to acquire 213,000 shares of Company Common Stock are outstanding; (iv) any applicable vesting schedule410,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Cylink/ARL 1997 Stock Option Plan, of which options to acquire 119,784 shares of Company Common Stock are outstanding; and (v) with respect to each Company Option, (A) the exercise price and (B) the expiration date. (c) Except as set forth in Parts 3.4(a) or 3.4(b) of the Disclosure Schedule, as of the Agreement Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (d) All outstanding 322,430 shares of Company Common Stock, Company Options and other securities Stock remain available for purchase pursuant to the 2000 Employee Stock Purchase Plan of the Company have been issued (the "ESPP Plan"). The outstanding stock options listed above under the Amended and Restated 1994 Flexible Stock Incentive Plan include options exercisable for 1,000 shares of Company Common Stock that were granted in compliance with: (i) all applicable securities Laws and other applicable Laws; and (ii) all requirements set forth in applicable Company Contracts. No Company under the 1987 Non-Qualified Stock Option was issued Plan, with an exercise price less than fair market value on the date of grant. (e) All of the shares of capital stock of reserved for such options having been rolled into the Company Subsidiaries identified as being held by the Company in Part 3.1(c) of the Disclosure Schedule have been duly authorized Amended and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.Restated 1994

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 20,000,000 shares of Company Common Stock, of which 20,788,385 3,962,750 shares were have been issued and are outstanding and of which no shares are held by the Company in its treasury as of the date of this Agreement; and (including 85,000 ii) 5,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stockPreferred Stock, $0.01 par value $0.001 per share, of the Company, of which no shares were issued are outstanding or outstanding. As of the Capitalization Date: (i) no shares of Company Common Stock were are held in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to in its treasury as of the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares date of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plansthis Agreement. 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 Except as set forth in Part 2.3(a)(i) of the Company Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (Ai) none of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right or 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 (Biii) 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; and (C) the . The Company is not under any obligation or obligation, nor is it bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20. (b) At the close of business on September 25, 2015 through the Agreement Date, each inclusive, the Company has not issued any 1997: (i) 151,410 shares of Company Common Stock except were subject to issuance pursuant to outstanding options to purchase shares of Company Common Stock under the Company's 1994 Stock Option Plan; (ii) 179,790 shares of Company Common Stock were subject to issuance pursuant to outstanding options to purchase shares of Company Common Stock under the Company's 1996 Stock Option Plan; and (iii) 100,000 shares of Company Common Stock were subject to issuance pursuant to rights to purchase shares of Company Common Stock under the 1996 Employee Stock Purchase Plan. (Stock options granted by the Company pursuant to the exercise 1994 Stock Option Plan and the 1996 Stock Option Plan are referred to in this Agreement as "Company Options"; the 1994 Stock Option Plan and the 1996 Stock Option Plan are collectively referred to as the "Company Stock Plans.") As of close of business on September 25, 1997, 100,000 shares of Company Options Common Stock were subject to issuance pursuant to outstanding warrants to purchase Company Common Stock (the "Company Warrants"). Part 2.3(b)(i) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the Capitalization Date date of this Agreement: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedules, and the vesting of Other extent to which such Company Equity Awards under the Option Plans outstanding is vested and exercisable as of the Capitalization Date. date of this Agreement; and (bvii) the date on which such Company Option expires. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which the Company has ever granted stock options, and the forms of all stock option agreements evidencing such options. Part 3.4(b2.3(b)(ii) of the Company Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including following information with respect to each such option or awardCompany Warrant: (i) the name of the holder thereofof such Company Warrant; (ii) the number of shares of Company Common Stock subject to such option or other awardCompany Warrant; (iii) the grant or issuance dateexercise price of such Company Warrant; (iv) any applicable vesting schedulethe date on which such Company Warrant was issued; and (v) with respect vesting and (vi) the date on which such Company Warrant expires. The Company has delivered to Parent an accurate and complete copy of each Company Option, (A) the exercise price and (B) the expiration dateWarrant. (c) Except as set forth in Parts 3.4(a) or 3.4(b) of the Disclosure Schedule, as of the Agreement Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (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 Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) of the Disclosure Schedule have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 30,000,000 shares of Company Common Stock, of which 20,788,385 shares were issued and outstanding (including 85,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stock, $.001 par value $0.001 per share, of which 5,788,642 shares have been issued and are outstanding as of the Companydate of this Agreement; and (ii) 5,000,000 shares of Preferred Stock, $.001 par value per share, of which no 1,428,572 shares were have been issued or and are outstanding. As of the Capitalization Date: (i) no shares of Company Common Stock were held in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plans. All of the outstanding shares of Company Common Stock and Company Preferred 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 Except as set forth in Schedule 2.3(a) of the Company Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (Ai) none of the outstanding shares of Company Common Stock are or Company Preferred Stock is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right right; (ii) none of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company; and (Biii) 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 or Company Preferred Stock; and (C) the . 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 or Company Preferred Stock. From April 20, 2015 through The Company is the Agreement Date, sole owner of each inclusive, outstanding share of capital stock and/or other equity interests in each Company Subsidiary. The exercise prices of all of the Company has not issued any Warrants exceed the Signing Date Closing Price. (b) As of the date of this Agreement: 1,191,489 shares of Company Common Stock except are subject to issuance pursuant to outstanding options to purchase shares of Company Common Stock. (Stock options granted by the Company pursuant to the exercise Company's stock option plans and otherwise are referred to in this Agreement as "Company Options."). The Company has made available to Parent (a) accurate and complete copies of all stock option plans pursuant to which the Company Options has ever granted stock options, and the forms of all stock option agreements evidencing such options and (b) a list detailing (i) each Company Option outstanding as of the Capitalization Date and date of this Agreement; (ii) the vesting of Other particular plan (if any) pursuant to which such Company Equity Awards under the Option Plans outstanding as of the Capitalization Date. was granted; (b) Part 3.4(b) of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including with respect to each such option or award: (iiii) the name of the holder thereofoptionee; (iiiv) the number of shares of Company Common Stock subject to such option or other awardCompany Option; (iii) the grant or issuance date; (iv) any applicable vesting schedule; and (v) with respect to each Company Option, (A) the exercise price of such Company Option; (vi) the date on which such Company Option was granted; (vii) the applicable vesting schedules, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (Bvii) the expiration datedate on which such Company Option expires. As of the date of this Agreement, 585,818 shares of Company Common Stock are reserved for future issuance pursuant to the Company's 1997 Employee Stock Purchase Plan (the "ESPP"). (c) Except as set forth in Parts 3.4(a) or 3.4(bSchedule 2.3(c) of the Company Disclosure Schedule, as of the Agreement Date, there is no: (i) outstanding subscription, optionoption (other than Company Options described under Section 2.3(b)), call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the CompanyCompany or any Company Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyCompany or any Company Subsidiary; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “"poison pill”") or Company Contract under which the Company or any Company Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any Company Subsidiary. (d) All outstanding shares of Company Common Stock, Stock and all outstanding shares of Company Options and other securities of the Company Preferred Stock have been issued and granted in compliance with: with (i) all applicable securities Laws laws and other applicable Laws; Legal Requirements, and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) of the Disclosure Schedule have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 85,000,000 shares of Company Common Stock, of which 20,788,385 64,365,888 shares were issued and are outstanding as of March 9, 2009; and (including 85,000 ii) 5,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stockPreferred Stock, $.001 par value $0.001 per share, of the Company, of which no shares were have been issued or are outstanding. As of the Capitalization Date: (i) no The Company does not hold any shares of Company Common Stock were held its capital stock in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plansits 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 nonassessable and free of Company Common Stock held by any of the Company Subsidiariespreemptive rights. Except as described in Part 3.4(aclauses (b), (c) or (d) of the Disclosure Schedulethis Section 3.3, as of the Agreement Date: (A) none of the outstanding shares of Company Common Stock are entitled or subject to any preemptive right, right of participation or any similar right or subject to any right of first refusal in favor of the Company; (B) 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; and (C) . None of the Company Acquired Corporations is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20. (b) As of the close of business on March 9, 2015 through the Agreement Date, each inclusive, the Company has not issued any 2009: (i) 8,599,276 shares of Company Common Stock except are subject to issuance pursuant to the exercise of Company Options outstanding as of the Capitalization Date and the vesting of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization Date. (b) Part 3.4(b) of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including with respect to each such option or award: (i) the name of the holder thereofOptions; (ii) the number of 1,511,021 shares of Company Common Stock are subject to such option issuance pursuant to Company RSUs, and from March 9, 2009 through the date hereof, no more than 240,000 additional Company RSUs have been granted or other awardauthorized for grant; (iii) the grant or no shares of Company Common Stock are subject to issuance datepursuant to Company SARs; (iv) any applicable vesting schedule400,000 shares of Company Common Stock are subject to issuance pursuant to Company Warrants; (v) 203,414 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s Employee Stock Purchase Plan (the “ESPP”); and (vvi) with respect to each 5,000,000 shares of Company Option, (A) Preferred Stock are reserved for future issuance upon exercise of the exercise price and (B) the expiration dateCompany Rights. (c) Except as set forth in Parts 3.4(a) or 3.4(b) As of the Disclosure Scheduledate of this Agreement, as 12,196,442 shares of Company Common Stock are subject to issuance pursuant to conversion rights associated with the Agreement DateConvertible Debt Securities of which: (i) 835,015 shares of Company Common Stock are subject to issuance pursuant to conversion rights associated with the Company’s 2% Senior Subordinated Convertible Debentures due 2023; (ii) 5,824,395 shares of Company Common Stock are subject to issuance pursuant to conversion rights associated with the Company’s 2.75% Senior Subordinated Convertible Notes due 2012; and (iii) 5,537,032 shares of Company Common Stock are subject to issuance pursuant to conversion rights associated with the Company’s 3.25% Senior Subordinated Convertible Notes due 2013. (d) Except for the Company Equity Awards (described in Section 3.13(a)), the Company Warrants and the Convertible Debt Securities (described in Sections 3.3(b) and 3.3(c)) and the Company Rights and the Company Rights Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Company; Acquired Corporations or (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (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 Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grantAcquired Corporations. (e) All of the outstanding shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) of the Disclosure Schedule Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”)date of this Agreement, the authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 15,000,000 shares of Company Common Stock, of which 20,788,385 29,000 shares were have been issued and outstanding (including 85,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans)are outstanding; and 15,000,000 (ii) 10,000,000 shares of preferred stock, stock (par value $0.001 per share), all of which have been designated "Series A Preferred Stock," of which 10,000,000 shares have been issued and are outstanding as of the Company, date of which no shares were issued or outstandingthis Agreement. As Each outstanding share of the Capitalization Date: (i) no shares preferred stock is convertible into one share of Company Common Stock were held in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option PlansStock. All of the outstanding shares of Company Common Stock and Company Series A Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. There As of the date of this Agreement, there are no shares of Company Common Capital Stock held by any of the other Acquired Corporations. Part 2.3(a) of the Company SubsidiariesDisclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. Except as described set forth in Part 3.4(a2.3(a) of the 11. Company Disclosure Schedule, as of the Agreement Date: (A) none of the outstanding shares of Company Common Stock are entitled or subject to any preemptive right, right of participation or any similar right or subject to any right of first refusal in favor of the Company; (B) there is no Company Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Capital Stock; and (C) . None of the Company Acquired Corporations is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Capital Stock. From April 20, 2015 through the Agreement Date, each inclusive, the . (b) The Company has not issued any reserved 1,775,000 shares of Company Common Stock except pursuant for issuance under the Stock Plan, of which options to the exercise of Company Options purchase 1,405,900 shares are outstanding as of the Capitalization Date and date of this Agreement. Part 2.3(b) of the vesting of Other Company Equity Awards under the Disclosure Schedule accurately sets forth, with respect to each Company Option Plans that is outstanding as of the Capitalization Date. (b) Part 3.4(b) date of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including with respect to each such option or awardthis Agreement: (i) the name of the holder thereofof 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 subject with respect to which such option or other awardCompany Option is immediately exercisable; (iii) the grant or issuance datedate on which such Company Option was granted and the term of such Company Option; (iv) any applicable the vesting scheduleschedule for such Company Option; and (v) with respect to each Company Option, (A) the exercise price per share of Company Common Stock purchasable under such Company Option; and (Bvi) whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the expiration dateCode. (c) Except as set forth in Parts 3.4(aPart 2.3(b) or 3.4(bPart 2.3(c) of the Company Disclosure Schedule, as of the Agreement Date, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the Knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Acquired Corporations. (d) All outstanding shares of Company Common Stock and Company Series A Preferred Stock, all outstanding Company Options and other securities all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with: with (i) all applicable securities Laws laws and other applicable Laws; Legal Requirements, and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All Except as set forth in Part 2.3(e) of the Company Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of the Delaware General Corporation Law and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (f) Except as set forth in Part 2.3(f) of the Company Subsidiaries Disclosure Schedule, all of the outstanding shares of capital stock or other ownership interests of the Entities identified as being held by the Company in Part 3.1(c2.1(a) of the Company Disclosure Schedule that have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by issued to the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.have

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 shares of Company Common Stock, of which 20,788,385 shares were issued and outstanding (including 85,000 consists of: 55,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 5,000,000 shares of preferred stock, par value $0.001 per share, of the Company, of which no shares were issued or outstandingCompany Preferred Stock. As of the Capitalization Date: (i) no October 29, 2002, 32,986,000 shares of Company Common Stock were held in the treasury have been issued and are outstanding and no shares of the Company; (ii) 1,674,902 shares of Company Common Preferred 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 have been issued and are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plansoutstanding. 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 Company Company’s Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none None of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right or subject to any right of first refusal in favor of the Company; (B) . There is no Contract to which the Company is a party and, to the Company’s knowledge, there is no Company Contract between other Persons, 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; and (C) , other than the Company Voting Agreements. None of the Acquired Corporations is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20. (b) As of October 29, 2015 through the Agreement Date, each inclusive, the Company has not issued any 2002: (i) 12,424,000 shares of Company Common Stock except are reserved for issuance pursuant to stock options under the Amended and Restated 1994 Flexible Stock Incentive Plan, as amended, of which options to acquire 5,844,523 shares of Company Common Stock are outstanding; (ii) 2,000,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the 2001 Non-Qualified Stock Incentive Plan, of which options to acquire 874,083 shares of Company Common Stock are outstanding; (iii) 300,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the ATM Technology Center 2000 Stock Option Plan, of which options to acquire 213,000 shares of Company Common Stock are outstanding; (iv) 410,000 shares of Company Common Stock are reserved for issuance pursuant to stock options under the Cylink/ARL 1997 Stock Option Plan, of which options to acquire 119,784 shares of Company Common Stock are outstanding; and (v) 322,430 shares of Company Common Stock remain available for purchase pursuant to the exercise 2000 Employee Stock Purchase Plan of the Company (the “ESPP Plan”). The outstanding stock options listed above under the Amended and Restated 1994 Flexible Stock Incentive Plan include options exercisable for 1,000 shares of Company Options outstanding Common Stock that were granted under the 1987 Non-Qualified Stock Option Plan, with the shares reserved for such options having been rolled into the Amended and Restated 1994 Flexible Stock Incentive Plan. Stock options granted by the Company pursuant to the Company Stock Option Plans, as well as any stock options granted outside of the Capitalization Date and the vesting of Other Company Equity Awards under the Stock Option Plans outstanding Plans, are referred to collectively herein as of the Capitalization Date“Company Options. (b) Part 3.4(b” Schedule 2.3(b) of the Company Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including following information with respect to each such option or awardCompany Option outstanding as of October 29, 2002: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the holder thereofoptionee; (iiiii) the number of shares of Company Common Stock subject to such option or other award; (iii) the grant or issuance dateCompany Option; (iv) any applicable vesting schedulethe current exercise price of such Company Option; and (v) with respect to each the date on which such Company Option, Option was granted; (Avi) the exercise price extent to which such Company Option is vested and (B) the expiration date. (c) Except as set forth in Parts 3.4(a) or 3.4(b) of the Disclosure Schedule, exercisable as of the Agreement Date, there is no: date of this Agreement; (ivii) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire the vesting schedule of such Company Option including any shares acceleration of the capital stock or other securities vesting upon a change in control of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (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 Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) of the Disclosure Schedule have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.;

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 30,000,000 shares of Company Common Stock, of which 20,788,385 shares were issued and outstanding (including 85,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stock, $.001 par value $0.001 per share, of which 5,788,642 shares have been issued and are outstanding as of the Companydate of this Agreement; and (ii) 5,000,000 shares of Preferred Stock, $.001 par value per share, of which no 1,428,572 shares were have been issued or and are outstanding. As of the Capitalization Date: (i) no shares of Company Common Stock were held in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plans. All of the outstanding shares of Company Common Stock and Company Preferred 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 Except as set forth in Schedule 2.3(a) of the Company Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (Ai) none of the outstanding shares of Company Common Stock are or Company Preferred Stock is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right right; (ii) none of the outstanding shares of Company Common Stock or Company Preferred Stock is subject to any right of first refusal in favor of the Company; and (Biii) 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 or Company Preferred Stock; and (C) the . 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 or Company Preferred Stock. From April 20, 2015 through The Company is the Agreement Date, sole owner of each inclusive, outstanding share of capital stock and/or other equity interests in each Company Subsidiary. The exercise prices of all of the Company has not issued any Warrants exceed the Signing Date Closing Price. 17 (b) As of the date of this Agreement: 1,191,489 shares of Company Common Stock except are subject to issuance pursuant to outstanding options to purchase shares of Company Common Stock. (Stock options granted by the Company pursuant to the exercise Company's stock option plans and otherwise are referred to in this Agreement as "Company Options."). The Company has made available to Parent (A) accurate and complete copies of all stock option plans pursuant to which the Company Options has ever granted stock options, and the forms of all stock option agreements evidencing such options and (B) a list detailing (i) each Company Option outstanding as of the Capitalization Date and date of this Agreement; (ii) the vesting of Other particular plan (if any) pursuant to which such Company Equity Awards under the Option Plans outstanding as of the Capitalization Date. was granted; (b) Part 3.4(b) of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including with respect to each such option or award: (iiii) the name of the holder thereofoptionee; (iiiv) the number of shares of Company Common Stock subject to such option or other awardCompany Option; (iii) the grant or issuance date; (iv) any applicable vesting schedule; and (v) with respect to each Company Option, (A) the exercise price of such Company Option; (vi) the date on which such Company Option was granted; (vii) the applicable vesting schedules, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (Bvii) the expiration datedate on which such Company Option expires. As of the date of this Agreement, 585,818 shares of Company Common Stock are reserved for future issuance pursuant to the Company's 1997 Employee Stock Purchase Plan (the "ESPP"). (c) Except as set forth in Parts 3.4(a) or 3.4(bSchedule 2.3(c) of the Company Disclosure Schedule, as of the Agreement Date, there is no: (i) outstanding subscription, optionoption (other than Company Options described under Section 2.3(b)), call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the CompanyCompany or any Company Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyCompany or any Company Subsidiary; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “"poison pill”") or Company Contract under which the Company or any Company Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any Company Subsidiary. (d) All outstanding shares of Company Common Stock, Stock and all outstanding shares of Company Options and other securities of the Company Preferred Stock have been issued and granted in compliance with: with (i) all applicable securities Laws laws and other applicable Laws; Legal Requirements, and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) of the Disclosure Schedule have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 41,666,667 shares of Company Common Stock, of which 20,788,385 (A) 25,535,101 shares had been issued and were outstanding as of June 18, 2012 (the “Capitalization Date”) and (B) no shares were issued held by the Company in its treasury as of the Capitalization Date; and outstanding (including 85,000 ii) 3,333,333 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stock, par value $0.001 per share, of the CompanyPreferred Stock, of which no shares were are issued or outstanding. outstanding or are held by the Company in its treasury. (b) As of the Capitalization Date: (i) no 1,109,247 shares of Company Common Stock were held in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were are subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iiiii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plans. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. There are no shares of Company Common Stock held by any of the Company Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none of the outstanding 1,354,651 shares of Company Common Stock are entitled or subject to any preemptive right, right of participation or any similar right or subject issuance pursuant to any right of first refusal in favor of the Companyoutstanding Company RSUs; (Biii) 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; and (C) 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. From April 20, 2015 through the Agreement Date, each inclusive, the Company has not issued any 195,400 shares of Company Common Stock except are Company Restricted Shares; and (iv) 2,193,415 shares of Company Common Stock are reserved for future issuance pursuant to the exercise of Company Options outstanding as Equity Plans. The Company has delivered or made available to Parent true and complete copies of the Capitalization Date Company Equity Plans and the vesting forms of Other stock option, restricted stock unit and restricted share agreements evidencing the Company Options, Company RSUs and Company Restricted Shares, respectively (together, the “Equity Awards under the Option Plans outstanding as of the Capitalization Date. (b) Part 3.4(bAward Documentation”). Section 2.3(b) of the Company Disclosure Schedule sets forth a correct true and complete list of all the outstanding Company Options Options, Company Restricted Shares and Other Company Equity Awards outstanding RSUs as of the Capitalization Date, including with respect (to the extent applicable) the date on which each such option Company Option, Company Restricted Share or award: (i) the name of the holder thereof; (ii) Company RSU was granted, the number of shares of Company Common Stock subject to such option or other award; (iii) the grant or issuance date; (iv) any applicable vesting schedule; and (v) with respect to each Company Option, (A) the exercise price and (B) Company Restricted Share or Company RSU, the expiration datedate of such Company Option, Company Restricted Share or Company RSU and the price at which such Company Option may be exercised under the applicable Equity Award Documentation. (c) All of the issued and outstanding shares of Company Common Stock have been, and all shares of Company Common Stock that may be issued pursuant to the Company Options, the Company RSUs and the Company Equity Plans will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, and are (or in the case of shares of Company Common Stock not yet issued, will be) fully paid and nonassessable and free of preemptive rights. Except as set forth described in Parts 3.4(aSection 2.3(a), Section 2.3(b) or 3.4(band Section 2.3(d) in the case of Subsidiaries of the Disclosure ScheduleCompany, and except for changes since the close of business on the Capitalization Date resulting from the exercise of Company Options or the vesting of Company RSUs, as of the Agreement Datedate of this Agreement, there is are no: (i) shares of capital stock or other voting securities or equity interests of the Company or any of its Subsidiaries, (ii) outstanding subscriptionsubscriptions, optionoptions, callcalls, warrant warrants, rights, commitments or right (whether or not currently exercisable) agreements to acquire or that obligate the Company or any of its Subsidiaries to issue any shares of the capital stock or other equity securities or voting interests of the CompanyCompany or any of its Subsidiaries; (iiiii) restricted shares, stock appreciation rights, redemption rights, repurchase rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of the Company or any of its Subsidiaries or other equity equivalent or equity-based awards or rights; or (iv) outstanding securitysecurities, instrument instruments or obligation obligations of the Company or any of its Subsidiaries that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities equity security or voting interest of the Company; Company or any of its Subsidiaries (iiithe items in clauses (i) rights agreementthrough (iv), stockholder rights plan (or similar plan commonly referred to as a collectively, the “poison pillCompany Securities”) or Company Contract under which ). There are no outstanding obligations of the Company is or may become obligated any of its Subsidiaries to sell repurchase, redeem or otherwise issue acquire any shares Company Securities, other than pursuant to the Equity Award Documentation. Neither the Company nor any of its capital stock Subsidiaries is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any antidilutive rights, rights of first refusal or preemptive rights of any kind which obligate the Company or any of its Subsidiaries to issue or deliver any Company Securities or other securitiessimilar rights with respect to any Company Securities, other than pursuant to the Equity Award Documentation. (d) All outstanding shares of Company Common Stock, Company Options and other securities Section 2.3(d) of the Company have been Disclosure Schedule sets forth a true and complete list of each Subsidiary of the Company, including its jurisdiction of incorporation or formation (or similar concept), and, if not wholly-owned, directly or indirectly, by the Company, its issued and granted in compliance with: (i) all applicable securities Laws outstanding capital stock and ownership information with respect to its capital stock. Except for the capital stock of, or other applicable Laws; and (ii) all requirements set forth in applicable equity or voting interests in, its Subsidiaries, the Company Contractsdoes not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture interest or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, nor is it or any of its Subsidiaries under any obligation to form or participate in, provide funds to or make any loan, capital contribution, guarantee, credit enhancement or other investment in, any Person. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the outstanding shares of capital stock or other equity interests of each of the Company Company’s Subsidiaries identified as being held by the Company in Part 3.1(c) of the Disclosure Schedule have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are wholly owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, Liens other than restrictions Permitted Liens. (e) The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on transfer imposed by applicable securities Lawsany matter.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of 32,500,000 150,000,000 shares of Company Common Stock, par value $0.01 per share, of which 20,788,385 46,989,720 shares were issued and outstanding (including 85,000 as of April 16, 2007; and 5,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stockPreferred Stock, par value $0.001 0.01 per share, of which (1) 2,000,000 shares have been designated as Series X Junior Participating Preferred Stock and were reserved for issuance upon the Company, exercise of which rights granted under the Company Rights Agreement and (2) no shares were have been issued or are outstanding. As of the Capitalization DateApril 16, 2007: (i) no shares of Company Common Stock were are held in the treasury of the Company; (ii) 1,674,902 6,708,885 shares of Company Common Stock were are subject to issuance pursuant to outstanding stock options granted under the Option Plans 1989 Plan and the 1999 Plan (stock options granted by the Company pursuant to the Option Plans 1989 Plan, the 1999 Plan or otherwise are referred to collectively herein as “Company Options”); and (iii) 440,781 1,001,496 shares of Company Common Stock were are subject to issuance pursuant to restricted stock unit awards the Company SARs granted under the Option Plans1999 Plan; (iv) 110,934 shares of Company Common Stock are subject to issuance pursuant to Company Stock Units held pursuant to the terms of the Deferred Compensation Plan; and (v) 1,221,972 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s ESPP. Of the shares of Company Common Stock, stock options, and Company SARs outstanding, 4,090,174 are subject to vesting under the terms of the 1999 Plan and the Director Grant Plan. 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 Company Company’s Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none None of the outstanding shares of Company Common Stock are entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right or subject to any right of first refusal in favor of the Company; (B) Company and, other than the ValueAct 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 granting any option or similar right with respect to), any shares of Company Common Stock; and (C) the Company . No Acquired Corporation 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. From April 20The Company is not a party to any voting agreements with respect to any shares of capital stock of, 2015 through the Agreement Date, each inclusiveor other equity or voting interests in, the Company has not issued or any of its Subsidiaries other than the ValueAct Voting Agreement and, to the Knowledge of the Company, other than the Voting Agreements there are no irrevocable proxies and no voting agreements with respect to any shares of capital stock of, or voting interests in, the Company Common Stock except pursuant to or any of its Subsidiaries. The “Separation Time” (as defined in the exercise of Company Options outstanding as of the Capitalization Date and the vesting of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization DateRights Agreement) has not occurred. (b) Part 3.4(b2.4(b) of the Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including following information with respect to each such option or awardCompany Option outstanding as of April 16, 2007: (i) the name of the holder thereofoptionee; (ii) the number of shares of Company Common Stock subject to such option or other awardCompany Option; (iii) the grant or issuance dateexercise price of such Company Option; (iv) any applicable vesting schedulethe date on which such Company Option was granted; (v) the extent to which such Company Option is vested and exercisable as of the Agreement Date; and (vvi) 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 all currently outstanding Company Stock Awards were granted, and the forms of all stock option agreements evidencing such options. (c) Part 2.4(c) of the Disclosure Schedule sets forth the following information with respect to each Company OptionSAR outstanding as of April 16, 2007: (Ai) the name of the holder of such Company SAR; (ii) the number of shares of Company Common Stock subject to such Company SAR; (iii) the exercise price of such Company SAR; (iv) the date on which such Company SAR was granted; (v) the extent to which such Company SAR is vested and exercisable as of the Agreement Date; and (Bvi) the expiration datedate on which such Company SAR expires. The Company has made available to Parent accurate and complete copies of all plans pursuant to which all currently outstanding Company SARs were granted, and the forms of all agreements evidencing such Company SARs. (cd) Part 2.4(d) of the Disclosure Schedule sets forth the following information with respect to each Company Stock Unit outstanding as of April 16, 2007: (i) the name of the beneficial holder of such Company Stock Unit; (ii) the number of shares of Company Common Stock subject to such Company Stock Unit; (iii) the extent to which such Company Stock Unit is vested as of the Agreement Date; and (iv) the date, if any, on which such Company Stock Unit expires. (e) Except as set forth in Parts 3.4(aSections 2.4(a), 2.4(b), 2.4(c) or 3.4(b2.4(d) above, and except as set forth in Part 2.4(e) of the Disclosure Schedule, as Schedule and for rights under the ESPP to purchase shares of the Agreement DateCompany Common Stock, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations or otherwise has the right to vote on any matters on which the stockholders of any Acquired Corporation have the right to vote; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which any of the Company is Acquired Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; (iv) stock appreciation rights, phantom stock awards or other similar rights that are linked to the value of the Company Common Stock or the value of the Company or any part thereof, or (v) to the Company’s Knowledge, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations from any Acquired Corporation (items “(i)” through “(v)” above, collectively, “Company Stock Rights”). (df) All outstanding shares of Company Common Stock, Company Options Options, Company SARs, Company Stock Units and other securities of the Company have been issued and granted in compliance with: (i) all applicable securities Laws laws and other applicable LawsLegal Requirements; and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (eg) All of the shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) each of the Disclosure Schedule Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company or a wholly another wholly-owned Subsidiary of the Company, free and clear of any EncumbrancesEncumbrances (except as set forth in Part 2.4(g) of the Disclosure Schedule), other than restrictions on transfer imposed by applicable securities Lawslaws.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 shares of Company Common Stock, of which 20,788,385 shares were issued and outstanding (including 85,000 consists of: 20,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 1,000,000 shares of preferred stock, par value $0.001 per share, of the Company, of which no shares were issued or outstandingCompany Preferred Stock. As of the Capitalization Date: (i) no September 18, 2001, 8,932,169 shares of Company Common Stock were held in the treasury have been issued and are outstanding and no shares of the Company; (ii) 1,674,902 Company Preferred Stock have been issued and are outstanding. The Company has designated up to 17,500 shares of Company Common Preferred Stock were subject to for issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Plansits Rights Agreement. 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 Company Company's Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none None of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right of participation participation, right of maintenance or any similar right or subject to any right of first refusal in favor of the Company; (B) . There is no Contract to which the Company is a party and, to the Company's knowledge, except for the Voting Agreement, there is no Company Contract between other Persons, 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; and (C) . None of the Company Acquired Corporations is not under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20. (b) As of September 18, 2015 through the Agreement Date, each inclusive, the Company has not issued any 2001: (i) 1,750,000 shares of Company Common Stock except are reserved for issuance pursuant to stock options (the "Employee Options") under the BTG, Inc. 1995 Employee Stock Option Plan, as amended (the "Employee Option Plan"), 1,564,109 of which have been granted and are outstanding; (ii) 100,000 shares of Company Common Stock are reserved for issuance pursuant to stock options (the "Director Options") under the BTG, Inc. Second Amended and Restated Directors Stock Option Plan (the "Director Option Plan"), of which options to acquire 97,000 shares of Company Common Stock are outstanding; (iii) 229,376 shares of Company Common Stock remain available for purchase pursuant to the exercise Amended and Restated Employee Stock Purchase Plan of BTG, Inc. dated August 14, 1996 (the "Company ESPP"); (iv) 36,438 shares of Company Options outstanding Common Stock remain available for purchase pursuant to the 1997 Non-Employee Director Stock Purchase Plan (the "Director ESPP"); and (v) 32,073 shares of Company Common Stock remain available for purchase under the BTG, Inc. Annual Leave Stock Plan (the "Leave ESPP", and together with the Company ESPP and the Director ESPP, the "ESPP Plans"). (Stock options granted by the Company pursuant to the Company Stock Option Plans, as well as any stock options granted outside of the Capitalization Date and the vesting of Other Company Equity Awards under the Stock Option Plans outstanding Plans, are referred to collectively herein as of the Capitalization Date"Company Options". (b) Part 3.4(bSchedule 2.3(b) of the Company Disclosure Schedule sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including following information with respect to each such option or awardCompany Option outstanding as of September 18, 2001: (i) the particular plan pursuant to which such Company Option was granted; (ii) the name of the holder thereofoptionee; (iiiii) the number of shares of Company Common Stock subject to such option or other award; (iii) the grant or issuance dateCompany Option; (iv) any applicable vesting schedulethe exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (vvii) with respect to each the vesting schedule of such Company Option. The Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted Company Options, and the forms of all stock option agreements evidencing such options. Between September 18, 2001 and the date of this Agreement, the Company has not (Ai) issued any subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the exercise price and capital stock or other securities of the Company or (Bii) issued any capital stock of the expiration dateCompany other than pursuant to stock options outstanding as of September 18, 2001. (c) Except as set forth in Parts 3.4(aSection 2.3(a) or 3.4(bSection 2.3(b) of the Disclosure Schedule, as of the Agreement Dateabove, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iii) rights agreement, stockholder shareholder rights plan (or similar plan commonly referred to as a “"poison pill”") or Company Contract under which any of the Company is Acquired Corporations are or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations (items (i) through (iv) above, collectively, "Company Stock Rights"). (d) All outstanding shares of Company Common Stock, all outstanding Company Options and other securities all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance with: with (i) all applicable securities Laws laws and other applicable Laws; Legal Requirements, and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the outstanding shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) each of the Disclosure Schedule Company's Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 120,000,000 shares of Company Common Stock, of which 20,788,385 shares were issued and outstanding (including 85,000 ii) 12,000,000 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans); and 15,000,000 shares of preferred stockPreferred Stock, par value $0.001 per share, of the Company, of which no shares were have been issued or are outstanding. As of the Capitalization close of business on August 9, 2016 (the “Measurement Date: (i) no ”), the Company held 2,315,036 shares of Company Common Stock were held in the treasury of the Company; (ii) 1,674,902 its treasury, 38,752,915 shares have been issued and are outstanding, 1,103,903 shares of Company Common Stock were are subject to issuance pursuant to Company Options (whether granted and outstanding stock options granted under the Option Company Equity Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”or otherwise); and (iii) 440,781 , 1,755,925 shares of Company Common Stock were are subject to issuance pursuant to restricted stock unit awards RSUs (whether performance or time based and whether granted under the Option PlansCompany Equity Plans or otherwise) and 1,340,017 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s 2005 Employee Stock Purchase Plan, as amended (the “ESPP”). As of the Measurement Date, the Company had no shares of Company Restricted Stock outstanding. None of the Company Subsidiaries holds or has held any shares of the Company’s capital stock. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. There are no shares of Company Common Stock held by any of the Company Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none None of the outstanding shares of Company Common Stock are is entitled or subject to any preemptive right, right . None of participation or any similar right or the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; (B) there is no . None of the Company Contract and the Company Subsidiaries are parties to any Contracts 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; Stock or equity interests in any Company Subsidiary. Except as set forth in Part 2.3(a) of the Disclosure Schedule, between the Measurement Date and (C) 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 execution of Company Common Stock. From April 20, 2015 through the Agreement Date, each inclusivethis Agreement, the Company has not sold or issued any shares of Company Common Stock except pursuant its capital stock, option, award of restricted stock, restricted stock unit, warrant, interest or right (whether or not exercisable, convertible or exchangeable) to the exercise acquire any shares of Company Options outstanding as or interest in capital stock or other securities of the Capitalization Date and the vesting of Other Company Equity Awards under the Option Plans outstanding as of the Capitalization DateCompany. (b) Part 3.4(b2.3(b)(i) of the Disclosure Schedule sets forth a correct and complete list report generated by the Company’s internal systems as of all the Measurement Date, which includes each Company Options and Other Company Equity Awards Option outstanding as of the Capitalization Measurement Date, including with respect to each such option or awardand is an accurate and complete report that includes the following information: (iA) the particular Company Equity Plan or non-plan arrangement pursuant to which such Company Option was granted, if applicable; (B) the name of the holder thereofoptionee; (iiC) the number of shares of Company Common Stock subject to such option or other awardCompany Option; (iii) the grant or issuance date; (iv) any applicable vesting schedule; and (v) with respect to each Company Option, (AD) the exercise price of such Company Option; (E) the date on which such Company Option was granted; (F) whether the Company Option is intended to qualify as an “incentive stock option” under section 422 of the Code; and (BG) the expiration dateextent to which such Company Option is vested and exercisable as of the date of this Agreement. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company and all other applicable Legal Requirements, the per share exercise price of each Company Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company. The Company has Made Available to Parent accurate and complete copies of all stock option and equity-based compensation plans pursuant to which any stock options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) were granted and are outstanding as of the Measurement Date, and the forms of all equity-based award agreements evidencing such options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise). Part 2.3(b)(ii) of the Disclosure Schedule sets forth a report generated by the Company’s internal systems as of the Measurement Date, which includes each share of Company Restricted Stock outstanding as of the Measurement Date, and is an accurate and complete report that includes the following information: (1) the particular Company Equity Plan or non-plan arrangement pursuant to which such share of Company Restricted Stock was issued, if applicable; (2) the name of the holder thereof; (3) the number of shares of Company Restricted Stock held by such holder; (4) the date on which such Company Restricted Stock was issued; and (5) the extent to which such Company Restricted Stock is vested as of the date of this Agreement. Part 2.3(b)(iii) of the Disclosure Schedule sets forth a report generated by the Company’s internal systems as of the Measurement Date, which includes each Company RSU outstanding as of the Measurement Date, and is an accurate and complete report that includes the following information: (v) an identifying grant number; (w) the number of shares of Company Common Stock covered under such outstanding Company RSU held by such holder; (x) the date on which such Company RSU was granted; and (y) the applicable vesting schedule, and the extent to which such Company RSU is vested. (c) Except Other than as set forth in Parts 3.4(aSections 2.3(a) or 3.4(b) of the Disclosure Schedule, as of the Agreement Dateand 2.3(b), there is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) none of the Acquired Corporations has committed itself or made any agreements with any Acquired Corporation Service Provider for any future grant of capital stock or other equity securities of any Acquired Corporation. (d) All outstanding shares of Company Common Stock, Company Options Options, Company RSUs and other equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Company Acquired Corporations have been issued and granted in compliance with: (i) all applicable securities Laws laws, the Code and all other applicable LawsLegal Requirements; and (ii) all requirements set forth in applicable Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grant. (e) All of the outstanding shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) each of the Disclosure Schedule Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and free of preemptive rights, and are owned beneficially and of record by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances, other than restrictions on transfer imposed by applicable securities Laws.

Capitalization, Etc. (a) As of April 19, 2015 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of 32,500,000 consists of: (i) 300,000,000 shares of Company Common Stock; and (ii) 2,000,000 shares of preferred stock, $0.01 par value per share (“Company Preferred Stock”). As of which 20,788,385 shares were issued and outstanding 5:00 p.m. (including 85,000 California time) on January 11, 2024 (the “Company Listing Date”): (A) 86,917,171 shares of Company Common Stock subject to issuance pursuant to unvested restricted stock awards granted under the Option Plans)were issued and outstanding; (B) no shares of Company Preferred Stock were issued and outstanding; and 15,000,000 shares of preferred stock, par value $0.001 per share, of the Company, of which no shares were issued or outstanding. As of the Capitalization Date: (iC) no 8,350,136 shares of Company Common Stock were held in the treasury of the Company; (ii) 1,674,902 shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted under the Option Plans (stock options granted by the Company pursuant to the Option Plans are referred to collectively herein as “Company Options”); and (iii) 440,781 shares of Company Common Stock were subject to issuance pursuant to restricted stock unit awards granted under the Option Planstreasury shares. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, issued and are fully paid and nonassessablenonassessable and free of any preemptive rights. There are no shares of Company Common Stock held by any of the Company Company’s Subsidiaries. Except as described in Part 3.4(a) of the Disclosure Schedule, as of the Agreement Date: (A) none of the outstanding shares of Company Common Stock are entitled or subject to any preemptive right, right of participation or any similar right or subject to any right of first refusal in favor of the Company; (B) there 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; . Except pursuant to Company Equity Plans and (C) the agreements evidencing outstanding Company Equity Awards issued thereunder, none of the Acquired Companies is not under any obligation obligation, or is bound by any Contract pursuant to which it is, or may become obligated become, obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. From April 20, 2015 through Stock or other securities of the Agreement Date, each inclusive, Company. (b) As of 5:00 p.m. (California time) on the Company has not issued any Listing Date: (i) 100,670 shares of Company Common Stock except were subject to issuance pursuant to Company options granted and outstanding under the Company Equity Plans ( “Company Options”); (ii) 671,653 shares of Company Common Stock are reserved for future issuance pursuant to the exercise Company’s 2022 Employee Stock Purchase Plan (the “Company ESPP”); (iii) 1,346,526 shares of Company Options outstanding as of the Capitalization Date and the Common Stock were issuable upon settlement or vesting of Other outstanding Company restricted stock units (“Company RSUs”) (which includes any deferred stock units); (iv) no shares of Company Common Stock were subject to stock appreciation rights, whether granted under the Company Equity Plans or otherwise; (v) no Company Equity Awards were outstanding other than those granted under the Company Equity Plans; and (vi) 3,050,285 shares of Company Common Stock were reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Equity Plans. The exercise price of each Company Option Plans outstanding is no less than the fair market value of a share of Company Common Stock as determined on the date of the Capitalization Dategrant of such Company Option. (bc) Part 3.4(b2.3(c) of the Company Disclosure Schedule accurately sets forth a correct and complete list of all Company Options and Other Company Equity Awards outstanding as of the Capitalization Date, including following information with respect to each such option or awardCompany Equity Award outstanding as of 5:00 p.m. (California time) on the Company Listing Date: (i) the name Company Equity Plan (if any) pursuant to which such Company Equity Award was granted; (ii) the identification number of the holder thereofof such Company Equity Award; (iiiii) the number of shares of Company Common Stock subject to such option or other award; Company Equity Award (iii) including, for Company Equity Awards subject to performance-based vesting requirements, if any, both the grant or issuance datetarget and the maximum number of shares of Company Common Stock); (iv) any the exercise price (if any) of such Company Equity Award; (v) the date on which such Company Equity Award was granted; (vi) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and/or exercisable; (vii) the date on which such Company Equity Award expires; and (vviii) with respect to each if such Company Equity Award is a Company Option, whether it is an “incentive stock option” (Aas defined in the Code) the exercise price and (B) the expiration dateor a non-qualified stock option. (cd) Except (x) as set forth in Parts 3.4(aSections 2.3(a) or 3.4(band 2.3(b) and in Part 2.3(c) of the Company Disclosure Schedule, (y) for changes since 5:00 p.m. (California time) on the Company Listing Date resulting from the exercise of Company Options or the vesting of Company RSUs, in each case, outstanding as of the Agreement Date, there is no: Company Listing Date and in accordance with their terms and (z) as may be issued in compliance with Section 4.2(b)(ii): (i) the Company does not have any shares of capital stock or other equity interests outstanding; and (ii) there is no (A) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Company; Acquired Companies, (iiB) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Company; Acquired Companies or (iiiC) rights agreement, stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Company Contract under which any of the Company is Acquired Companies is, or may become become, obligated to sell or otherwise issue any shares of its capital stock or any other securities. (de) All outstanding shares of Company Common Stock, Company Options options, warrants, equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Company Acquired Companies have been issued and granted in compliance with: (i) all applicable securities Laws and other applicable LawsLegal Requirements; and (ii) all requirements set forth in applicable Contracts to which the Company Contracts. No Company Option was issued with an exercise price less than fair market value on the date of grantis a party. (ef) All outstanding Company Options and Company RSUs were issued and granted in compliance with the Company Equity Plan and all applicable Legal Requirements. (g) All of the outstanding shares of capital stock of the Company Subsidiaries identified as being held by the Company in Part 3.1(c) each of the Disclosure Schedule Company’s Subsidiaries have been duly authorized and validly issued, issued and are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and rights (other than in favor of record by the Company or a wholly owned Subsidiary of the Company), and are owned directly or indirectly by the Company (except for de minimis equity interests held by a third party for local regulatory reasons), free and clear of any Encumbrances, other than Permitted Encumbrances and restrictions on transfer imposed by under applicable securities Lawslaws.