Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 75,000,000 shares of Company Common Stock, of which 32,751,356 shares (including 170,420 shares of Company Restricted Stock) have been issued and are outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Company Preferred Stock, no par value per share, of which no shares have been issued or are outstanding. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable. There are no shares of Company Common Stock held by any Subsidiary of the Company. None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company. There is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(ii) of the Disclosure Schedule describes all repurchase rights held by the Company with respect to shares of Company Common Stock (whether such shares were issued pursuant to the exercise of Company Options or otherwise). (b) As of the date of this Agreement, 1,279,851 shares of Company Common Stock are subject to issuance pursuant to Company Options (whether granted and outstanding under the Company Option Plans or otherwise). Part 3.3(b)(i) of the Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Option was granted, if applicable; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) whether the Company Option is intended to qualify as an “incentive stock option” under section 422 of the Code; (vii) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (viii) the date on which such Company Option expires. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company and all other applicable Legal Requirements, the per share exercise price of each Company Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with generally accepted accounting principles in the United States in the financial statements (including the related notes) of the Company. The Company has Made Available to Parent accurate and complete copies of all stock option and equity-based compensation plans pursuant to which any of the Acquired Corporations has granted stock options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) currently outstanding or exercised since January 1, 2004, and the 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). As of the date of this Agreement, 170,420 shares of Company Restricted Stock have been issued or are outstanding. Part 3.3(b)(ii) of the Disclosure Schedule sets forth the following information with respect to each share of Company Restricted Stock outstanding as of the date of this Agreement: (A) the particular Company Option Plan or non-plan arrangement pursuant to which such share of Company Restricted Stock was issued, if applicable; (B) the name of the holder thereof; (C) the number of shares of Restricted Company Stock held by such holder; (D) the date on which such Company Restricted Stock was issued; and (E) the applicable vesting schedule, and the extent to which such Restricted Company Stock is vested as of the date of this Agreement. As of the date of this Agreement, Company Restricted Stock Units covering 10,050 shares of Company Common Stock are outstanding. Part 3.3(b)(iii) of the Disclosure Schedule sets forth the following information with respect to each Company Restricted Stock Unit outstanding as of the date of this Agreement: (1) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (2) the name of the holder thereof; (3) the number of shares of Company Common Stock covered under such outstanding Company Restricted Stock Unit held by such holder; (4) the date on which such Company Restricted Stock Unit was granted; and (5) the applicable vesting schedule, and the extent to which such Restricted Company Stock Unit is vested as of the date of this Agreement. (c) 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 Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may (given the lapse of time or the satisfactions of conditions therein or otherwise) become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; (iii) shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may (given the lapse of time or the satisfaction of conditions therein or otherwise) become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that provides a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (d) All outstanding shares of Company Common Stock, options, 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 with: (i) all applicable securities laws, the Code and all other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and free of preemptive rights and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 75,000,000 100,000,000 shares of Company Common Stock, of which 32,751,356 15,371,121 shares (including 170,420 shares of Company Restricted Stock) have been were issued and are outstanding as of the date of this Agreement; and (ii) 5,000,000 one (1) share of Company Class B Common Stock, which is not issued or outstanding; and (iii) 10,000,000 shares of Company Preferred Stock, no par value per share, of which no shares have been are issued or are outstanding. The As of the date of this Agreement, (1) 1,384,576 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options, (2) 2,241,688 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants, and (3) the Company does not hold any shares of its capital stock Company Common Stock in its treasury. . (b) All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable. There are no shares of Company Common Stock held by any Subsidiary of the Companynonassessable. None of the outstanding shares of Company Common Stock is entitled or subject to to, or was issued in violation of, any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company. There To the knowledge of the Company, there is no Company Contract currently in effect relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations The Company is not under any obligation obligation, nor is it bound by any Contract to repurchaseacquire, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(ii) of Stock or other securities, except for the Disclosure Schedule describes all repurchase rights held by the Company with respect Company’s right to acquire restricted shares of Company Common Stock (whether held by a Company Employee upon termination of such shares were issued pursuant to the exercise of Company Options or otherwise)Employee’s employment. (bc) As Except for (i) the outstanding Company Options described in Section 2.2(a)(1) above and as set forth in Schedule 2.2(c)-1 of the Company Disclosure Schedule and (ii) the outstanding Company Warrants described in Section 2.2(a)(2) above and set forth in Schedule 2.2(c)-2 of the Company Disclosure Schedule, as of the date of this Agreement, 1,279,851 shares of Company Common Stock are subject to issuance pursuant to Company Options (whether granted and outstanding under the Company Option Plans or otherwise). Part 3.3(b)(i) of the Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Option was granted, if applicable; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) whether the Company Option there is intended to qualify as an “incentive stock option” under section 422 of the Code; (vii) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (viii) the date on which such Company Option expires. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company and all other applicable Legal Requirements, the per share exercise price of each Company Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with generally accepted accounting principles in the United States in the financial statements (including the related notes) of the Company. The Company has Made Available to Parent accurate and complete copies of all stock option and equity-based compensation plans pursuant to which any of the Acquired Corporations has granted stock options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) currently outstanding or exercised since January 1, 2004, and the 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). As of the date of this Agreement, 170,420 shares of Company Restricted Stock have been issued or are outstanding. Part 3.3(b)(ii) of the Disclosure Schedule sets forth the following information with respect to each share of Company Restricted Stock outstanding as of the date of this Agreementno: (A) the particular Company Option Plan or non-plan arrangement pursuant to which such share of Company Restricted Stock was issued, if applicable; (B) the name of the holder thereof; (C) the number of shares of Restricted Company Stock held by such holder; (D) the date on which such Company Restricted Stock was issued; and (E) the applicable vesting schedule, and the extent to which such Restricted Company Stock is vested as of the date of this Agreement. As of the date of this Agreement, Company Restricted Stock Units covering 10,050 shares of Company Common Stock are outstanding. Part 3.3(b)(iii) of the Disclosure Schedule sets forth the following information with respect to each Company Restricted Stock Unit outstanding as of the date of this Agreement: (1) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (2) the name of the holder thereof; (3) the number of shares of Company Common Stock covered under such outstanding Company Restricted Stock Unit held by such holder; (4) the date on which such Company Restricted Stock Unit was granted; and (5) the applicable vesting schedule, and the extent to which such Restricted Company Stock Unit is vested as of the date of this Agreement. (c) There is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) pursuant to a Contract to which the Company or any of its Subsidiaries is a party to acquire any shares of the capital stock or other securities of the Company or any of the Acquired Corporationsits Subsidiaries; (iiB) outstanding security, instrument or obligation that is or may (given the lapse of time or the satisfactions of conditions therein or otherwise) become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsCompany or any of its Subsidiaries; or (iiiC) shareholder stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of the Acquired Corporations its Subsidiaries is or may (given the lapse of time or the satisfaction of conditions therein or otherwise) become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that provides a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (d) All outstanding shares Each share of Company Common Stock, options, equity-based compensation awards (whether payable in equity, cash Stock outstanding immediately prior to the Effective Time that is restricted and not fully vested under any applicable restricted stock agreement or otherwise) other Contract with the Company will become fully vested and other securities unrestricted as of the Acquired Corporations have been issued and granted in compliance with: (i) all applicable securities laws, the Code and all other applicable Legal Requirements; and (ii) all requirements set forth in applicable ContractsEffective Time. (e) All of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and free of preemptive rights and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock Share Capital of the Company consists of: of 100,000,000 shares of stock, consisting of (iA) 75,000,000 93,652,473 shares of Company Common StockOrdinary Shares, of which 32,751,356 2,305,290 shares (including 170,420 shares of Company Restricted Stock) have been issued and are outstanding as of the date of this Agreement; , plus an indeterminate number of up to 2,000,000 Ordinary Shares being issued to investors in connection with the SPAs, and (iiB) 5,000,000 6,347,527 shares of Company Series A Preferred Stock, no par value per shareShares, of which no 759,086 shares have been issued or and are outstandingoutstanding as of the date of this Agreement (all shares prescribed under subsections (A) and (B) which are issued and/or otherwise issuable on the Closing pursuant to the transactions contemplated herein, shall be together referred to as the “Company Share Capital”). The Company does not hold any shares of its share capital stock in its treasury. All of the outstanding shares of Company Common Stock Share Capital that have been actually issued (or upon their issuance in connection with the transactions contemplated herein and subject to the terms and conditions prescribed herein and therein), have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable. There are no shares of The Company Common Stock held is not under any obligation, nor is bound by any Subsidiary of the Company. None of the outstanding shares of Company Common Stock is entitled or subject Contract pursuant to any preemptive rightwhich it may become obligated, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company. There is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations is under any obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockShare Capital. Part 3.3(a)(ii) Notwithstanding the above, the Company's Preferred Shares will be converted into Company Ordinary Shares in connection with the Closing on a 1:1 basis, and that an additional 1,397,068 Company Ordinary Shares will be issued at Closing to holders of the Disclosure Schedule describes all repurchase rights held convertible notes issued by the Company with respect to shares of Company Common Stock (whether such shares were issued pursuant to the exercise of Company Options or otherwise)Company. (b) As of the date of this Agreement, 1,279,851 538,573 shares of Company Common Stock Ordinary Shares are subject to issuance pursuant to outstanding Company Options. All outstanding Company Options (whether were granted and outstanding under the Company Option Plans or otherwise). Part 3.3(b)(i) of the Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Option was granted, if applicable; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) whether the Company Option is intended to qualify as an “incentive stock option” under section 422 of the Code; (vii) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (viii) the date on which such Company Option expires. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company and all other applicable Legal Requirements, the per share exercise price of each Company Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with generally accepted accounting principles in the United States in the financial statements (including the related notes) of the CompanyPlan. The Company has Made Available to Parent accurate Option Plan is binding upon and complete copies of enforceable by the Company against all stock option and equity-based compensation plans pursuant to which any of the Acquired Corporations has granted stock options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) currently outstanding or exercised since January 1, 2004, and the 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). As of the date of this Agreement, 170,420 shares holders of Company Restricted Stock have been issued or are outstanding. Part 3.3(b)(ii) of the Disclosure Schedule sets forth the following information with respect Options, subject to each share of Company Restricted Stock outstanding as of the date of this Agreement: (A) the particular Company Option Plan or non-plan arrangement pursuant to which such share of Company Restricted Stock was issued, if applicable; (B) the name of the holder thereof; (C) the number of shares of Restricted Company Stock held by such holder; (D) the date on which such Company Restricted Stock was issued; and (E) the applicable vesting schedule, and the extent to which such Restricted Company Stock is vested as of the date of this Agreement. As of the date of this Agreement, Company Restricted Stock Units covering 10,050 shares of Company Common Stock are outstanding. Part 3.3(b)(iii) of the Disclosure Schedule sets forth the following information with respect to each Company Restricted Stock Unit outstanding as of the date of this Agreement: (1) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (2) the name of the holder thereof; (3) the number of shares of Company Common Stock covered under such outstanding Company Restricted Stock Unit held by such holder; (4) the date on which such Company Restricted Stock Unit was granted; and (5) the applicable vesting schedule, and the extent to which such Restricted Company Stock Unit is vested as of the date of this Agreement. (c) There is no: (i) outstanding equity-based compensation awardlaws of general application relating to bankruptcy, subscriptioninsolvency, optionreorganization, callmoratorium and the enforcement of creditors’ rights generally, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may (given the lapse of time or the satisfactions of conditions therein or otherwise) become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; (iii) shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may (given the lapse of time or the satisfaction of conditions therein or otherwise) become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that provides a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (d) All outstanding shares of Company Common Stock, options, 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 with: (i) all applicable securities laws, the Code and all other applicable Legal Requirements; and (ii) all requirements set forth rules of law governing specific performance, injunctive relief and other equitable remedies. In addition, there will an indeterminate number of up to 2,000,000 Company Ordinary Shares subject to issuance pursuant to warrants being issued to investors in applicable Contracts. (e) All connection with the Closing within the scope of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and free of preemptive rights and are owned beneficially and of record by the Company, free and clear of any EncumbrancesSPAs (“Company Warrants”).

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 75,000,000 200,000,000 shares of Company Common Stock, of which 32,751,356 105,677,486 shares (including 170,420 shares of Company Restricted Stock) have been issued and are outstanding as of the date of this Agreement; and (ii) 5,000,000 10,000,000 shares of Company Preferred Stock, no of which 1,500,000 have been designated as Series A Junior Participating Preferred Stock, $0.001 par value per sharevalue, of which no shares of Company Preferred Stock or Series A Junior Participating Preferred Stock have been issued or and are outstanding. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable. There are no None of the Alamo Corporations (other than the Company) holds any shares of Company Common Stock held by or any Subsidiary rights to acquire shares of Company Common Stock. (b) Except as set forth in Part 2.3(b) of the Company. None Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture (other than the Company Restricted Stock), right of participation, right of maintenance or any similar right. None ; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company. There ; and (iii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Alamo Corporations is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(ii) of Stock or other securities, except for the Disclosure Schedule describes all Company's right to repurchase rights held by the Company with respect to or reacquire restricted shares of Company Common Stock (whether held by an employee of the Company upon termination of such shares were issued pursuant to the exercise employee's employment or upon any other forfeiture of Company Options or otherwise)a vesting condition. (bc) As of the date of this Agreement, 1,279,851 : (i) 8,168,778 shares of Company Common Stock are subject to issuance pursuant to Company Options Options; (whether ii) 2,041,774 shares of Company Common Stock are reserved for future issuance pursuant to the Alamo 2001 Employee Stock Purchase Plan (the "Company ESPP"); (iii) no shares of Company Restricted Stock are subject to vesting after the date of this Agreement; (iv) 4,191,536 shares of Company Common Stock are subject to issuance upon vesting of Company RSUs; and (v) 9,279,969 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted and outstanding under the Company Option Plans or otherwise). Part 3.3(b)(iPlans. (d) As of the Disclosure Schedule date of this Agreement, 1,500,000 shares of Company Preferred Stock, designated as Series A Junior Participating Preferred Stock, are reserved for future issuance upon exercise of the rights (the "Company Rights") issued pursuant to the Company Rights Agreement. (e) The Company has delivered or Made Available to Parent a complete and accurate list that sets forth the following information with respect to each Company Option Equity Award outstanding as of the date of this AgreementAgreement the following information: (i) the particular Company Option Plan or non-plan arrangement (if any) pursuant to which such Company Option Equity Award was granted, if applicable; (ii) the name of the optioneeholder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, Company Restricted Stock, Company RSU, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company OptionEquity Award; (v) the date on which per share exercise price (if any) of such Company Option was grantedEquity Award; (vi) whether the Company Option is intended to qualify as an “incentive stock option” under section 422 of the Code; (vii) the applicable vesting schedule, and the extent to which such Company Option Equity Award is vested and exercisable as of exercisable, if applicable; (vii) the date of this Agreementon which such Company Equity Award was granted; and (viii) the date on which such Company Option expires. Each grant of Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option was duly authorized no later than the date on which the grant of Option, whether such Company Option was by its terms is an "incentive stock option" (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company Restricted Stock or Company RSU, respectively, the dates on which shares of Company Common Stock with respect to be effective (the “Grant Date”) by such Company Restricted Stock or Company RSU, respectively, are scheduled to vest. The Company has delivered or Made Available to Parent accurate and complete copies of all necessary corporate action, including, as applicable, approval equity plans pursuant to which any outstanding Company Equity Awards were granted by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consentsCompany, and the award agreement governing forms of all agreements evidencing 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 Equity Awards. The exercise price of each Company Option was equal to is not less than the fair market value of a share of Company Common Stock as determined on the applicable Grant Date and each date of grant of such grant was properly accounted for Company Option. All grants of Company Equity Awards were recorded on the Company's financial statements (including, any related notes thereto) contained in the Company SEC Documents in accordance with generally accepted accounting principles in GAAP, and no such grants involved any "back dating" or similar practices with respect to the United States in the financial statements (including the related notes) effective date 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 of the Acquired Corporations has granted stock options, restricted stock, restricted stock units or other forms of equity-based compensation grant (whether payable in equity, cash or otherwise) currently outstanding or exercised since January 1, 2004, 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 intentional or otherwise). As There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or similar equity-based awards with respect to any of the Alamo Corporations. (f) Except as set forth in Sections 2.3(a), 2.3(c) and 2.3(d), or as permitted from and after the date of this Agreement, 170,420 shares of Company Restricted Stock have been issued or are outstanding. Part 3.3(b)(ii) of the Disclosure Schedule sets forth the following information with respect to each share of Company Restricted Stock outstanding as of the date of this Agreement: (A) the particular Company Option Plan or non-plan arrangement Agreement pursuant to which such share of Company Restricted Stock was issuedSection 4.2, if applicable; (B) the name of the holder thereof; (C) the number of shares of Restricted Company Stock held by such holder; (D) the date on which such Company Restricted Stock was issued; and (E) the applicable vesting schedule, and the extent to which such Restricted Company Stock is vested as of the date of this Agreement. As of the date of this Agreement, Company Restricted Stock Units covering 10,050 shares of Company Common Stock are outstanding. Part 3.3(b)(iii) of the Disclosure Schedule sets forth the following information with respect to each Company Restricted Stock Unit outstanding as of the date of this Agreement: (1) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (2) the name of the holder thereof; (3) the number of shares of Company Common Stock covered under such outstanding Company Restricted Stock Unit held by such holder; (4) the date on which such Company Restricted Stock Unit was granted; and (5) the applicable vesting schedule, and the extent to which such Restricted Company Stock Unit is vested as of the date of this Agreement. (c) There there is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Alamo Corporations; (ii) outstanding security, instrument or obligation that is or may (given the lapse of time or the satisfactions of conditions therein or otherwise) become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsAlamo Corporations or that has the right to vote on any matter on which the stockholders of the Company have the right to vote; (iii) shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Alamo Corporations is or may (given the lapse of time or the satisfaction of conditions therein or otherwise) become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that provides would reasonably be expected to give rise to or provide a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Alamo Corporations. (dg) All outstanding shares of Company Common Stock, options, equity-based compensation awards (whether payable in equity, cash or otherwise) and all options and other Company Equity Awards and other securities of the Acquired Corporations Alamo Corporations, have been issued and granted in compliance in all material respects with: (i) all applicable securities laws, the Code laws and all other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (eh) All of the outstanding shares of capital stock of each of the Company’s 's Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and free of preemptive rights rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company, free and clear of any Encumbrances, other than restrictions under applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 75,000,000 100,000,000 shares of Company Common Stock, $0.001 par value per share, of which 32,751,356 37,381,413 shares (including 170,420 shares of Company Restricted Stock) have been issued and are outstanding as of the date of this Agreement; and (ii) 5,000,000 10,000,000 shares of Company Preferred Stock, no of which 780,000 have been designated as Class A Redeemable Convertible Preferred Stock, $0.001 par value per share, of which no shares have been issued of Company Preferred Stock or Class A Redeemable Convertible Preferred Stock are outstanding. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable. There are no None of the API Corporations (other than the Company) holds any shares of Company Common Stock held by or any Subsidiary rights to acquire shares of Company Common Stock. (b) Except as set forth in Part 2.5(b) of the Company. None Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture (other than the Company Restricted Stock), right of participation, right of maintenance or any similar right. None ; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company. There ; and (iii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired API Corporations is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(ii) of Stock or other securities, except for the Disclosure Schedule describes all Company’s right to repurchase rights held by the Company with respect to or reacquire shares of Company Common Restricted Stock (whether held by an employee of the Company upon termination of such shares were issued pursuant to the exercise employee’s employment or upon any other forfeiture of Company Options or otherwise)a vesting condition. (bc) As of the date of this Agreement, 1,279,851 : (i) 1,939,235 shares of Company Common Stock are subject to issuance pursuant to Company Options Options; (whether ii) 43,280 shares of Company Restricted Stock are subject to vesting after the date of this Agreement; and (iii) 266,095 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted and outstanding under the Company Option Plans Plans. (d) The Company has delivered or otherwise). Part 3.3(b)(i) of the Disclosure Schedule Made Available to Parent a complete and accurate list that sets forth the following information with respect to each Company Option Equity Award outstanding as of the date of this AgreementAgreement the following information: (i) the particular Company Option Plan or non-plan arrangement (if any) pursuant to which such Company Option Equity Award was granted, if applicable; (ii) the name of the optioneeholder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, Company Restricted Stock, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company OptionEquity Award; (v) the date on which per share exercise price (if any) of such Company Option was grantedEquity Award; (vi) whether the Company Option is intended to qualify as an “incentive stock option” under section 422 of the Code; (vii) the applicable vesting schedule, and the extent to which such Company Option Equity Award is vested and exercisable as of exercisable, if applicable; (vii) the date of this Agreementon which such Company Equity Award was granted; and (viii) the date on which such Company Option expires. Each grant of Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option was duly authorized no later than the date on which the grant of Option, whether such Company Option was by its terms is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company Restricted Stock, the dates on which shares of Company Common Stock with respect to be effective (the “Grant Date”) by such Company Restricted Stock, are scheduled to vest. The Company has delivered or Made Available to Parent accurate and complete copies of all necessary corporate action, including, as applicable, approval equity plans pursuant to which any outstanding Company Equity Awards were granted by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consentsCompany, and the award agreement governing forms of all agreements evidencing 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 Equity Awards. The exercise price of each Company Option was equal to is not less than the fair market value of a share of Company Common Stock as determined on the applicable Grant Date and each date of grant of such grant was properly accounted for in accordance with generally accepted accounting principles in Company Option. All grants of Company Equity Awards were recorded on the United States in the Company’s financial statements (including any related notes thereto) contained in the related notes) Company SEC Documents in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of 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 of the Acquired Corporations has granted stock options, restricted stock, restricted stock units or other forms of equity-based compensation grant (whether payable in equity, cash or otherwise) currently outstanding or exercised since January 1, 2004, 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 intentional or otherwise). As There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or similar equity-based awards with respect to any of the API Corporations. (e) Except as set forth in Sections 2.5(a), 2.5(c) and 2.5(d), or as permitted from and after the date of this Agreement, 170,420 shares of Company Restricted Stock have been issued or are outstanding. Part 3.3(b)(ii) of the Disclosure Schedule sets forth the following information with respect to each share of Company Restricted Stock outstanding as of the date of this Agreement: (A) the particular Company Option Plan or non-plan arrangement Agreement pursuant to which such share of Company Restricted Stock was issuedSection 4.2, if applicable; (B) the name of the holder thereof; (C) the number of shares of Restricted Company Stock held by such holder; (D) the date on which such Company Restricted Stock was issued; and (E) the applicable vesting schedule, and the extent to which such Restricted Company Stock is vested as of the date of this Agreement. As of the date of this Agreement, Company Restricted Stock Units covering 10,050 shares of Company Common Stock are outstanding. Part 3.3(b)(iii) of the Disclosure Schedule sets forth the following information with respect to each Company Restricted Stock Unit outstanding as of the date of this Agreement: (1) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (2) the name of the holder thereof; (3) the number of shares of Company Common Stock covered under such outstanding Company Restricted Stock Unit held by such holder; (4) the date on which such Company Restricted Stock Unit was granted; and (5) the applicable vesting schedule, and the extent to which such Restricted Company Stock Unit is vested as of the date of this Agreement. (c) There there is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired API Corporations; (ii) outstanding security, instrument or obligation that is or may (given the lapse of time or the satisfactions of conditions therein or otherwise) become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsAPI Corporations or that has the right to vote on any matter on which the stockholders of the Company have the right to vote; (iii) shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired API Corporations is or may (given the lapse of time or the satisfaction of conditions therein or otherwise) become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that provides would reasonably be expected to give rise to or provide a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired API Corporations. All outstanding warrants or similar rights to acquire any shares of the capital stock or other securities of any of the API Corporation allow for assumption by Parent as set forth in Section 1.5(d) of this Agreement in accordance with their terms. (df) All outstanding shares of Company Common Stock, options, equity-based compensation awards (whether payable in equity, cash or otherwise) and all options and other Company Equity Awards and other securities of the Acquired Corporations API Corporations, have been issued and granted in compliance in all material respects with: (i) all applicable securities laws, the Code laws and all other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (eg) All of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and free of preemptive rights rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company, free and clear of any Encumbrances, other than restrictions under applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 75,000,000 200,000,000 shares of Company Common Stock, of which 32,751,356 106,958,412 shares (including 170,420 shares of Company Restricted Stock) have been issued and are outstanding as of the date of this Agreement; and (ii) 5,000,000 10,000,000 shares of Company Preferred Stock, no of which 1,500,000 have been designated as Series A Junior Participating Preferred Stock, $0.001 par value per sharevalue, of which no shares of Company Preferred Stock or Series A Junior Participating Preferred Stock have been issued or are outstanding. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable. There are no None of the Alaska Corporations (other than the Company) holds any shares of Company Common Stock held by or any Subsidiary rights to acquire shares of Company Common Stock. (b) Except as set forth in Part 3.3(b) of the Company. None Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture (other than the Company Restricted Stock), right of participation, right of maintenance or any similar right. None ; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company. There ; and (iii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Alaska Corporations is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(ii) of Stock or other securities, except for the Disclosure Schedule describes all Company’s right to repurchase rights held by the Company with respect to or reacquire restricted shares of Company Common Stock (whether held by an employee of the Company upon termination of such shares were issued pursuant to the exercise employee’s employment or upon any other forfeiture of Company Options or otherwise)a vesting condition. (bc) As of the date of this Agreement, 1,279,851 : (i) 7,036,779 shares of Company Common Stock are subject to issuance pursuant to Company Options Options; (whether ii) 2,000,963 shares of Company Common Stock are reserved for future issuance pursuant to the Alaska 2001 Employee Stock Purchase Plan (the “Company ESPP”); (iii) no shares of Company Restricted Stock are subject to vesting after the date of this Agreement; (iv) 5,864,616 shares of Company Common Stock are subject to issuance upon vesting of Company RSUs; and (v) 6,479,154 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted and outstanding under the Company Option Plans or otherwise). Part 3.3(b)(iPlans. (d) As of the Disclosure Schedule date of this Agreement, 1,500,000 shares of Company Preferred Stock, designated as Series A Junior Participating Preferred Stock, are reserved for future issuance upon exercise of the rights (the “Company Rights”) issued pursuant to the Company Rights Agreement. (e) The Company has delivered or Made Available to Parent a complete and accurate list that sets forth the following information with respect to each Company Option Equity Award outstanding as of the date of this AgreementAgreement the following information: (i) the particular Company Option Plan or non-plan arrangement (if any) pursuant to which such Company Option Equity Award was granted, if applicable; (ii) the name of the optioneeholder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, Company Restricted Stock, Company RSU, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company OptionEquity Award; (v) the date on which per share exercise price (if any) of such Company Option was grantedEquity Award; (vi) whether the Company Option is intended to qualify as an “incentive stock option” under section 422 of the Code; (vii) the applicable vesting schedule, and the extent to which such Company Option Equity Award is vested and exercisable as of exercisable, if applicable; (vii) the date of this Agreementon which such Company Equity Award was granted; and (viii) the date on which such Company Option expires. Each grant of Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option was duly authorized no later than the date on which the grant of Option, whether such Company Option was by its terms is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company Restricted Stock or Company RSU, respectively, the dates on which shares of Company Common Stock with respect to be effective (the “Grant Date”) by such Company Restricted Stock or Company RSU, respectively, are scheduled to vest. The Company has delivered or Made Available to Parent accurate and complete copies of all necessary corporate action, including, as applicable, approval equity plans pursuant to which any outstanding Company Equity Awards were granted by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consentsCompany, and the award agreement governing forms of all agreements evidencing 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 Equity Awards. The exercise price of each Company Option was equal to is not less than the fair market value of a share of Company Common Stock as determined on the applicable Grant Date and each date of grant of such grant was properly accounted for Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents in accordance with generally accepted accounting principles in GAAP, and no such grants involved any “back dating” or similar practices with respect to the United States in the financial statements (including the related notes) effective date 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 of the Acquired Corporations has granted stock options, restricted stock, restricted stock units or other forms of equity-based compensation grant (whether payable in equity, cash or otherwise) currently outstanding or exercised since January 1, 2004, 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 intentional or otherwise). As There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or similar equity-based awards with respect to any of the Alaska Corporations. (f) Except as set forth in Sections 3.3(a), 3.3(c) and 3.3(d), or as permitted from and after the date of this Agreement, 170,420 shares of Company Restricted Stock have been issued or are outstanding. Part 3.3(b)(ii) of the Disclosure Schedule sets forth the following information with respect to each share of Company Restricted Stock outstanding as of the date of this Agreement: (A) the particular Company Option Plan or non-plan arrangement Agreement pursuant to which such share of Company Restricted Stock was issuedSection 5.2, if applicable; (B) the name of the holder thereof; (C) the number of shares of Restricted Company Stock held by such holder; (D) the date on which such Company Restricted Stock was issued; and (E) the applicable vesting schedule, and the extent to which such Restricted Company Stock is vested as of the date of this Agreement. As of the date of this Agreement, Company Restricted Stock Units covering 10,050 shares of Company Common Stock are outstanding. Part 3.3(b)(iii) of the Disclosure Schedule sets forth the following information with respect to each Company Restricted Stock Unit outstanding as of the date of this Agreement: (1) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (2) the name of the holder thereof; (3) the number of shares of Company Common Stock covered under such outstanding Company Restricted Stock Unit held by such holder; (4) the date on which such Company Restricted Stock Unit was granted; and (5) the applicable vesting schedule, and the extent to which such Restricted Company Stock Unit is vested as of the date of this Agreement. (c) There there is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Alaska Corporations; (ii) outstanding security, instrument or obligation that is or may (given the lapse of time or the satisfactions of conditions therein or otherwise) become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsAlaska Corporations or that has the right to vote on any matter on which the stockholders of the Company have the right to vote; (iii) shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Alaska Corporations is or may (given the lapse of time or the satisfaction of conditions therein or otherwise) become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that provides would reasonably be expected to give rise to or provide a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Alaska Corporations. (dg) All outstanding shares of Company Common Stock, options, equity-based compensation awards (whether payable in equity, cash or otherwise) and all options and other Company Equity Awards and other securities of the Acquired Corporations Alaska Corporations, have been issued and granted in compliance in all material respects with: (i) all applicable securities laws, the Code laws and all other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (eh) All of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and free of preemptive rights rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company, free and clear of any Encumbrances, other than restrictions under applicable securities laws.

Capitalization, Etc. (a) The As of the close of business on July 12, 2018, the authorized capital stock of the Company consists of: (i) 75,000,000 25,000,000 shares of Company Common Stock, of which 32,751,356 7,500,275 shares (including 170,420 shares of Company Restricted Stock) have been issued and are outstanding as of the date of this Agreementoutstanding; and (ii) 5,000,000 shares of Company Preferred Stock, no par value per share, of which no shares have been issued or are outstanding. The Company does not hold any holds 1,740 shares of its capital stock in its treasury, and none of the Company Entities (other than the Company) holds any shares of Company Common Stock or any rights to acquire shares of Company Common Stock. From the close of business on July 12, 2018 to the date of this Agreement, there have been no issuances by the Company of shares of capital stock or voting securities of, or other equity interests in, the Company, other than the issuance of Company Common Stock: (A) upon the exercise of Company Warrants; or (B) upon the vesting or settlement of Company RSUs, in each case, that were outstanding at the close of business on July 12, 2018 and in accordance with their terms in effect at such time. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable. There are no nonassessable. (b) Part 2.3(b) of the Company Disclosure Schedule sets forth, as applicable, as of the date of this Agreement (i) the number of outstanding Company Warrants, the number of shares of Company Common Stock held by any Subsidiary subject thereto and the expiration date thereof, and (ii) the number of outstanding Company RSUs, the Company. number of shares of Company Common Stock subject thereto or issuable upon settlement thereunder, the grant dates and vesting schedule. (c) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance repurchase or forfeiture or any similar right. None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company. There is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common StockStock or any securities of any Significant Subsidiary of any Company Entity. None of the Acquired Corporations Company Entities is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(iiStock or other securities. (d) As of the Disclosure Schedule describes all repurchase rights held by the Company with respect to close of business on July 12, 2018, no shares of Company Common Stock (whether such shares were issued pursuant to the exercise of constitute Company Options or otherwise)Restricted Stock. (be) As Except as set forth in Section 2.3(a), Section 2.3(b), Section 2.3(d) or in Part 2.3(b) or 2.3(e) of the Company Disclosure Schedule, as of the date of this Agreement, 1,279,851 shares of Company Common Stock are subject to issuance pursuant to Company Options (whether granted and outstanding under the Company Option Plans or otherwise). Part 3.3(b)(i) of the Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Option was granted, if applicable; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) whether the Company Option is intended to qualify as an “incentive stock option” under section 422 of the Code; (vii) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (viii) the date on which such Company Option expires. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company and all other applicable Legal Requirements, the per share exercise price of each Company Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with generally accepted accounting principles in the United States in the financial statements (including the related notes) of the Company. The Company has Made Available to Parent accurate and complete copies of all stock option and equity-based compensation plans pursuant to which any of the Acquired Corporations has granted stock options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) currently outstanding or exercised since January 1, 2004, and the 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). As of the date of this Agreement, 170,420 shares of Company Restricted Stock have been issued or are outstanding. Part 3.3(b)(ii) of the Disclosure Schedule sets forth the following information with respect to each share of Company Restricted Stock outstanding as of the date of this Agreement: (A) the particular Company Option Plan or non-plan arrangement pursuant to which such share of Company Restricted Stock was issued, if applicable; (B) the name of the holder thereof; (C) the number of shares of Restricted Company Stock held by such holder; (D) the date on which such Company Restricted Stock was issued; and (E) the applicable vesting schedule, and the extent to which such Restricted Company Stock is vested as of the date of this Agreement. As of the date of this Agreement, Company Restricted Stock Units covering 10,050 shares of Company Common Stock are outstanding. Part 3.3(b)(iii) of the Disclosure Schedule sets forth the following information with respect to each Company Restricted Stock Unit outstanding as of the date of this Agreement: (1) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (2) the name of the holder thereof; (3) the number of shares of Company Common Stock covered under such outstanding Company Restricted Stock Unit held by such holder; (4) the date on which such Company Restricted Stock Unit was granted; and (5) the applicable vesting schedule, and the extent to which such Restricted Company Stock Unit is vested as of the date of this Agreement. (c) There there is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) granted or issued by any Company Entity to acquire any shares of the capital stock or other securities of any of the Acquired CorporationsCompany Entities; (ii) outstanding security, instrument or obligation of a Company Entity that is or may (given the lapse of time or the satisfactions of conditions therein or otherwise) become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsCompany Entities; (iii) shareholder outstanding or authorized stock appreciation rights, phantom stock, profit participation or similar rights or equity-based awards issued in each case by a Company Entity with respect to any of the Company Entities; or (iv) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations Company Entities is or may (given the lapse of time or the satisfaction of conditions therein or otherwise) become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that provides a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (df) All outstanding shares of Company Common Stock, options, equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Acquired Corporations Company Entities (including under the Company Equity Plan), have been issued and granted in compliance in all material respects with: (i) all applicable securities laws, the Code laws and all other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts, except where the failure to be so issued and granted, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. As of July 12, 2018, 759,884 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Company Equity Plan. (eg) All of the outstanding shares of capital stock of or other equity securities of, or other ownership interests in, each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and, in the case of corporate Subsidiaries, nonassessable, and non-assessable and such shares, securities or interests are free of preemptive rights and are owned beneficially and of record by the CompanyCompany (other than: (i) as expressly set forth in Part 2.3(g) of the Company Disclosure Schedule; and (ii) with respect to those Subsidiaries of the Company organized under the laws of foreign jurisdictions where shares of capital stock or other equity securities or ownership interests are required under applicable Legal Requirements to be held by one or more directors, employees or agents of such Subsidiary, in each case as disclosed in Part 2.3(g) of the Company Disclosure Schedule), free and clear of any EncumbrancesEncumbrances (other than restrictions on transfer imposed by applicable securities laws).

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 75,000,000 100,000,000 shares of Company Common Stock, of which 32,751,356 34,563,878 shares (including 170,420 shares of Company Restricted Stock) have been were issued and are outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Company Preferred Stock, no par value per shareof which 90,000 are designated as Series B Participating Preferred Stock, and of which no shares have been are issued or are outstanding. The Company does not hold any As of the date of this Agreement, 7,495,964 shares of its capital stock Company Common Stock were subject to issuance pursuant to outstanding Company Options, and (ii) the Company holds 3,370,279 shares of Company Common Stock in its treasury. Part 2.2(a) of the Company Disclosure Schedule sets forth a complete and correct list of Company Options that are outstanding as of the date of this Agreement and the applicable exercise price of such option. (b) All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable. There are no shares of Company Common Stock held by any Subsidiary of the Companynonassessable. None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company. There is no Company Contract currently in effect relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations The Company is not under any obligation obligation, nor is it bound by any Contract to repurchaseacquire, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(ii) of Stock or other securities, except for the Disclosure Schedule describes all repurchase rights held by the Company with respect Company’s right to acquire restricted shares of Company Common Stock held by a Company Employee upon termination of such Company Employee’s employment, or to make an investment (whether such in the form or a loan, capital contribution or otherwise) in, any Person or to register any securities of the Company under the Securities Act. (c) Except for (i) the outstanding Company Common Stock and Company Options described in the first two sentences of Section 2.2 above, (ii) the Notes, (iii) the Company Rights Agreement, (iv) shares were of Company Common Stock issued pursuant to the exercise of Company Options or otherwise). Options, (bA) As of the date of this Agreement, 1,279,851 shares of Company Common Stock are subject to issuance pursuant to Company Options (whether granted and outstanding under the Company Option Plans or otherwise). Part 3.3(b)(i) of the Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: Agreement or (iB) granted in compliance with the particular provisions of Section 4.2, (v) Company Option Plan or non-plan arrangement pursuant to which such Company Option was grantedOptions granted in compliance with the provisions of Section 4.2, if applicable; (iivi) the name of the optionee; (iii) the number of shares of Company Common Stock subject issued pursuant to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) whether the Company Option is intended to qualify as an “incentive stock option” under section 422 ESPP in compliance with the provisions of the Code; Section 5.3, (vii) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (viii) the date on which such Company Option expires. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company and all other applicable Legal Requirements, the per share exercise price of each Company Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with generally accepted accounting principles in the United States in the financial statements (including the related notes) of the Company. The Company has Made Available to Parent accurate and complete copies of all stock option and equity-based compensation plans pursuant to which any of the Acquired Corporations has granted stock options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) currently outstanding or exercised since January 1, 2004, and the 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). As of the date of this Agreement, 170,420 shares of Company Restricted Stock have been issued or are outstanding. Part 3.3(b)(ii) of the Disclosure Schedule sets forth the following information with respect to each share of Company Restricted Stock outstanding as of the date of this Agreement: (A) the particular Company Option Plan or non-plan arrangement pursuant to which such share of Company Restricted Stock was issued, if applicable; (B) the name of the holder thereof; (C) the number of shares of Restricted Company Stock held by such holder; (D) the date on which such Company Restricted Stock was issued; and (E) the applicable vesting schedule, and the extent to which such Restricted Company Stock is vested as of the date of this Agreement. As of the date of this Agreement, Company Restricted Stock Units covering 10,050 shares of Company Common Stock are outstanding. issued upon valid conversion of any of the Notes, and (viii) as set forth in Part 3.3(b)(iii2.2(c) of the Company Disclosure Schedule sets forth the following information with respect to each Company Restricted Stock Unit outstanding as of the date of this Agreement: (1) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issuedSchedule, if applicable; (2) the name of the holder thereof; (3) the number of shares of Company Common Stock covered under such outstanding Company Restricted Stock Unit held by such holder; (4) the date on which such Company Restricted Stock Unit was granted; and (5) the applicable vesting schedule, and the extent to which such Restricted Company Stock Unit is vested as of the date of this Agreement. (c) There there is no: (ix) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) pursuant to a Contract to which the Company or any of its Subsidiaries is a party, or any so authorized, to acquire any shares of the capital stock or other securities of the Company or any of the Acquired Corporationsits Subsidiaries; (iiy) outstanding or authorized to be issued capital stock or security, instrument or obligation or other rights that is or may (given the lapse of time or the satisfactions of conditions therein or otherwise) become convertible into or exchangeable or exercisable for any shares of the capital stock or such securities or other securities rights (which term, for purposes of this Agreement, shall be deemed to include “phantom” stock or other commitments that provide any right to receive value or benefits similar to such capital stock, security or other rights) of any of the Acquired CorporationsCompany or any of its Subsidiaries; or (iiiz) shareholder stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of the Acquired Corporations its Subsidiaries is or may (given the lapse of time or the satisfaction of conditions therein or otherwise) become obligated to sell or otherwise issue any shares of its capital stock or any other securities; . There are no voting trusts, proxies or (iv) condition similar agreements, arrangements or circumstance that provides commitments to which the Company or any of its Subsidiaries is a reasonable basis for party or of which the assertion of a claim by any Person Company has knowledge with respect to the effect that such Person is entitled to acquire or receive voting of any shares of capital stock of the Company or other securities of any of the Acquired Corporationsits Subsidiaries. (d) All outstanding shares Each share of Company Common Stock, options, equity-based compensation awards (whether payable in equity, cash Stock outstanding immediately prior to the Effective Time that is restricted and not fully vested under any applicable restricted stock agreement or otherwise) other Contract with the Company will become fully vested and other securities unrestricted as of the Acquired Corporations have been issued and granted in compliance with: (i) all applicable securities laws, the Code and all other applicable Legal Requirements; and (ii) all requirements set forth in applicable ContractsEffective Time. (e) All As of October 20, 2006, the Company had cash, cash equivalents, and short term investments of $228,389,000, restricted cash of $3,954,000, and principal amount of indebtedness for borrowed money outstanding shares of capital stock of $290,000,000, in each of case rounded to the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and free of preemptive rights and are owned beneficially and of record by the Company, free and clear of any Encumbrancesnearest thousand.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 75,000,000 100,000,000 shares of Company Common Stock, of which 32,751,356 53,784,256 shares (including 170,420 shares of Company Restricted Stock) have been issued and are outstanding as of the date of this Agreement, and of which 3,066,726 have been issued and are held as treasury shares as of the date of this Agreement; and (ii) 5,000,000 10,000,000 shares of Company Preferred Stock, no $0.001 par value per share, of which no shares have been are issued or are and outstanding. The Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule, the Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable. There are no shares of Company Common Stock held by any Subsidiary of the Companyother Acquired Corporations. None Except as set forth in Part 2.3(a)(ii) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None ; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company. There ; and (iii) 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. None of the Acquired Corporations is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(ii2.3(a)(iii) of the Company Disclosure Schedule describes all repurchase rights held by the Company with respect to shares of Company Common Stock (whether such shares were issued pursuant to the exercise of Company Options or otherwise). (b) As of the date of this Agreement, 1,279,851 : (i) 1,370,350 shares of Company Common Stock are subject to issuance pursuant to Company Options (whether issuable upon the exercise of stock options granted and outstanding under the Company's 1998 Stock Incentive Plan; (ii) 4,461,032 shares of Company Common Stock are issuable upon the exercise of stock options granted and outstanding under the Company's 1999 Equity Incentive Plan; (iii) 3,233,535 shares of Company Common Stock are issuable upon the exercise of stock options granted and outstanding under the Company's 2000 Non-Officer Stock Plan; (iv) 1,916,833 shares of Company Common Stock are issuable upon the exercise of stock options granted and outstanding under the Guild.com, Inc. Stock Option Plans or otherwisePlan assumed by the Company in connection ▇▇▇▇ ▇▇▇ acquisition of Guild.com, Inc.; and (v) 1,662,500 shares of Company Common Stock are ▇▇▇▇▇▇▇▇ for issuance pursuant to the Company's 1999 Employee Stock Purchase Plan (the "ESPP"). (Options to purchase shares of Company Common Stock (whether granted by the Company pursuant to the Company's stock option plans, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as "Company Options.") Part 3.3(b)(i2.3(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular Company Option Plan or non-plan arrangement (if any) pursuant to which such Company Option was granted, if applicable; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) whether the Company Option is intended to qualify as an “incentive stock option” under section 422 of the Code; (vii) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (viiivii) the date on which such Company Option expires. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company and all other applicable Legal Requirements, the per share exercise price of each Company Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with generally accepted accounting principles in the United States in the financial statements (including the related notes) of the Company. The Company has Made Available delivered to Parent accurate and complete copies of all stock option and equity-based compensation plans pursuant to which any of the Acquired Corporations has ever granted stock options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) currently outstanding or exercised since January 1, 2004, and the forms of all equity-based award stock option agreements evidencing such options, restricted stock, restricted stock units or other forms of equity-based compensation . (whether payable in equity, cash or otherwise). c) As of the date of this Agreement, 170,420 928,636 shares of Company Restricted Common Stock have been issued or are outstandingreserved for issuance pursuant to Company Warrants. Part 3.3(b)(ii2.3(c) of the Company Disclosure Schedule sets forth the following information with respect to each share of Company Restricted Stock Warrant outstanding as of the date of this Agreement: (A) the particular Company Option Plan or non-plan arrangement pursuant to which such share of Company Restricted Stock was issued, if applicable; (Bi) the name of the holder thereofof such Company Warrant; (Cii) the number of shares of Restricted Company Common Stock held by subject to such holderCompany Warrant; (Diii) the exercise price of such Company Warrant; (iv) the date on which such Company Restricted Stock Warrant was issuedgranted; and (Ev) the applicable vesting schedule, and the extent to which such Restricted Company Stock Warrant is vested and exercisable as of the date of this Agreement. As of the date of this Agreement, Company Restricted Stock Units covering 10,050 shares of Company Common Stock are outstanding. Part 3.3(b)(iii) of the Disclosure Schedule sets forth the following information with respect to each Company Restricted Stock Unit outstanding as of the date of this Agreement: ; and (1) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (2) the name of the holder thereof; (3) the number of shares of Company Common Stock covered under such outstanding Company Restricted Stock Unit held by such holder; (4vi) the date on which such Company Restricted Stock Unit was granted; Warrant expires. The Company has delivered to Parent accurate and (5) the applicable vesting schedule, and the extent to which such Restricted complete copies of all Company Stock Unit is vested as of the date of this AgreementWarrants. (cd) There Except as set forth in Part 2.3(b) or Part 2.3(c) of the Company Disclosure Schedule, there is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may (given the lapse of time or the satisfactions of conditions therein or otherwise) become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; or (iii) shareholder stockholder rights plan (or similar plan commonly referred to as a “"poison pill”") or Contract under which any of the Acquired Corporations is or may (given the lapse of time or the satisfaction of conditions therein or otherwise) become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that provides a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (de) All outstanding shares of Company Common Stock, options, equity-based compensation awards (whether payable in equity, cash or otherwise) warrants and other securities of the Acquired Corporations have been issued and granted in compliance with: with (i) all applicable securities laws, the Code laws and all other applicable Legal Requirements; , and (ii) all requirements set forth in applicable Contracts. All shares of Company Common Stock, options, warrants and other securities of the Acquired Corporations repurchased or redeemed by any of the Acquired Corporations have been repurchased or redeemed in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (ef) All of the outstanding shares of capital stock of each of the Company’s 's Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and free of preemptive rights rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company, free and clear of any Encumbrances. (g) The board of directors and the stockholders of the Company have duly approved the October Reverse Stock Split.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 75,000,000 200,000,000 shares of Company Common Stock, of which 32,751,356 shares ; and (including 170,420 ii) 10,000,000 shares of Company Restricted Preferred Stock. (b) have been As of the close of business on November 16, 2017 (the “Company Listing Date”): (i) 69,155,715 shares of Company Common Stock were issued and are outstanding as outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) 1,130,095 shares of Company Common Stock were subject to issuance pursuant to Company Options; (iv) 3,455,660 shares of Company Common Stock were subject to issuance pursuant to Company RSUs; and (v) 222,533 shares of Company Common Stock (assuming achievement of the target level of performance at the end of the applicable performance period) were subject to issuance pursuant to Company PRSUs. From the close of business on the Company Listing Date until the date of this Agreement; and (ii) 5,000,000 , no shares of Company Common Stock or Company Preferred Stock, no par value per share, of which no shares Stock have been issued, except for shares of Company Common Stock issued pursuant to the exercise of Company Options or are outstanding. the vesting of Company RSUs or Company PRSUs, in each case, outstanding on the Company Listing Date and in accordance with their terms. (c) The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable. There are no shares of Company Common Stock held by any Subsidiary of the Company. None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company. There is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations Companies is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(ii) Stock or any other securities of the Disclosure Schedule describes all Company, or to provide funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Acquired Company or any other Person. There are no repurchase rights held by the Company with respect to shares of Company Common Stock (whether such shares of Company Common Stock were issued pursuant to the exercise of Company Options or otherwise). (b) As of the date of this Agreement, 1,279,851 . There are no shares of Company Common Stock are subject to beneficially owned by any Company Subsidiary. (d) As of the close of business on the Company Listing Date, 3,542,739 shares of Company Common Stock were reserved for future issuance pursuant to the Company Equity Plans. (e) Except (x) as set forth in Sections 2.3(b) and 2.3(d), (y) for securities owned by any of the Acquired Companies and (z) for changes since the Company Listing Date resulting from the exercise of Company Options outstanding on the Company Listing Date or the vesting of Company RSUs or Company PRSUs outstanding on the Company Listing Date in accordance with their terms, there are no: (i) outstanding equity-based compensation awards, subscriptions, options, calls, warrants or other rights, Contracts, arrangements or commitments of any character issued or granted by any Acquired Company relating to the issued or unissued capital stock of any Acquired Company (whether or not currently exercisable) or obligating any Acquired Company to issue or sell any shares of capital stock of, or other equity interests in, such Acquired Company; (ii) shares of capital stock of, or other voting securities or ownership interests in, any Acquired Company that have been issued by any Acquired Company which are outstanding; (iii) outstanding securities, instruments or obligations issued by any Acquired Company that are or may become convertible into, or exchangeable for, any shares of the capital stock or other securities of any Acquired Company; (iv) outstanding restricted shares, restricted stock units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights issued or granted and outstanding by any Acquired Company that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of any capital stock or other voting securities (including any bonds, debentures, notes or other indebtedness that have, or are convertible into securities that have, voting rights) or ownership interests in any Acquired Company; or (v) stockholder rights plans (or similar plans containing any aspects commonly referred to as a “poison pill”) or Contracts under which any of the Company Option Plans Acquired Companies is or otherwise). may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (f) Part 3.3(b)(i2.3(f) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option Equity Award outstanding as of the date of this AgreementCompany Listing Date: (i) the particular Company Option Equity Plan or non-plan arrangement (if any) pursuant to which such Company Option Equity Award was granted, if applicable; (ii) the name of the optioneeholder of such Company Equity Award; (iii) the number of shares of Company Common Stock subject to such Company OptionEquity Award; (iv) if such Company Equity Award is a Company Option, the exercise price of such Company Option; (v) the date on which Option and whether such Company Option was granted; (vi) whether the Company Option is intended to qualify as an “incentive stock option” under section Section 422 of the Code; (viiv) the applicable vesting schedule, and date on which such Company Equity Award was granted; (vi) the extent to which such Company Option Equity Award is fully or partially vested or unvested and exercisable as of the date of this Agreement; and (viiivii) the date on which such Company Option Equity Award expires; and (viii) if such Company Equity Award is a Company PRSU, the threshold, target and maximum levels of performance thereunder, if applicable. 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 thereofthereof or other authorized designee) and any required shareholder stockholder approval by the necessary number of votes or written consents, and the award agreement governing such . Each grant (if any) was duly executed and delivered by each party thereto, each such grant of a Company Equity Award was made in all material respects in accordance with (A) the terms of the applicable compensation plan or arrangement of the Company and (B) all other applicable Legal Requirements, the per share exercise price of each . Each Company Option was issued with an exercise price that was at least equal to the fair market value of a share of Company Common Stock Stock, as determined in accordance with Section 409A of the Code, on the applicable Grant Date and each such grant was properly accounted for in accordance with generally accepted accounting principles in the United States in the financial statements (including the related notes) of the CompanyDate. The Company has Made Available to Parent accurate and complete copies of all stock option and equity-based compensation plans pursuant to which any of the Acquired Corporations has granted stock optionsCompany Equity Plans, restricted stock, restricted stock units or other all forms of equity-based compensation (whether payable in equity, cash or otherwise) currently outstanding or exercised since January 1, 2004, and the forms of all equity-based award agreements evidencing such optionsthereunder, restricted stockin each case, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise). As of the date of this Agreement, 170,420 shares of Company Restricted Stock have been issued or are outstanding. Part 3.3(b)(ii) of the Disclosure Schedule sets forth the following information with respect to each share of Company Restricted Stock outstanding as of the date of this Agreement: (A) the particular Company Option Plan or non-plan arrangement pursuant to which such share of Company Restricted Stock was issued, if applicable; (B) the name of the holder thereof; (C) the number of shares of Restricted Company Stock held by such holder; (D) the date effect on which such Company Restricted Stock was issued; and (E) the applicable vesting schedule, and the extent to which such Restricted Company Stock is vested as of the date of this Agreement. As The Company has the requisite authority under the terms of the date applicable Company Equity Plan, the applicable award agreements and any other applicable Contract to take the actions contemplated by Section 5.5, and the adjustment or the amendment of this Agreementthe terms, Company Restricted Stock Units covering 10,050 shares or cancellation, of Company Common Stock are outstanding. Part 3.3(b)(iii) of the Disclosure Schedule sets forth the following information with respect to each Company Restricted Stock Unit outstanding Equity Awards described in Section 5.5, shall, as of the date of this Agreement: (1) Effective Time, be binding on the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (2) the name of the holder thereof; (3) the number of shares holders of Company Common Stock Equity Awards purported to be covered under such outstanding Company Restricted Stock Unit held by such holder; (4) the date on which such Company Restricted Stock Unit was granted; and (5) the applicable vesting schedule, and the extent to which such Restricted Company Stock Unit is vested as of the date of this Agreementthereby. (c) 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 Acquired Corporations; (ii) outstanding security, instrument or obligation that is or may (given the lapse of time or the satisfactions of conditions therein or otherwise) become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; (iii) shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may (given the lapse of time or the satisfaction of conditions therein or otherwise) become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that provides a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (d) All outstanding shares of Company Common Stock, options, 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 with: (i) all applicable securities laws, the Code and all other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and free of preemptive rights and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 75,000,000 shares of 175,000,000 Shares of Company Common Stock, including (i) 174,300,000 shares of Common Stock of which 32,751,356 61,372,730 shares (including 170,420 shares of Company Restricted Stock) have been issued and are outstanding as of the date close of this Agreementbusiness on the Reference Date (of which 6,811,448 are Company Restricted Shares); and (ii) 5,000,000 700,000 shares of Company Preferred Class A Common Stock, no par value per share, of which no 700,000 shares have been issued or and are outstanding. The Company does not hold any shares outstanding as of its capital stock in its treasurythe close of business on the Reference Date. All of the outstanding shares of Company Common Stock have been been, and all shares of Company Common Stock that may be issued pursuant to the Company Incentive Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, issued and are fully paid and non-assessablenonassessable. There are As of the Reference Date, no shares share of Company Class A Common Stock held by any Subsidiary of the Company. has been converted to Common Stock since January 1, 2022. (b) (i) None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right. None , (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company. There , (iii) there are no outstanding bonds, debentures, notes or other Indebtedness of the Company having a right to vote on any matters on which the Company Stockholders have a right to vote and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired Corporations The Company is not under any obligation obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(ii) The Common Stock and the Class A Common Stock constitute the only outstanding classes of securities of the Disclosure Schedule describes all repurchase rights held by Company registered under the Company with respect to shares of Company Common Stock (whether such shares were issued pursuant to Securities Act or the exercise of Company Options or otherwise)Exchange Act. (bc) As of the date close of this Agreementbusiness on the Reference Date, 1,279,851 shares of Company Common Stock (i) 127,000 Shares are subject to issuance pursuant to Company Options (whether granted and outstanding under the Company Option Plans Incentive Plan; (ii) 6,811,448 Company Restricted Shares are outstanding and unvested (“Unvested Company Restricted Shares”); and (iii) 36,331,640 Shares are reserved for purchase pursuant to the Company Warrants. The Company has delivered or otherwise). Part 3.3(b)(i) made available to Parent or Parent’s Representatives copies of the Disclosure Schedule sets forth Company Incentive Plan covering the following information with respect to each Company Option Options and Company Restricted Shares outstanding as of the date of this Agreement: , the forms of all stock option agreements evidencing such Company Options and the forms of award agreements evidencing such Company Restricted Shares. Other than as set forth in this Section 2.3(c), as of the close of business on the Reference Date, there are no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, performance-based restricted stock unit award, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Company. No election has been made with respect to any Unvested Company Restricted Shares under Section 83(b) of the Code. (d) All grants of Company Options and Company Restricted Shares were validly issued and properly approved by the Company Board (or a duly authorized committee thereof) in accordance with all applicable Legal Requirements and the terms of the applicable Company Incentive Plan as of the applicable date of grant and the exercise price per Share of each Company Option was not less than the fair market value of a Share on the applicable date of grant and each Company Option does not constitute “nonqualified deferred compensation” for purposes of Code Section 409A. No Company Options or Company Restricted Shares have been retroactively granted nor has the exercise price of any such Company Option been determined retroactively in contravention of applicable Legal Requirements. Other than as set forth in Section 2.3(c), there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, performance stock unit award, restricted stock award, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Company. (e) Section 2.3(e) of the Company Disclosure Letter sets forth, with respect to each Company Stock Award (on a grant-by-grant basis) that is outstanding as of the close of business on the Reference Date, (i) the particular Company Option Plan name (or non-plan arrangement pursuant to which such Company Option was grantedemployee identification number) and country of residence (if outside the U.S.) of the holder thereof, if applicable; (ii) the name of the optionee; grant date, (iii) the number of shares of Company Common Stock subject to such Company Option; Shares issuable thereunder on the grant date, (iv) the exercise price of such per Share with respect to each Company Option; , (v) the date on which such Company Option was granted; number of Shares subject thereto that are currently vested and unvested, (vi) the vesting schedule thereof (including any accelerated vesting), (vii) the expiration date thereof, (viii) for any Company Option, whether the such Company Option is intended to qualify as an “incentive stock option” under section (as defined in Section 422 of the Code; ) and (viiix) whether early exercise is permitted with respect to any Company Option. (f) Except for the applicable vesting scheduleCompany Warrants or as otherwise set forth in this Section 2.3, and the extent to which such Company Option is vested and exercisable as of the date close of this Agreement; and (viii) the date on which such Company Option expires. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company and all other applicable Legal Requirements, the per share exercise price of each Company Option was equal to the fair market value of a share of Company Common Stock business on the applicable Grant Date and each such grant was properly accounted for in accordance with generally accepted accounting principles in the United States in the financial statements (including the related notes) of the Company. The Company has Made Available to Parent accurate and complete copies of all stock option and equity-based compensation plans pursuant to which any of the Acquired Corporations has granted stock optionsReference Date, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) currently outstanding or exercised since January 1, 2004, and the 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). As of the date of this Agreement, 170,420 shares of Company Restricted Stock have been issued or there are outstanding. Part 3.3(b)(ii) of the Disclosure Schedule sets forth the following information with respect to each share of Company Restricted Stock outstanding as of the date of this Agreement: (A) the particular Company Option Plan or non-plan arrangement pursuant to which such share of Company Restricted Stock was issued, if applicable; (B) the name of the holder thereof; (C) the number of shares of Restricted Company Stock held by such holder; (D) the date on which such Company Restricted Stock was issued; and (E) the applicable vesting schedule, and the extent to which such Restricted Company Stock is vested as of the date of this Agreement. As of the date of this Agreement, Company Restricted Stock Units covering 10,050 shares of Company Common Stock are outstanding. Part 3.3(b)(iii) of the Disclosure Schedule sets forth the following information with respect to each Company Restricted Stock Unit outstanding as of the date of this Agreement: (1) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (2) the name of the holder thereof; (3) the number of shares of Company Common Stock covered under such outstanding Company Restricted Stock Unit held by such holder; (4) the date on which such Company Restricted Stock Unit was granted; and (5) the applicable vesting schedule, and the extent to which such Restricted Company Stock Unit is vested as of the date of this Agreement. (c) There is no: no (i) outstanding equity-based compensation awardshares of capital stock of, subscriptionor other equity interest in, optionthe Company, call(ii) outstanding subscriptions, warrant options, calls, warrants or right rights (whether or not currently exercisable) to acquire any shares of capital stock, restricted stock units, stock-based performance units or any other rights that are linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Acquired Corporations; Company, (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations (other than the outstanding shares of Class A Common Stock) that is are or may (given the lapse of time or the satisfactions of conditions therein or otherwise) become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; Company, or (iiiiv) shareholder stockholder rights plan plans (or similar plan commonly referred to as a “poison pill”) or Contract Contracts under which any of the Acquired Corporations Company is or may (given the lapse of time or the satisfaction of conditions therein or otherwise) become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or . Section 2.3(f) of the Company Disclosure Letter sets forth, with respect to each Company Warrant that is outstanding as of the close of business on the Reference Date, (i) the name and email address of the holder thereof, as and if set forth in the Company’s books and records, (ii) the number of Shares purchasable thereunder as of the Reference Date, (iii) the exercise price per Share with respect thereto and (iv) condition or circumstance that provides a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporationsexpiration date thereof. (d) All outstanding shares of Company Common Stock, options, 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 with: (i) all applicable securities laws, the Code and all other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and free of preemptive rights and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 75,000,000 shares of Company Common Stock100,000,000 Shares, of which 32,751,356 shares (including 170,420 shares of Company Restricted Stock) have been issued and are outstanding which, as of the date of this Agreement, 17,692,447 shares have been issued and are outstanding (including 426 Restricted Shares) and 3,830 shares are held by the Company as treasury shares; and (ii) 5,000,000 shares of Company Preferred Stock, no par value per share, Stock of which no shares have been issued issued, are outstanding or are outstanding. The held by the Company does not hold any shares of its capital stock in its treasuryas treasury shares. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and non-assessable. There are no shares of Company Common Stock held by any Subsidiary of the Company. nonassessable. (i) None of the outstanding shares of Company Common Stock Shares is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right. None ; (ii) none of the outstanding shares of Company Common Stock Shares is subject to any right of first refusal in favor of the Company. There ; and (iii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common StockShares. None of the Acquired Corporations Company and each of its Subsidiaries is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(ii) Shares or other securities, except for the Company’s right to repurchase or reacquire Restricted Shares held by an employee of the Disclosure Schedule describes all repurchase rights held by Company upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. There are no bonds, debentures, notes or other indebtedness of the Company with respect having the right to shares vote on any matters upon which the holders of Company Common Stock (whether such shares were issued pursuant Shares are entitled to the exercise of Company Options or otherwise)vote. (bc) As of the date of this Agreement, 1,279,851 shares of Company Common Stock are subject to issuance pursuant to Company Options (whether granted and outstanding under the Company Option Plans or otherwise). Part 3.3(b)(i) of the Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the particular Company Option Plan or non-plan arrangement 613,407 Shares are subject to issuance pursuant to which such Company Option was grantedstock options granted and outstanding under the Company’s 2001 Equity Incentive Plan, if applicableas amended; (ii) 1,743,077 Shares are subject to issuance pursuant to stock options granted and outstanding under the name of the optioneeCompany’s 2007 Equity Incentive Plan; (iii) the number of shares of Company Common Stock 424,227 Shares are subject to such Company Optionissuance pursuant to restricted stock units issued and outstanding under the Company’s 2007 Equity Incentive Plan; (iv) 11,350 Shares are subject to outstanding rights under the exercise Company’s 2007 Employee Stock Purchase Plan (the “ESPP”) (assuming that the closing price of such Company Optionper Share as reported on the NASDAQ Global Select Market on the purchase date for the current offering period was equal to the Offer Price); (v) 104,444 Shares are subject to issuance pursuant to stock options granted and outstanding under the date on which such Company 2007 Non-Employee Directors Stock Option was grantedPlan; and (vi) whether 2,380,823 Shares are reserved for future issuance under the Company Option is intended to qualify as an “incentive stock option” under section 422 Equity Plans. The weighted-average per-Share exercise price of the Code; (vii) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable Options outstanding as of the date of this Agreement; and (viii) the date on which such Company Option expires. Each grant of Agreement that have a Company Option was duly authorized no later per-Share exercise price that is less than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company and all other applicable Legal Requirements, the per share exercise price of each Company Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with generally accepted accounting principles in the United States in the financial statements (including the related notes) of the CompanyOffer Price is $10.76. The Company has Made Available delivered or otherwise made available to Parent accurate and complete copies of all stock option equity plans covering the Company Options, Restricted Shares and equity-based compensation plans pursuant to which any of the Acquired Corporations has granted stock options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) currently outstanding or exercised since January 1, 2004, and the 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). As of the date of this Agreement, 170,420 shares of Company Restricted Stock have been issued or are outstanding. Part 3.3(b)(ii) of the Disclosure Schedule sets forth the following information with respect to each share of Company Restricted Stock Units outstanding as of the date of this Agreement: (A) , and the particular forms of all stock option agreements evidencing such Company Option Plan or non-plan arrangement pursuant to which Options, the forms of all option early exercise agreements evidencing such share Restricted Shares and the forms of Company all restricted stock unit agreements evidencing such Restricted Stock was issuedUnits. No award agreement evidencing any Company Equity Award contains material terms that are inconsistent with, if applicable; or in addition to, such forms (B) the name of the holder thereof; (C) except with respect to the number of awards or shares covered thereby, the grant date, the exercise price, the vesting schedule or the expiration date, as applicable). Each Company Option, Restricted Share, Restricted Stock Unit and right under the ESPP may, by its terms, be treated at the Effective Time as set forth in Section 6.3(a), (b) or (c), as applicable. No holder of a Company Option, Restricted Company Share or Restricted Stock held by such holder; (D) Unit is entitled, at the date on which Effective Time to any treatment of such Company Option, Restricted Share or Restricted Stock was issued; and Unit other than as provided in Section 6.3(a), (Eb) or (c), as applicable. The exercise price of each Company Option is not less than the applicable vesting schedule, and the extent to which such Restricted Company Stock is vested fair market value of a Share as of determined on the date of this Agreementgrant of such Company Option. As Each grant of Company Equity Awards was recorded on the Company’s financial statements (including any related notes thereto) for any period ending on or after the date of this Agreementsuch grant and contained in the Company SEC Documents. (d) There are no outstanding or authorized stock appreciation, Company Restricted Stock Units covering 10,050 shares of Company Common Stock are outstanding. Part 3.3(b)(iii) of the Disclosure Schedule sets forth the following information phantom stock, profit participation or similar rights or equity-based awards with respect to each the Company Restricted Stock Unit outstanding as or any of the date of this Agreement: (1) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (2) the name of the holder thereof; (3) the number of shares of Company Common Stock covered under such outstanding Company Restricted Stock Unit held by such holder; (4) the date on which such Company Restricted Stock Unit was granted; and (5) the applicable vesting schedule, and the extent to which such Restricted Company Stock Unit is vested as of the date of this Agreementits Subsidiaries. (ce) There Except as set forth in Section 3.3, there is nonot issued, reserved for issuance or outstanding, and there is not any stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to issue, deliver or sell, or cause to be issued, delivered or sold: (i) outstanding equity-based compensation award, any shares of capital stock or other securities of the Company or any of its Subsidiaries; (ii) any 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 or any of its Subsidiaries, share of deferred stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the Acquired Corporationsvalue of which is in any way based upon or derived from, the value of any shares of capital stock or other securities of the Company or any of its Subsidiaries or the value of the Company or any of its Subsidiaries or any part thereof; or (iiiii) outstanding security, instrument or obligation that is or may (given the lapse of time or the satisfactions of conditions therein or otherwise) become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of its Subsidiaries. Neither the Acquired Corporations; (iii) shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which Company nor any of its Subsidiaries is a party to (A) any voting agreement with respect to the Acquired Corporations is or may (given the lapse voting of time or the satisfaction any of conditions therein or otherwise) become obligated to sell or otherwise issue any its shares of its capital stock or any other securities; securities or (ivB) condition or circumstance that provides a reasonable basis for the assertion of a claim by any Person agreement pursuant to the effect that such which any Person is entitled to acquire elect, designate or receive nominate any director of the Company or any of its Subsidiaries. (f) The authorized capital stock of Cartesian consists of 100 shares of stock, all of which shares have been issued and are outstanding as of the date of this Agreement. Each outstanding share of capital stock of Cartesian is (i) duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and (ii) held by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ free and clear of any Encumbrance (except for Permitted Encumbrances and Encumbrances for the benefit of the Company under the Succession Agreement dated December 31, 2005 by and among Cartesian, ▇▇. ▇▇▇▇▇▇ and the Company (the “Succession Agreement”)). Except as provided in the Succession Agreement: (x) none of the outstanding shares of Cartesian stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (y) none of the outstanding shares of Cartesian stock is subject to any right of first refusal in favor of any Person; and (z) to the knowledge of the Company, there is no Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Cartesian stock. Except as provided in the Succession Agreement, there is not issued, reserved for issuance or outstanding, and there is not any Contract under which Cartesian is or may become obligated to issue, deliver or sell, or cause to be issued, delivered or sold: (A) any shares of capital stock or other securities of Cartesian; (B) any of the Acquired Corporations. (d) All outstanding shares of Company Common Stocksubscription, optionsoption, equity-based compensation awards call, warrant or right (whether payable in equity, cash or otherwisenot currently exercisable) and other securities of the Acquired Corporations have been issued and granted in compliance with: (i) all applicable securities laws, the Code and all other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding to acquire any shares of capital stock or other securities of each Cartesian, share of deferred stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the Company’s Subsidiaries have been duly authorized and validly issuedvalue of which is in any way based upon or derived from, are fully paid and non-assessable and free of preemptive rights and are owned beneficially and of record by the Company, free and clear value of any Encumbrancesshares of capital stock or other securities of Cartesian or the value of Cartesian or any part thereof; or (C) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of capital stock or other securities of Cartesian. Except for the Succession Agreement, Cartesian is not a party to (1) any voting agreement with respect to the voting of any of its shares of capital stock or other securities or (2) any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of Cartesian.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 75,000,000 1,000,000,000 shares of Company Class A Common Stock, of which 32,751,356 121,474,081 shares have been issued and are outstanding as of 4:00 p.m. Eastern time on February 15, 2024 (including 170,420 the “Capitalization Date”); (ii) 200,000,000 shares of Company Restricted Class B Common Stock) , of which 76,180,453 shares have been issued and are outstanding as of the date of this AgreementCapitalization Date; and (iiiii) 5,000,000 150,000,000 shares of Company Preferred Class C Common Stock, no par value per share, of which no shares have been issued or are outstandingoutstanding as of the Capitalization Date; and (iv) 100,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding as of the Capitalization Date. During the period from the Capitalization Date to the date of this Agreement, the Company has not issued or granted any shares of its capital stock, Company Equity Awards or other equity interests in the Company, or securities convertible into or exchangeable for such capital stock, Company Equity Awards or other equity interests in the Company, other than pursuant to the exercise, vesting and settlement of Company Equity Awards granted prior to the Capitalization Date, in accordance with their terms as in effect as of the Capitalization Date. (b) The Company does not hold any shares of its capital stock in its treasury. There are no shares of Company Common Stock beneficially owned by any Subsidiary of the Company. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable. There are no shares of Company Common Stock held by any Subsidiary of the Company. None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company. There is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common StockAcquired Companies. None of the Acquired Corporations Companies is under any obligation obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. Part 3.3(a)(ii) of the Disclosure Schedule describes all repurchase rights held by the Company with respect to shares of Company Common Stock (whether such shares were issued pursuant to the exercise of Company Options or otherwise)other securities. (bc) As of the date of this Agreement, 1,279,851 Capitalization Date: (i) 14,051,566 shares of Company Common Stock are subject to issuance pursuant to Company Options (whether granted and outstanding under the Company Option Equity Plans; (ii) 2,931,292 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s 2021 Employee Stock Purchase Plan (the “ESPP”); (iii) (A) 12,278,219 shares of Company Common Stock are subject to issuance and/or delivery pursuant to Company RSUs that vest solely based on time-based vesting requirements; and (B) up to a maximum of 3,307,784 shares of Company Common Stock (1,653,892 target shares of Company Common Stock) are subject to issuance and/or delivery pursuant to Company RSUs that vest based on performance-based vesting requirements; (iv) no shares of restricted Company Common Stock are outstanding; (v) no shares of Company Common Stock are subject to stock appreciation rights, whether granted under the Company Equity Plans or otherwise). ; and (vi) no Company Equity Awards are outstanding other than those granted under the Company Equity Plans. (d) Part 3.3(b)(i2.3(d) of the Disclosure Schedule accurately sets forth the following information with respect to each Company Option Equity Award outstanding as of the date of this AgreementCapitalization Date: (iA) the particular Company Option Equity Plan or non-plan arrangement (if any) pursuant to which such Company Option Equity Award was granted, if applicable; (iiB) the name of the optioneeholder of such Company Equity Award; (iiiC) the number of shares of Company Common Stock subject to such Company OptionEquity Award (including, for Company Equity Awards subject to performance-based vesting requirements, both the target and the maximum number of shares of Company Common Stock); (ivD) the exercise price (if any) of such Company OptionEquity Award; (vE) the date on which such Company Option Equity Award was granted; (vi) whether the Company Option is intended to qualify as an “incentive stock option” under section 422 of the Code; (viiF) the applicable vesting scheduleschedule (including any performance-based vesting requirements), and the extent to which such Company Option Equity Award is vested and/or exercisable (including achievement of any performance-based vesting requirements and exercisable as the number of shares of Company Common Stock vested due to the date achievement of this Agreementany performance- based vesting requirements); and (viiiG) the date on which such Company Option Equity Award expires. Each grant of ; (H) if such Company Equity Award is a Company Option was duly authorized no later than Option, whether it is an “incentive stock option” (as defined in the date on which Code) or a non-qualified stock option; (I) if such Company Equity Award is a Company RSU, whether such Company RSU is subject to Section 409A of the grant Code and the regulations and guidance thereunder (“Section 409A”); and (J) whether the vesting of such Company Option was by its terms to Equity Award would be effective (the “Grant Date”) by all necessary corporate actionaccelerated, includingin whole or in part, as applicable, approval by the board of directors a result of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms consummation of the applicable compensation plan Merger, whether alone or arrangement in combination with any termination of the employment or other event. The Company and all other applicable Legal Requirementshas no payments owing or contemplated under a dividend equivalent right (whether in cash, the per share stock or otherwise) with respect to Company Equity Awards. The exercise price of each Company Option was equal to is no less than the fair market value of a share of Company Common Stock as determined on the applicable Grant Date and each date of grant of such grant was properly accounted for in accordance with generally accepted accounting principles in Company Option. All grants of Company Equity Awards were recorded on the United States in the Company’s financial statements (including any related notes thereto) contained in the related notesCompany SEC Reports in accordance with GAAP, and no such grants involved any “back dating,” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). All outstanding Company Equity Awards have been granted under the Company Equity Plans. (e) of the Company. The Company has Made Available to Parent accurate and complete copies of all stock option and equity-based compensation plans plans, or, if not granted under an equity plan, such other Contract, pursuant to which any of the Acquired Corporations has granted stock options, restricted stockstock appreciation rights, restricted stock units, deferred stock units or other forms of equity-based compensation restricted stock awards (including all outstanding Company Equity Awards, whether payable in equity, cash or otherwise) currently that are outstanding or exercised since January 1, 2004as of the date of this Agreement, and the forms of all equity-based stock option, stock appreciation right, restricted stock unit, deferred stock unit and restricted stock award agreements evidencing such stock options, restricted stockstock appreciation rights, restricted stock units, deferred stock units or other forms of equity-based compensation restricted stock awards (whether payable in equity, cash or otherwise). As of the date of this AgreementCapitalization Date, 170,420 shares of Company Restricted Stock have been issued or are outstanding. Part 3.3(b)(ii) of the Disclosure Schedule sets forth the following information with respect to each share of Company Restricted Stock outstanding as of the date of this Agreement: (A) the particular Company Option Plan or non-plan arrangement pursuant to which such share of Company Restricted Stock was issued, if applicable; (B) the name of the holder thereof; (C) the number of shares of Restricted Company Stock held by such holder; (D) the date on which such Company Restricted Stock was issued; and (E) the applicable vesting schedule, and the extent to which such Restricted Company Stock is vested as of the date of this Agreement. As of the date of this Agreement, Company Restricted Stock Units covering 10,050 44,768,816 shares of Company Common Stock are outstanding. reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Equity Plans. (f) Except (x) as set forth in this Section 2.3 or in Part 3.3(b)(iii) 2.3 of the Disclosure Schedule sets forth the following information with respect to each Company Restricted Stock Unit outstanding as of the date of this Agreement: or (1y) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (2) the name of the holder thereof; (3) the number of for any shares of Company Common Stock covered under such issued (I) pursuant to the exercise, vesting and settlement of Company Equity Awards, or issuance of shares of Company Class A Common Stock pursuant to outstanding Company Restricted Stock Unit held by such holder; (4) Options, in each case granted prior to the date on which such Company Restricted Stock Unit was granted; and (5) the applicable vesting scheduleCapitalization Date, and the extent to which such Restricted Company Stock Unit is vested in accordance with their terms as in effect as of the date Capitalization Date or (II) in compliance with Section 4.2(b)(ii) of this Agreement. (c) There , there is no: (i) outstanding equity-based compensation award, subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Acquired CorporationsCompanies; (ii) outstanding security, instrument or obligation obligation, in each case, that is or may (given the lapse of time or the satisfactions of conditions therein or otherwise) become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsCompanies; or (iii) shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations Companies is or may (given the lapse of time or the satisfaction of conditions therein or otherwise) become obligated to sell or otherwise issue any shares of its capital stock or any other securities; . There is no stockholder rights plan (or similar plan commonly referred to as a “poison pill”) in effect. (ivg) condition or circumstance that provides a reasonable basis There is no Company Contract providing for the assertion voting or registration of, or granting any preemptive rights, anti-dilutive rights or rights of a claim by any Person first refusal or other similar rights with respect 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 CorporationsCompany Common Stock. (dh) All outstanding shares of Company Common Stock, options, equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities of the Acquired Corporations Companies have been issued and granted in compliance in all material respects with: (i) all applicable securities laws, the Code laws and all other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (ei) All of the outstanding shares of capital stock of each of the Significant 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, free and clear of any Encumbrances (other than Permitted Encumbrances). (j) All of the outstanding shares of capital stock of each of the Company’s Subsidiaries (other than the Significant Subsidiaries) have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and free of preemptive rights rights, and are owned beneficially and of record by the Company, free and clear of any Encumbrances (other than Permitted Encumbrances).

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 75,000,000 shares of Company Common Stock310,000,000 Shares, (A) of which 32,751,356 shares (including 170,420 shares of Company Restricted Stock) 39,029,036 Shares have been issued and are outstanding as of the date close of this Agreementbusiness on the Reference Date, of which 34,419,536 Shares issued and outstanding are Voting Common Stock and 4,609,500 Shares issued and outstanding are Non-Voting Common Stock and (B) none of which Shares are held in treasury by the Company; and (ii) 5,000,000 10,000,000 shares of Company Preferred Stock, no par value per share, none of which no shares have been are issued or are outstanding. The Company does not hold any shares outstanding as of its capital stock in its treasurythe close of business on the Reference Date. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable. There are no shares of Company Common Stock held by any Subsidiary of the Company. None All of the outstanding shares of the capital stock of the Company Common Stock is have been duly authorized and validly issued and are fully paid and nonassessable. (b) (i) None of the outstanding Shares are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right. None , (ii) none of the outstanding shares of Company Common Stock Shares is subject to any right of first refusal in favor of the Company. There , (iii) there are no outstanding bonds, debentures, notes or other Indebtedness of the Company having a right to vote on any matters on which the Company Stockholders have a right to vote and (iv) there is no Company Contract or, to the knowledge of the Company, any other Contract, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging pledging, transferring or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Shares. The Company Common Stock. None of the Acquired Corporations is not under any obligation obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common StockShares. Part 3.3(a)(ii) of the Disclosure Schedule describes all repurchase rights held by the Company with respect to shares of The Company Common Stock (whether such shares were issued pursuant to constitutes the exercise only outstanding class of securities of the Company Options registered under the Securities Act or otherwise)the Exchange Act. (bc) As of the date close of this Agreement, 1,279,851 shares of Company Common Stock business on the Reference Date: (i) 6,114,166 Shares are subject to issuance pursuant to Company Options (whether granted and outstanding under the Company Option Equity Plans; (ii) 201,370 Shares are subject to or otherwise deliverable in connection with granted and outstanding RSUs under the Company Equity Plans; (iii) 1,174,656 Shares are reserved for future issuance under the Company Equity Plans; and (iv) 942,817 Shares are reserved for future issuance under the Company ESPP. The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of all Company Equity Plans or otherwise). Part 3.3(b)(i) of covering the Disclosure Schedule sets forth the following information with respect to each Company Option Options and RSUs outstanding as of the date of this Agreement: (i) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Option was granted, if applicable; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) whether the Company Option is intended to qualify as an “incentive stock option” under section 422 of the Code; (vii) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (viii) the date on which such Company Option expires. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the applicable compensation plan or arrangement of the Company and all other applicable Legal Requirements, the per share exercise price of each Company Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date and each such grant was properly accounted for in accordance with generally accepted accounting principles in the United States in the financial statements (including the related notes) of the Company. The Company has Made Available to Parent accurate and complete copies of all stock option and equity-based compensation plans pursuant to which any of the Acquired Corporations has granted stock options, restricted stock, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise) currently outstanding or exercised since January 1, 2004, Agreement and the forms of all equity-based award agreements evidencing such optionsCompany Stock Awards (or if any individual award agreements contain terms that materially deviate from such forms, restricted stockcopies of such individual award agreements). (d) Except as otherwise set forth in this Section 3.5, restricted stock units or other forms of equity-based compensation (whether payable in equity, cash or otherwise). As of the date of this Agreement, 170,420 shares of Company Restricted Stock have been issued or are outstanding. Part 3.3(b)(ii) of the Disclosure Schedule sets forth the following information with respect to each share of Company Restricted Stock outstanding as of the date close of this Agreement: (A) business on the particular Company Option Plan or non-plan arrangement pursuant to which such share of Company Restricted Stock was issuedReference Date, if applicable; (B) the name of the holder thereof; (C) the number of shares of Restricted Company Stock held by such holder; (D) the date on which such Company Restricted Stock was issued; and (E) the applicable vesting schedule, and the extent to which such Restricted Company Stock is vested as of the date of this Agreement. As of the date of this Agreement, Company Restricted Stock Units covering 10,050 shares of Company Common Stock there are outstanding. Part 3.3(b)(iii) of the Disclosure Schedule sets forth the following information with respect to each Company Restricted Stock Unit outstanding as of the date of this Agreement: (1) the particular Company Option Plan or non-plan arrangement pursuant to which such Company Restricted Stock Unit was issued, if applicable; (2) the name of the holder thereof; (3) the number of shares of Company Common Stock covered under such outstanding Company Restricted Stock Unit held by such holder; (4) the date on which such Company Restricted Stock Unit was granted; and (5) the applicable vesting schedule, and the extent to which such Restricted Company Stock Unit is vested as of the date of this Agreement. (c) There is no: (i) outstanding equity-based compensation awardshares of capital stock, subscriptionor other equity interest in the Company; (ii) outstanding subscriptions, optionoptions, callcalls, warrant warrants or right rights (whether or not currently exercisable) to acquire any shares of capital stock, restricted stock units, stock-based performance units or any other rights that are linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Acquired CorporationsCompany; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may (given the lapse of time or the satisfactions of conditions therein or otherwise) become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsCompany; or (iiiiv) shareholder stockholder rights plan plans (or similar plan commonly referred to as a “poison pill”) or Contract Contracts under which any of the Acquired Corporations Company is or may (given the lapse of time or the satisfaction of conditions therein or otherwise) become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that provides a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (d) All outstanding shares of Company Common Stock, options, 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 with: (i) all applicable securities laws, the Code and all other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (e) All grants of Company Options and RSUs were validly issued and properly approved by the Company Board (or a duly authorized committee thereof) in accordance with all applicable Legal Requirements and the terms of the outstanding shares applicable Company Equity Plan as of capital stock the applicable date of grant and the exercise price per Share of each Company Option was not less than the fair market value of a Share on the applicable date of grant. No Company Options or RSUs have been retroactively granted or the exercise price of any such Company Option determined retroactively in contravention of applicable Legal Requirements. Other than as set forth in Section 3.5(c), there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, performance stock unit award, restricted stock award, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Company. (f) Section 3.5(f) of the Company’s Subsidiaries have been duly authorized Company Disclosure Schedule sets forth, with respect to each Company Stock Award (on a grant-by-grant basis) that is outstanding as of the close of business on the Reference Date: (i) the name (or employee identification number) and validly issuedcountry of residence (if outside the U.S.) of the holder thereof, (ii) the Company Equity Plan pursuant to which such Company Option or RSU was granted, (iii) the grant date, (iv) the number of Shares issuable thereunder on the grant date, (v) the exercise price per Share with respect to each Company Option, (vi) the number of Shares subject thereto that are fully paid currently vested and non-assessable unvested, (vii) the vesting schedule thereof (including any accelerated vesting), (viii) the expiration date thereof, (ix) whether such Company Option or RSU is subject to Section 409A of the Code, (x) for any Company Option, whether such Company Option is intended to qualify as an “incentive stock option” (as defined in Section 422 of the Code) and free of preemptive rights and are owned beneficially and of record by the Company, free and clear of (xi) whether early exercise is permitted with respect to any EncumbrancesCompany Option.