Common use of Capitalization Clause in Contracts

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26, 2016, (i) 28,746,664 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securities.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 400,000,000 shares of Company Common Stock Stock, 20,000,000 shares of Class B common stock of the Company and 10,000,000 shares of Class F common stock of the Company, each with a par value of $0.0001 per share and 10,000,000 shares of preferred stock of the Company (“Company Preferred Stock”), including 55,000 shares of Series A Redeemable Convertible Preferred Stock (“Series A Preferred Stock”) and 22,050 shares of Series B Redeemable Convertible Preferred Stock. At the close As of business on July 26June 21, 20162022 (“Company Capitalization Date”), (i) 28,746,664 shares of Company Common Stock there were issued and outstanding; outstanding (iiA) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 77,060,612 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (vB) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 19,610 shares of Company Common Series A Preferred Stock, and outstanding (C) Company RSU Awards DSUs with respect to 1,813,980 an aggregate of 2,052,474 shares of Company Stock. From such date until the date hereof, neither all of which were issued under the Company nor any of its Subsidiaries has issued any LTIP, and (ii) 5,414,193 shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any Company Stock are reserved under the Company LTIP. All the outstanding shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have beenStock are, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (reserved for issuance as described above shall be, when issued in accordance with the respective terms thereof), duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and are free of preemptive rights. (b) Section 4.5(b) of the Company Disclosure Letter, sets forth a true and complete list, of (i) each Company Equity Award, (ii) the name of the Company Equity Award holder, (iii) the number of shares of Company Stock underlying each Company Equity Award, (iv) in the case of any Pool A Performance Award or Pool B Performance Award, the Accumulated Cash Award Value, (v) the date on which the Company Equity Award was granted (vi) the vesting schedule with respect to the Company Equity Award, including any right of acceleration of such vesting schedule, (vii) the exercise price of each Company Equity Award, if applicable, and (viii) the expiration date of each Company Equity Award, if applicable. The Company LTIP permits the treatment of Company Equity Awards described in Article III. (c) Section 4.2(a4.5(c) of the Company Disclosure Letter contains sets forth a true, correct true and complete list, as of (i) each Warrant, (ii) the name of the date hereofWarrant holder, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, (iii) the number of shares of Company Common Stock subject underlying such Warrant and (iv) the exercise price of such Warrant. (d) Section 4.5(d) of the Company Disclosure Letter sets forth a true and complete list of (i) each Equity Linked Convertible Note, (ii) the name of the Equity Linked Convertible Note holder, (iii) the amount outstanding under such Equity Linked Convertible Note and (iv) the conversion price of such Equity Linked Convertible Note. (e) Except (w) as set forth in Section 4.5(e) of the Company Disclosure Letter, (x) for any awards issued pursuant to such the Company Stock Award, LTIP after the date of grantthis Agreement in accordance with the terms of this Agreement (all of which will be set forth on an updated Company Disclosure Letter delivered five (5) Business Days prior to the Closing and which otherwise will comply with the last sentence of Section 4.5(a)), (y) for any shares of Company Stock issued upon the exercise or purchase price and expiration thereof. Except for of any Company Equity Award, in each case, that were outstanding on the Company Stock AwardsCapitalization Date or subsequently granted under the Company LTIP or otherwise in accordance with the terms of this Agreement and (z) the Warrants and the Equity Linked Convertible Notes, there are on the date hereof no issued, reserved for issuance or outstanding (Ai) shares of capital stock or other voting securities of or other ownership interests in the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities of or other ownership interests in the Company, (Biii) options, warrants, calls, pre-emptive rights, subscriptions, rights options or other agreements or commitments requiring rights to acquire from the Company to issueCompany, or other obligations obligation of the Company to issue, any shares of capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or other voting securities of or other ownership interests in) in the Company or (oriv) restricted shares, in each casestock appreciation rights, the economic equivalent thereof)performance units, (C) obligations of restricted stock units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by the Company to grantor any of its Subsidiaries that are derivative of, extend or enter into provide economic benefits based, directly or indirectly, on the value or price of, any subscription, warrant, right, convertible or exchangeable security shares of capital stock or other similar agreement or commitment relating to any capital stock, voting securities of or other ownership interests in the Company (the items in clauses (A), i) through (Biv) and (C), together with the capital stock of the Company, being referred to collectively as the “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws). (bf) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, and neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of maintains an employee stock purchase plan. Neither the Company or any other Person. There are not outstanding obligations to which the Company or nor any of its Subsidiaries is a party restricting to any voting trust, proxy, voting agreement or other similar agreement with respect to the transfer ofvoting of any Company Securities. All outstanding shares of capital stock of the Company have been, and all shares that may be issued pursuant to any equity compensation plan or arrangement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. No Subsidiary of the Company owns any shares of capital stock of the Company or any Company Securities. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (whether on an as-converted basis or otherwise) (or convertible into, or limiting exchangeable for, securities having the exercise right to vote) on any matters on which stockholders of voting rights with respect to, any Subsidiaries Securitiesthe Company may vote.

Capitalization. (a) The authorized share capital stock of the Company consists of 200,000,000 $1,630,185.83 divided into 1,076,416,910 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stockpar value $0.015144558 each. At the close of business on July 26August 24, 20162018 (the “Capitalization Date”), (i) 28,746,664 shares of 59,692,594 Company Common Stock Shares were issued and outstanding; , (ii) no shares of Company Preferred Stock 11,000,000 5.95% Preference Shares were issued and outstanding; , (iii) 4,826,402 10,000,000 5.625% Preference Shares were issued and outstanding, (iv) no Company Shares were held by the Company in as treasury shares or held by its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and Subsidiaries, (v) under the 847,153 Company Stock Plans, there Shares were outstanding Company Options to purchase 2,576,792 shares issuable in respect of Company Common Stock, and outstanding Company RSU Awards with respect and Company Performance Units, measured at the target level of performance and (vi) 286,919 Company Shares were subject to 1,813,980 shares Company Phantom Share awards measured at target level of performance (which Company Phantom Share awards are, by their terms, settled solely in cash). The number of Company Stock. From Shares that could be acquired with accumulated payroll deductions under the Company ESPP at the close of business on the purchase date for any offering period in effect as of the date of this Agreement (assuming (A) the market price of a Company Share as of the close of business on the business day immediately preceding such date until is equal to the Merger Consideration, (B) such date represents the last day of the current offering period, and (C) payroll deductions continue at the current rate) does not exceed 75,858 Company Shares. Since the Capitalization Date through the date hereofof this Agreement, other than in connection with the vesting, settlement, or exercise of Company Awards outstanding on the Capitalization Date and included in the second sentence of this Section 4.02(a) or the issuance of Company Share Purchase Plan Awards included in the immediately preceding sentence, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards Company Securities. (b) Except as set forth in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereofSection 4.02(a), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awardsthis Agreement, there are on were (i) no issued and outstanding Company Shares or other equity or voting interests in the date hereof Company, (ii) no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock Company Shares or other equity or voting securities or ownership interests in the Company, (Biii) no outstanding options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of commitments or agreements to acquire from the Company, or that obligate the Company to issue, any capital stock, voting securities Company Shares or other ownership equity or voting interests in (in, or any securities convertible into or exchangeable for capital stock Company Shares or other equity or voting securities or other ownership interests in) in the Company (or, in each case, the economic equivalent thereof)Company, (Civ) no obligations of the Company to grant, extend extend, or enter into any subscription, warrant, right, convertible or exchangeable security security, or other similar agreement or commitment relating to any capital stockCompany Shares, voting securities or other ownership equity or voting interests in in, the Company (collectively, “Company Rights” and the items in clauses (Ai), (Bii), (iii) and (C), together with the capital stock of the Company, iv) being referred to collectively to, collectively, as “Company Securities”) or and (Dv) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities or dividends paid thereon. Other than in connection with the shares of Company Common Stock. There are Awards outstanding on the date hereof Capitalization Date and included in the second sentence of Section 4.02(a) or Company Share Purchase Plan Awards included in the third sentence of Section 4.02(a), there are no outstanding obligations agreements or instruments of any kind that obligate the Company or any of its Subsidiaries to purchaserepurchase, redeem redeem, or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights Securities (or convertible into securities having such rights) with respect to obligate the Company to grant, extend, or enter into any such agreements relating to any Company Subsidiary issued and outstanding. There are no (iSecurities) voting trusts or other agreements or understandings to which that grant from the Company or any of its Subsidiaries is a party with respect to the voting any preemptive rights, subscription rights, anti-dilutive rights, rights of capital stock of the Company first refusal, or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies similar rights with respect to any such sharesCompany Securities. There are no outstanding With respect to each Company Award, Section 4.02(b) of the Company Disclosure Letter sets forth (i) securities the name of the holder of such Company Award, (ii) the type of award, (iii) the number of Company Shares subject to such Company Award, (iv) the grant date of such Company Award, (v) the vesting schedule applicable to such Company Award, and (vi) the Company Share Plan under which such Company Award was granted. Except as described in this Section 4.02, no direct or indirect Subsidiary of the Company owns any Company Securities. None of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments Company is a party to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stockshareholders’ agreement, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Companytrust agreement, (iii) obligations of the Company or any of its Subsidiaries to grantregistration rights agreement, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment understanding relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company Securities or any of its Subsidiaries other agreement relating to make the disposition, voting, or dividends with respect to any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the issued and outstanding shares of capital stock of the Subsidiaries of the Company Shares have been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights. Except There are no accrued or unpaid dividends or dividend equivalent rights with respect to any Company Shares, Company Performance Units, or Company RSU Awards, except for Subsidiary Securitiesthe Per Share Accrued Dividend Equivalents. (c) The Company Shares, neither the 5.95% Preference Shares, and the 5.625% Preference Shares constitute the only issued and outstanding classes of equity securities of the Company nor any of and its Subsidiaries owns registered under the Exchange Act. (d) Section 4.02(d) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of the name and jurisdiction of incorporation or organization of each Subsidiary of the Company. All of the issued and outstanding shares, share capital or shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company (except for directors’ qualifying shares or the like) are owned, directly or indirectly any equity interests in any Personindirectly, beneficially and of record, by the Company, free and clear of all Liens and material transfer restrictions, except for such Liens and transfer restrictions of general applicability as may be provided under the Securities Act, other applicable securities Laws, or has Insurance Laws (including any obligation restriction on the right to acquire any such equity interestsvote, sell, or otherwise dispose of such shares, share capital, shares of capital stock, or other equity or voting interests). Each issued and outstanding share, share capital, or share of capital stock of each Subsidiary of the Company that is held, directly or indirectly, by the Company is duly authorized, validly issued, fully paid, nonassessable, and free of preemptive rights, and there are no subscriptions, options, warrants, rights, calls, contracts, or other commitments, understandings, restrictions, or arrangements relating to provide funds to the issuance, acquisition, redemption, repurchase, or make sale of any investment (in the form shares, share capital, or shares of a loan, capital contribution stock or otherwise) in other equity or voting interests of any Subsidiary of the Company Company, including any right of conversion or exchange under any outstanding security, instrument or agreement, and agreement granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal, or similar rights (to Persons other Person. There are not outstanding obligations to which than the Company or any Subsidiary of its the Company) with respect to any securities of any Subsidiary of the Company. None of the Subsidiaries is a party restricting of the transfer Company has any outstanding equity compensation plans relating to the share capital of, or limiting the exercise of other equity or voting rights with respect tointerests in, any Subsidiaries SecuritiesSubsidiary of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of 15,000,000 Company Common Stock Shares and 10,000,000 700,000 shares of Company Preferred Stock. At As of the close of business on July 26October 16, 20162020, 2020 (the “Capitalization Date”), (i) 28,746,664 shares of 7,826,180 Company Common Stock Shares were issued and 7,344,955 Company Shares were outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; and (iii) 4,826,402 481,225 Company Shares were held by the Company in its treasury; (iv) an aggregate . From the Capitalization Date to the execution of 4,390,772 shares this Agreement, the Company has not issued any Company Shares except pursuant to the exercise of Company Stock were reserved for issuance pursuant to outstanding awards and rights under Options or the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares settlement of Company Common Stock, and outstanding Company RSU Awards outstanding as of the Capitalization Date in accordance with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stocktheir terms. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. (b) As of the close of business on the Capitalization Date, (i) 212,187 Company Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Stock Plans, (ii) 12,666 Company Shares were subject to issuance pursuant to Company RSU Awards granted and outstanding under the Company Stock Plans, (iii) 1,109,982 Company Shares were reserved for future issuance under the Company Stock Plans. Section 4.2(a4.2(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereofCapitalization Date, of all (A) the name of each holder of Company Options and Company RSU Awards, (B) the number of Company Shares subject to each outstanding Company Option and Company RSU Award held by such holder, (C) the name of the Company Stock AwardsPlan under which the Company Option or Company RSU Award was granted, indicating as applicable(D) the grant or issuance date of each such Company Option and Company RSU Award, (E) with respect to each Company Stock Award then outstandingOption, the type of exercise price and expiration date thereof. (i) With respect to each Company Stock Award grantedOption, the number per share exercise price was not less than the fair market value (within the meaning of shares Section 409A of the Code) of a Company Common Stock subject to such Company Stock Award, Share on the date of grant, exercise or purchase price grant and expiration thereof(ii) each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies. Each Company Option and Company RSU Award may by its terms be treated at the Effective Time as set forth in Section 3.7. (d) Except for the Company Stock AwardsOptions and the Company RSU Awards referenced in the first sentence of Section 4.2(b) above, there are on the date hereof no outstanding (Ai) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (Bii) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements agreements, arrangements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (in, or securities convertible into or exchangeable for or with a value that is linked to (including any “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based units or any other similar interests), capital stock or voting securities or other ownership interests in) in the Company (or, in each case, the economic equivalent thereof), (Ciii) obligations of requiring the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (Ai), (Bii) and (Ciii), together with the shares of capital stock of the Company, being referred to collectively as “Company Securities”) or (Div) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. Shares. (e) There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such SubsidiaryCompany. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities lawsLaws, including the Securities Act and “blue sky” lawsLaws. (bf) The Company or another of its Subsidiaries is the record and beneficial owner of all of the issued and outstanding shares of capital stock of of, or other equity or voting interests in, each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for which shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights, and there are no irrevocable proxies with respect to any such shares. Except for As of the date hereof, with respect to each Subsidiary of the Company, there are no securities, options, warrants, rights or other agreements or commitments or obligations, in each case of the type described in clauses (i), (ii) and (iii) of the definition of Company Securities, with respect to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (together with the shares of capital stock of the Subsidiaries of the Company, the “Subsidiary Securities, neither ”). (g) Neither the Company nor any of its Subsidiaries owns directly has outstanding bonds, debentures, notes or indirectly other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the Company Stockholders on any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment matter. (in the form of a loan, capital contribution or otherwiseh) in No Company Shares are held by any Subsidiary of the Company. (i) The Company has taken all actions necessary to (i) render the Company Stockholders’ Right Plan inapplicable to this Agreement and the transactions contemplated by this Agreement; (ii) ensure that in connection with the transactions contemplated by this Agreement, (A) neither Parent, Merger Sub or any other Person. There are not outstanding obligations of their “Affiliates” or “Associates” (each as defined in the Company Stockholders’ Rights Plan) is or will be (1) a “Beneficial Owner” of or deemed to which “beneficially own” and have “Beneficial Ownership” (each as defined in the Company Stockholders’ Rights Plan) of any securities of the Company or any (2) an “Acquiring Person” (as defined in the Company Stockholders’ Rights Plan) and (B) none of its Subsidiaries is a party restricting “Shares Acquisition Date,” a “Distribution Date” (as such terms are defined in the transfer ofCompany Stockholders’ Rights Plan) or a “Triggering Event” (as defined in the Company Stockholders’ Rights Plan) occurs or will occur, in each case of clauses (A) and (B), solely by reason of the execution of this Agreement, or limiting the exercise consummation of voting rights with respect tothe Merger, any Subsidiaries Securitiesthe Offer, or the other transactions contemplated by this Agreement; and (iii) provide that the “Final Expiration Date” (as defined in the Company Stockholders’ Rights Plan) shall occur immediately prior to the Effective Time, but only if the Effective Time shall occur. To the Company’s Knowledge, no Person is an “Acquiring Person” and no “Share Acquisition Date,” “Distribution Date” (as such terms are defined in the Company Stockholders’ Rights Plan) or “Triggering Event” (as defined in the Company Stockholders’ Rights Plan) has occurred. The Company Stockholders’ Rights Plan has not been amended or modified.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 145,000,000 shares of common stock of the Company, par value $0.01 per share (the “Company Common Stock”), and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). The rights and privileges of the Company Common Stock and 10,000,000 shares of the Company Preferred StockStock are as set forth in the Company’s certificate of incorporation as currently in effect. At the close of business on July 26December 30, 2016, 2020 (ithe “Capitalization Date”): (A) 28,746,664 53,822,535 shares of Company Common Stock were issued and outstanding; (iiB) no an aggregate of 1,044,100 shares of Company Common Stock were subject to outstanding Company RSU Awards; (C) an aggregate of 1,252,266 shares of Company Common Stock were subject to outstanding Company PSU Awards (assuming maximum achievement); (D) an aggregate of 699,297 shares of Company Common Stock were reserved by the Company for issuance under the ESPP; and (E) zero shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by . Since the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until Capitalization Date through the date hereof, other than vesting of Company Equity Awards pursuant to the existing terms of such awards, neither the Company nor any of its Subsidiaries has issued (1) issued, delivered, sold, announced, pledged, transferred, subjected to any shares Lien or granted or otherwise encumbered or disposed of its capital stockany Company Securities or incurred any obligation to make any payments to any Person based on the price or value of any Company Securities or (2) established a record date for, has granted declared, set aside for payment or paid any optionsdividend on, restricted stock, stock appreciation rights, warrants or rights or entered into made any other agreements or commitments to issue any shares of its capital stock, or granted any other awards distribution in respect of of, any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be Securities. (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(ab) Part 4.05(b) of the Company Disclosure Letter contains a true, correct and complete listSchedule sets forth, as of the date hereofclose of business on the Capitalization Date, a complete and correct list of (i) all outstanding Company Stock RSU Awards, indicating as applicable, with respect to each Company Stock Award then outstandingincluding the respective name of the holder, the type of Company Stock Award grantedgrant date, the vesting schedule, terms and conditions, the number of shares of Company Common Stock subject to each Company RSU Award and the distribution dates for such shares and (ii) all outstanding Company Stock AwardPSU Awards, including the respective name of the holder, the grant date, the vesting schedule, terms and conditions, the performance period, and the maximum number of shares of Company Common Stock subject to each Company PSU Award. (c) Except as set forth in this Section 4.05, and for changes since the Capitalization Date resulting from settlement of Company Equity Awards outstanding on such date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awardsgranted thereafter as permitted under Section 6.01(b)(iii), there are on the date hereof no outstanding (Ai) shares of capital stock or voting securities or other Equity Interests of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in other Equity Interests of the Company, (Biii) options, warrants, calls, pre-emptive rights, subscriptions, warrants or other rights or other agreements or commitments requiring arrangements to acquire from the Company to issueCompany, or other obligations or commitments of the Company to issue, transfer, dispose or sell any capital stock, stock or other voting securities or other ownership interests in (Equity Interests in, or any securities convertible into or exchangeable for capital stock or other voting securities or other ownership interests Equity Interests in) the Company (or, in each case, the economic equivalent thereof)Company, (Civ) obligations of restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the Company to grantvalue or price of, extend or enter into any subscriptioncapital stock of, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in Equity Interests in, the Company (the items in clauses (A), (Bi)-(iv) and (C), together with the capital stock of the Company, being referred to collectively as the “Company Securities”), (v) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchasevoting trusts, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes proxies or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other similar agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in by which the Company or any of its Subsidiaries in exchange for ownership is bound with respect to the disposition or voting of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries or (vi) contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any Company Securities or any securities of the Company’s Subsidiaries. Neither the Company nor any of its Subsidiaries have issued any bonds, debentures, notes or other indebtedness (x) having the right to vote on any matters on which stockholders or equityholders of the Company or any of its Subsidiaries may vote (or which is convertible into into, or exchangeable for shares for, securities having such right), or (y) the value of which is directly based upon or derived from the capital stock or other stock, voting securities or ownership interests in any Subsidiary other Equity Interests of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, . There are no outstanding obligations or obligations commitments of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any outstanding Subsidiary Securitiesof the Company Securities except for acquisitions of shares of Company Common Stock by the Company as satisfaction of the applicable exercise price and/or withholding taxes pursuant to the terms of Company Equity Awards or in accordance with the existing terms of the ESPP. All Company Equity Awards and rights under the ESPP were granted in accordance with the applicable Company Stock Plans, the ESPP, all Applicable Laws, and all applicable securities exchange rules. All Company Equity Awards are evidenced by written award agreements, in each case, substantially in the forms that have been Made Available to Parent. No Subsidiary of the Company owns any Company Securities. (d) All outstanding shares of capital stock of the Subsidiaries of Company Common Stock have been, and all shares that may be issued pursuant to the Company have been Stock Plan or the ESPP, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of shares that have not yet been issued, will be) fully paid and paid, nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither and were not issued in violation of and are not subject to any right of rescission or right of first refusal, and have been offered, issued, sold and delivered by the Company nor any in compliance with all requirements of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesApplicable Law.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 200,000,000 shares of Company two hundred million (200,000,000) Common Stock and 10,000,000 shares of Company Preferred StockShares. At the close of business on July 26May 20, 20162015, (i) 28,746,664 shares of Company 138,842,945 Common Stock Shares were issued and 96,885,085 Common Shares were outstanding; , (ii) no shares of 41,957,860 Common Shares were held in treasury by the Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company 1,663,682 Common Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares outstanding grants of its capital stock or has splitOptions, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, Performance Restricted Stock Units and all shares of Company Common Restricted Stock that may be issued Rights pursuant to the exercise Company’s stock plans listed on Section 5.3(a) of the Company Disclosure Letter. Except as set forth above, at the close of business on May 20, 2015, no Common Shares were issued, reserved for issuance or outstanding. All issued and outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), Common Shares have been duly authorized and validly issued and are fully paid and nonassessable and non-assessable. (b) There are free no preemptive or similar rights granted by the Company or any Company Subsidiary on the part of preemptive rightsany holders of any class of securities of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or any such Company Subsidiary on any matter (“Voting Company Debt”). Except as set forth in Section 4.2(a5.3(b) of the Company Disclosure Letter contains a trueLetter, correct and complete listthere are not, as of the date hereof, any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of all Company Stock Awards, indicating as applicable, with respect any kind to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for which the Company Stock Awards, there are on the date hereof no outstanding (A) securities or any of the Company convertible into Subsidiaries is a party or exchangeable for by which any of them is bound (i) obligating the Company or any of the Company Subsidiaries to issue, deliver or sell or cause to be issued, delivered or sold, additional shares of capital stock or voting securities or ownership interests in the Companyof, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements equity interests in, or commitments requiring any security convertible or exercisable for or exchangeable into any capital stock of, or other equity interest in, the Company or any Voting Company Debt or (ii) obligating the Company or any Company Subsidiary to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscriptionsuch option, warrant, right, convertible security, unit, commitment, contract, arrangement or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock undertaking. As of the Companydate hereof, being referred to collectively as “Company Securities”) or (D) obligations by the Company or there are not any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding contractual obligations of the Company or any of its the Company Subsidiaries to purchaserepurchase, redeem or otherwise acquire any shares of capital stock of the Company Securitiesor any of the Company Subsidiaries. There are no bondsproxies, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its the Company Subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company of, or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loanother equity interests in, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsSubsidiaries. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securities.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 50,000,000 Company Common Shares and 1,000,000 shares of preferred stock. As of the date hereof, (a) 14,484,976 Company Common Stock Shares, all of which are validly issued, fully paid and 10,000,000 shares nonassessable and free of Company Preferred Stock. At the close of business on July 26preemptive rights, 2016, (i) 28,746,664 shares of Company Common Stock were are issued and outstanding; , (iib) no shares Company Common Shares are held in the treasury of Company Preferred Stock were issued and outstanding; the Company, (iiic) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of 1,985,033 Company Stock were reserved for issuance Options are outstanding pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options each such option entitling the holder thereof to purchase 2,576,792 shares of one Company Common StockShare, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of 1,651,227 Company Common Stock that may be issued Shares are authorized and reserved for future issuance pursuant to the exercise of outstanding such Company Stock Awards or vesting Options, (d) 13,345 Company Warrants are outstanding, each such Company Warrant entitling the holder thereof to purchase one Company Common Share, and 13,345 Company Common Shares are authorized and reserved for future issuance pursuant to the exercise of such Company RSU Awards Warrants and (e) no shares of preferred stock are issued and outstanding. All Company Warrants will be (when issued terminated as a result of the Merger in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rightsthereof if not exercised prior to the Effective Time. Section 4.2(a) Schedule 4.3 of the Company Disclosure Letter contains sets forth a true, correct true and complete listlist of the Company Stock Options outstanding as of the date of this Agreement with the exercise prices and periods of exercisability. Except as set forth above, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awardsthis Agreement, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for Stock Rights. All shares of capital stock or voting securities or ownership interests subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the Companyinstruments pursuant to which they are issuable, (B) optionswill be duly authorized, warrantsvalidly issued, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other fully paid and nonassessable. There are no outstanding contractual obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes Common Shares or to pay any dividend or make any other indebtedness having voting rights (distribution in respect thereof or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to financing to, or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or in, any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such SubsidiaryPerson. All outstanding securities As of the Company have been offered and issued in compliance in all material respects with all applicable securities lawsdate hereof, including except for the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the CompanyStockholders Agreements, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights trusts or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations understandings to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securitiesto the voting of stock of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 100,000,000 shares of Company Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share, (“Company Preferred Stock”). At As of the close of business on July 26March 27, 2016, 2015 (ithe “Capitalization Date”): (A) 28,746,664 20,874,966 shares of Company Common Stock were issued and outstanding; (iiB) no shares of Company Preferred Stock were issued and or outstanding; (iiiC) 4,826,402 96,712 shares of Company Shares Common Stock were held by the Company in its treasury; (ivD) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 3,108,274 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all ; (E) 386,570 shares of Company Common Stock that may be issued were subject to issuance pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be RSUs (when issued in accordance with which includes the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the maximum number of shares of Company Common Stock subject deliverable under Company RSUs with vesting based upon performance criteria); (F) 1,004,247 shares of Company Common Stock were reserved for future issuance under the Stock Plans. Such issued and outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to such any Stock Plan or as contemplated or permitted by this Agreement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, or in the case of shares that have not yet been issued, will be, fully paid and nonassessable and free of preemptive rights. The Company has made available to Parent or its counsel accurate and complete copies of the Stock Award, Plans. The Stock Plans are the date of grant, exercise only plans or purchase price and expiration thereof. Except for programs the Company Stock Awardsor any Company Subsidiaries has maintained under which stock options, there restricted shares, restricted share units, performance shares or other compensatory equity or equity-based awards have been granted and remain outstanding or may be granted. There are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other contractual obligations of the Company of any kind to issueredeem, purchase or otherwise acquire any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations outstanding shares of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by . Other than the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There , there are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (Indebtedness or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects having the right to vote (or, other than the outstanding Company Equity Awards, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Neither the Company nor any Company Subsidiary is a party to any voting agreement with all applicable respect to any Company securities laws, including the Securities Act and “blue sky” lawsor securities of any wholly-owned Company Subsidiary. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted LiensExcept as set forth in Section 3.2(a), and there are no proxies with respect to any such shares. There are no outstanding (i) securities as of the Company or any of its Subsidiaries convertible into or exchangeable for Capitalization Date, no shares of capital stock or other voting securities or ownership interests in any Subsidiary of the CompanyCompany are issued, reserved for issuance or outstanding, (ii) there is no stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities, and (iii) there are no outstanding securities, options, restricted stockbonds, debentures, notes, warrants, rights calls, rights, commitments, agreements, arrangements or other agreements undertakings of any kind (whether or commitments not currently exercisable) to acquire from which the Company or any of its Subsidiaries, the Company Subsidiaries is a party or obligations by which any of them is bound obligating the Company or any of its the Company Subsidiaries to issue, any capital stockdeliver or sell, voting securities or other ownership interests in (cause to be issued, delivered or securities convertible into or exchangeable for sold, additional shares of capital stock or other voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations Company or of any of the Company Subsidiaries or obligating the Company or any of its the Company Subsidiaries to issue, grant, extend or enter into any subscriptionsuch security, option, warrant, call, right, convertible commitment, agreement, arrangement or exchangeable security or other similar agreement or commitment relating undertaking. The Company beneficially owns the Settlement Shares and Clal does not have the right to tender any capital stock, voting securities or other ownership interests in any Subsidiary of the Company Settlement Shares in the Offer (and Purchaser shall not be required to accept for payment and pay for any of the items Settlement Shares in clauses (i), (ii) and (iii), together connection with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesOffer).

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 175,000 shares of preferred stock (the “Company Preferred Stock”). At the close of business on July 26October 22, 20162015, (ia) 28,746,664 79,354,828 shares of Company Common Stock were issued and outstanding; , (iib) no shares of Company Preferred Stock were issued and outstanding; , (iiic) 4,826,402 Company Shares were held by the Company in its treasury; (iv) RSUs with respect to an aggregate of 4,390,772 59,769 shares of Company Common Stock were reserved for issuance pursuant issued and outstanding (including shares of Company Common Stock issuable in respect of dividends declared through such date), and (d) Company Performance Share Awards with respect to outstanding awards an aggregate of 500,478 shares of Company Common Stock based on achievement of applicable performance criteria at target level were issued and rights under outstanding. From October 22, 2015 through the date of this Agreement, the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 has not issued any shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Preferred Stock. From such date until the date hereof, neither the Company nor RSUs, Company Performance Share Awards or any of its Subsidiaries has issued any other Equity Securities. (b) All outstanding shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have beenCommon Stock are, and all shares of Company Common Stock that may be issued pursuant to upon the exercise of outstanding Company Stock Awards or vesting settlement of Company RSU RSUs and Company Performance Share Awards will be (be, when issued in accordance with the terms thereof)issued, duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and are free of not subject to, or issued in violation of, any preemptive rightsright. Except as set forth in (x) Section 4.2(a3.2(b) of the Company Disclosure Letter contains a trueSchedule, correct and complete list(y) in Section 3.2(a), or (z) pursuant to the terms of this Agreement, as of the date hereof, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of all the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, (i) any capital stock of the Company or any Subsidiary of the Company or any securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company or any Subsidiary of the Company or (ii) any warrants, calls, options or other rights to acquire from the Company or any Subsidiary of the Company, or any other obligation of the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Subsidiary of the Company (the foregoing clauses (i) and (ii), collectively, “Equity Securities”). Except pursuant to the Company Stock AwardsPlan, indicating as applicablethere are not any outstanding obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any Equity Securities. There is no outstanding Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. (c) Section 3.2(c) of the Company Disclosure Schedule sets forth a complete and accurate list of the following information with respect to each Company Stock RSU and each Company Performance Share Award then outstanding, outstanding as of the type date of this Agreement: (i) the name of the holder of each Company Stock Award granted, RSU or Company Performance Share Award; (ii) the number of shares of Company Common Stock subject to each such Company Stock RSU or Company Performance Share Award, with the number of such shares subject to Company Performance Share Awards listed at both target and maximum levels; (iii) the grant date of grant, exercise each such Company RSU or purchase price Company Performance Share Award and expiration thereof. Except for (iv) the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings Plan pursuant to which the each such Company RSU or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsPerformance Share Award was granted. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securities.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 100,000,000 shares of Company Common Stock and 10,000,000 3,030,303 shares of preferred stock (the “Company Preferred Stock,” and together with the Company Common Stock, the “Company Stock”). At Immediately prior to the close Closing Date, and without giving effect to the transactions contemplated by this Agreement or any of business on July 26the other agreements contemplated hereby (collectively, 2016the “Transaction Documentation”), (i) 28,746,664 71,650,622 shares of Company Common Stock were are issued and outstanding; (ii) , and no shares of Company Preferred Stock were are issued or outstanding (the holder of all 3,030,303 share of Series A Preferred Stock outstanding as of December 31, 2022 has agreed that all such shares will convert into an equivalent number of shares of Company Common Stock in connection with the Closing and thus no such shares are issued and outstanding; (iii) 4,826,402 Company Shares were held by outstanding as of immediately prior to the Company in its treasury; (iv) an aggregate of 4,390,772 Closing Date). No other shares of Company Stock were reserved for issuance pursuant to outstanding awards are issued or outstanding, and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 no shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 Stock or shares of Company Preferred Stock are held in the treasury of the Company. Immediately prior to the Closing Date, there are and will be outstanding options to purchase shares of Company Common Stock as set forth on Section 2.2 of the Company Disclosure Schedule (“Company Options”). Immediately prior to the Closing Date, there are and will be outstanding, no warrants to purchase shares of Company Common Stock as set forth on Section 2.2 of the Company Disclosure Schedule (“Company Warrants”). Section 2.2 of the Company Disclosure Schedule sets forth a complete and accurate list of (i) all stockholders of the Company, indicating the number and class of Company Stock held by each stockholder, (ii) all stock option plans and other stock or equity-related plans of the Company (“Company Equity Plans”) and the number of shares of Company Common Stock remaining available for future awards thereunder, (iii) all outstanding Company Options and Company Warrants, indicating (A) the holder thereof, (B) the number of shares of Company Common Stock subject to each Company Option and Company Warrant, (C) the Company Equity Plan under which each Company Option was issued, (D) the exercise price, date of grant, vesting schedule and expiration date for each Company Option or Company Warrant, and (E) any terms regarding the acceleration of vesting, and (iv) all outstanding debt convertible into Company Stock. From such date until , indicating (A) the date hereofof issue, neither (B) the holder thereof, (C) the unpaid principal amount thereof, (D) the interest rate thereon, (E) the accrued and unpaid interest thereon, (F) the number and class of Company nor any of its Subsidiaries has issued any shares of its capital stockStock into which such debt is convertible, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockand (G) the conversion price thereof. All of the issued and outstanding shares of Company Shares have beenCommon Stock and Company Preferred Stock are, and all shares of Company Common Stock that may be issued pursuant to the upon exercise of outstanding Company Stock Awards Options or vesting Company Warrants or conversion of Company RSU Awards convertible debt will be (when upon issuance in accordance with their terms), duly authorized, validly issued, fully paid, nonassessable and, effective as of the Effective Time, free of all preemptive rights, and have been or will be issued in accordance with applicable laws, including but not limited to, the terms thereof), duly authorized Securities Act. Other than the Company Options and validly issued Company Warrants and are fully paid and nonassessable and are free of preemptive rights. convertible debt listed in Section 4.2(a) 2.2 of the Company Disclosure Letter contains Schedule, there are no outstanding or authorized options, warrants, securities, rights, agreements or commitments to which the Company is a trueparty or which are binding upon the Company providing for the issuance or redemption of any of Company Stock or pursuant to which any outstanding Company Stock is subject to vesting. There are no outstanding or authorized stock appreciation, correct and complete list, phantom stock or similar rights with respect to the Company. Other than as listed in Section 2.2 of the date hereofCompany Disclosure Schedule, immediately prior to the Closing Date there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of all first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. To the knowledge of the Company, immediately prior to the Closing Date there are no agreements among other parties, to which the Company Stock Awards, indicating as applicableis not a party and by which it is not bound, with respect to each Company Stock Award then outstandingthe voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the type Company. All of Company Stock Award granted, the number of issued and outstanding shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and were issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securities.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 200,000,000 40,000,000 shares of Company Common Stock and 10,000,000 Class A Stock, 9,000,000 shares of Class B Stock, and 1,000,000 shares of Series A convertible preferred stock, par value $1.00 per share (the “Company Preferred Stock“). At As of the close of business on July 26June 5, 20162012 (the “Capitalization Date“), (i) 28,746,664 10,464,627 shares of Company Common Class A Stock were issued and outstanding; , (ii) 6,209,477 shares of Class A Stock were held in treasury by the Company, (iii) 7,890,497 shares of Class B Stock were issued and outstanding, and (iv) no shares of Class B Stock were held in treasury by the Company. As of the date of this Agreement, no shares of Company Preferred Stock were issued and outstanding; . All issued and outstanding equity securities of the Company are duly authorized, validly issued, fully paid and nonassessable. (b) Section 3.02(b) of the Company Disclosure Letter contains a schedule, as of the Capitalization Date, setting forth (as applicable) the number of, exercise or reference price, vesting date (or dates) and expiration date (or delivery date) of each outstanding equity award in respect of Company Stock. With respect to each Stock Option, (i) each grant of a Stock Option was duly authorized by all necessary corporate action, including, as applicable, approval by the Board of Directors, or a committee thereof, or a duly authorized delegate thereof, and any required approval by the stockholders of the Company 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 within a reasonable time following the date on which such Stock Option was granted (the “Grant Date“), (ii) each such grant was made in accordance with the terms of the applicable plan pursuant to which the grant was effectuated, the Exchange Act and all other applicable Laws, including the rules of NYSE, (iii) 4,826,402 the per share exercise price of each Stock Option was not less than the fair market value of a share of the applicable Company Shares were held by Stock on the Company in its treasury; applicable Grant Date, (iv) an aggregate each such grant was properly accounted for in all material respects in accordance with GAAP in the financial statements (including the related notes) of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and disclosed in accordance with the Exchange Act and all other applicable Laws, and (v) under no modifications have been made to any such grants after the Grant Date. (c) There are no preemptive or similar rights on the part of any holder of any class of securities of the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares or any of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stockits Subsidiaries. From such date until the date hereof, neither Neither the Company nor any of its Subsidiaries has issued outstanding any shares bonds, debentures, notes or other obligations the holders of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants which have the right to vote (or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and which are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable exercisable for shares of capital stock or voting securities or ownership interests in having the Company, (Bright to vote) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations stockholders of the Company or any of its Subsidiaries on any matter submitted to purchasestockholders or a separate class of holders of capital stock. As of the date of this Agreement, redeem or otherwise acquire any Company Securities. There there are no bondsoptions, debentureswarrants, notes calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind relating to issued or unissued capital stock or other indebtedness having voting rights (or convertible into securities having such rights) with respect to of the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings of its Subsidiaries to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or by which any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries them is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding bound (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of obligating the Company or any of its Subsidiaries to issue, deliver, sell or transfer or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity interests in, the Company or any of its Subsidiaries, any additional shares of capital stock of, or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stockstock of, voting securities or other ownership interests in (equity interest in, the Company or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Companyits Subsidiaries, (iiiii) obligations of obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any subscriptionsuch option, warrant, call, right, convertible security, commitment, contract, arrangement or exchangeable security undertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of capital stock of, or other similar agreement or commitment relating to any capital stockequity interests in, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries Subsidiaries. (d) Except for this Agreement and the Voting Agreement, there are no voting trusts, proxies or other agreements or understandings to make any payment based on which the value Company is a party or is bound with respect to the voting, dividends or disposition of any shares capital stock of any the Company. (e) Section 3.02(e) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the name and jurisdiction of organization of each Subsidiary of the Company. There are no Company and sets forth a complete and accurate list of all outstanding obligations securities of each Subsidiary and the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securitiesregistered and beneficial owner thereof. All of the outstanding shares of capital stock of the Subsidiaries of, or other equity or voting interests in, each Subsidiary of the Company have been (except for directors’ qualifying shares or the like) are owned directly or indirectly, beneficially and of record, by the Company free and clear of all Liens, pledges, security interests and transfer restrictions, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended (the “Securities Act“), and the rules and regulations promulgated thereunder, or other applicable securities Laws (including any restriction on the right to vote, sell or otherwise dispose of such shares of capital stock or other equity or voting interests). Each outstanding share of capital stock of each Subsidiary of the Company that is held, directly or indirectly, by the Company is duly authorized and authorized, validly issued and are issued, fully paid and paid, nonassessable and are free of preemptive rights, and there are no subscriptions, options, warrants, rights, calls, contracts or other commitments, understandings, restrictions or arrangements relating to the issuance, acquisition, redemption, repurchase or sale of any shares of capital stock or other equity or voting interests of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding security, instrument or agreement, any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any securities of any Subsidiary. Except for None of the Subsidiaries has any outstanding equity compensation plans or policies relating to the capital stock of, or other equity or voting interests in, any Subsidiary Securities, neither of the Company. Neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in payments based on the form price or value of a loan, capital contribution or otherwise) in any securities of any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company dividends paid thereon or revenues, earnings or financial performance or any similar attribute of its Subsidiaries is a party restricting any Subsidiary of the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (a) 300,000,000 shares of Company Common Stock and (b) 10,000,000 shares of preferred stock, par value $.01 per share (the "Company Preferred Stock"). At As of the close of business on July 26, 2016date hereof, (i) 28,746,664 35,704,665 shares of Company Common Stock were issued and outstanding; outstanding (plus any shares issued upon exercise of Company Stock Options since February 11, 2000), all of which are validly issued, fully paid and nonassessable and (ii) 5,268,463 shares of Company Common Stock are held in the treasury of the Company. As of the date of this Agreement, no shares of the Company Preferred Stock were issued and outstanding; (iii) 4,826,402 . The Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any no other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock authorized, issued or has splitoutstanding. (b) As of February 11, combined2000, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all (i) 17,779,543 shares of Company Common Stock that may be issued were subject to issuance pursuant to the exercise of outstanding Company Stock Awards or vesting Options, (ii) 170,911 shares of Company RSU Awards will be Common Stock were subject to issuance pursuant to outstanding Company Warrants and (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free iii) 138,354 securities convertible into 2,305,900 shares of preemptive rightsCompany Common Stock were outstanding. Section 4.2(a) of the The Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicablesets forth, with respect to the Company Stock Options outstanding as of February 11, 2000, the aggregate number of shares of Company Common Stock subject to Company Stock Options under each Company Stock Award then outstanding, Option Plan and the type weighted average exercise price of such Company Stock Award grantedOptions. The Company Disclosure Letter also lists the names of all individuals or entities who own Company Warrants, together with the number of shares of Company Common Stock subject to such Company Warrants and the exercise prices of such Company Warrants. No options, warrants or other rights to acquire shares of Company Common Stock Awardhave been granted from February 11, 2000 to the date of grant, exercise or purchase price and expiration thereof. this Agreement. (c) Except for (i) Company Stock Options granted pursuant to the Company Stock AwardsOption Plans, (ii) stock options granted pursuant to the CareInsite stock option plans and arrangements described in Section 2.04 of the CareInsite Merger Agreement, and (iii) the Company Warrants, there are on no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the date hereof no outstanding (A) securities issued or unissued capital stock of the Company convertible into or exchangeable for any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issueof, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership equity interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the Company Subsidiary. All shares of Company Common StockStock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are on the date hereof no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to purchaserepurchase, redeem or otherwise acquire any shares of Company SecuritiesCommon Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to outstanding contractual obligations of the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to to, or make any investment (in the form of a loan, capital contribution or otherwise) in in, any Company Subsidiary, other than a Company Subsidiary that is wholly owned by the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any and other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not . (d) On a fully exercised and converted to Company Common Stock basis, the number of shares of Company Common Stock outstanding obligations to which on the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securitiesdate hereof would be 55,961,019.

Capitalization. (a) The authorized capital stock of the Company as of the date of this Agreement consists of 200,000,000 shares of Company Common Stock 56,666,666 Shares and 10,000,000 shares of preferred stock, par value $0.001 per share (“Company Preferred Stock”). At The rights and privileges of each class of the Company’s capital stock are as set forth in the Company’s certificate of incorporation. As of the close of business on July 26May 7, 20162009, (i) 28,746,664 shares of Company Common Stock 16,222,026 Shares were issued and outstanding; outstanding and (ii) no shares of Company Preferred Stock were issued and or outstanding; . (iiib) 4,826,402 Company Shares were held by Section 3.3(b) of the Company in its treasury; Disclosure Schedule includes a list, as of the date of this Agreement, of (ivi) an aggregate of 4,390,772 shares of each outstanding Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) Option under the Company Stock Plans, there including the identification number of the applicable holder, the Company Stock Plan under which each Company Option is granted, the grant date, the expiration date, the exercise price, and whether any option is an incentive stock option, (ii) the total number of Shares issued under each Company Stock Plan, (iii) the total number of Shares reserved for future issuance under each Company Stock Plan, and (iv) each outstanding Company RSU, including the identification number of the applicable holder, the Company Stock Plan under which such Company RSUs were issued and the issue date. The Company Stock Plans (including all amendments) have been duly approved by the Company’s stockholders. All outstanding Company Options to purchase 2,576,792 shares were granted with an exercise price not less than the fair market value of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the Shares on the date hereofof grant. The Company has made available to the Parent complete and accurate copies of all (x) Company Stock Plans, neither the (y) forms of stock option agreements evidencing Company nor any Options and (z) forms of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards evidencing Company RSUs. (c) Except as set forth in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All Section 3.3(a) of the outstanding Company Shares have beenAgreement, Sections 3.3(b) and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a3.3(c) of the Company Disclosure Letter contains a trueSchedule or Schedule 5.1 of the Agreement, correct and complete list, (i) there are not as of the date hereofof this Agreement, and at the Acceptance Time there will not be, any equity securities of all Company Stock Awardsany class of the Company, indicating or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) there are not as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grantthis Agreement, exercise or purchase price and expiration thereof. Except for at the Company Stock AwardsAcceptance Time there will not be, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) any options, warrants, equity securities, calls, pre-emptive rights, subscriptions, rights commitments or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to by which the Company or any of its Subsidiaries is bound obligating the Company or any of its subsidiaries to issue, exchange, transfer, deliver, sell or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity or voting interests of the Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity or voting interests, or obligating the Company or any of its subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement, other than the Top-Up Option. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. None of the Company or, to the Company’s knowledge, any of its Affiliates, is a party restricting the transfer of, to or limiting the exercise of voting rights is bound by any agreement with respect toto the voting (including proxies) or sale or transfer of any shares of capital stock or other equity or voting interests of the Company. For all purposes of this Agreement, the term “Affiliate” when used with respect to any Subsidiaries Securitiesperson means any other person who is an “affiliate” of that first person within the meaning of Rule 405 under the Securities Act. Except as contemplated by this Agreement and except to the extent arising pursuant to applicable state takeover or similar Laws, there are no registration rights, and there is no rights agreement, “poison pill” anti-takeover plan or other similar agreement to which the Company or any Company Subsidiary is bound with respect to any securities of the Company. (d) All outstanding Shares are, and all Shares subject to issuance as specified in Section 3.3(b) above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company’s certificate of incorporation or bylaws or any agreement to which the Company is bound. (e) There are no obligations, contingent or otherwise, of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Shares or the capital stock of the Company or any of its subsidiaries. The Company has no outstanding bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of 100,000,000 Company Common Stock Shares and 10,000,000 1,000,000 shares of Company Preferred Stock. At As of the close of business on July 26October 28, 20162022 (the “Capitalization Date”), (i) 28,746,664 shares of 45,097,340 Company Common Stock Shares were issued and outstanding; , (ii) no shares of Company Preferred Stock were issued and outstanding; outstanding and (iii) 4,826,402 3,327,821 Company Shares were held by the Company in its treasury; (iv) an aggregate . From the Capitalization Date to the execution of 4,390,772 shares of this Agreement, the Company Stock were reserved for issuance has not issued any Company Shares except pursuant to outstanding awards and the exercise of the purchase rights under the Company Stock Plans and (v) under ESPP, the Company Stock Plans, there were outstanding exercise of Company Options to purchase 2,576,792 shares or the settlement of Company Common Stock, and outstanding Company RSU Awards or Company PSU Awards outstanding as of the Capitalization Date in accordance with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stocktheir terms. All of the outstanding Company Shares Shares, (i) have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), been duly authorized and validly issued and issued, (ii) are fully paid and nonassessable and (iii) are free of any preemptive rightsrights or any similar right created by applicable Law, the organizational documents of the Company or any agreement to which the Company is a party or otherwise bound. (b) As of the close of business on the Capitalization Date, (i) 576,703 Company Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Stock Plan, (ii) 268,298 Company Shares were subject to issuance pursuant to Company RSU Awards granted and outstanding under the Company Stock Plan, (iii) 232,608 and 348,036 Company Shares were subject to issuance pursuant to Company PSU Awards granted and outstanding under the Company Stock Plan (assuming each of target and maximum achievement of all performance goals), (iv) 2,562,504 Company Shares were reserved for future issuance under the Company Stock Plan and (v) 4,631 Company Shares could be acquired with accumulated payroll deductions under the Company ESPP (assuming that the market price of a Company Share is equal to the Offer Price). Section 4.2(a4.2(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all the name of each holder of Company Stock Equity Awards, indicating as the number of Company Shares subject to each outstanding Company Equity Award (assuming, if applicable, the target and maximum achievement of all performance goals) held by such holder, the grant or issuance date of each such Company Equity Award, the exercise price, whether each Company Option is intended to be an “incentive stock option” (as defined in Section 422 of the Code) and the expiration date of each Company Option (the “Company Equity Award Schedule”). The Company shall provide Parent with an updated Company Equity Award Schedule within three (3) Business Days prior to the anticipated Closing to reflect any changes occurring between the Capitalization Date and the applicable date of delivery. With respect to each Company Stock Award then outstandingOption, the type per share exercise price was equal to the fair market value (within the meaning of Section 409A of the Code) of a Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, Share on the date of grant, exercise or purchase price grant and expiration thereofeach Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies. Each Company Equity Award and the Company ESPP may by its terms be treated at the Effective Time as set forth in Section 3.7. (c) Except for the Company Stock AwardsEquity Awards set forth in Section 4.2(b) above, there are on the date hereof no outstanding (Ai) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (Bii) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (in, or securities convertible into or exchangeable for or with a value that is linked to (including any “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based units or any other similar interests), capital stock or voting securities or other ownership interests in) in the Company (or, in each case, the economic equivalent thereof), (Ciii) obligations of requiring the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (Ai), (Bii) and (Ciii), together with the shares of capital stock of the Company, being referred to collectively as “Company Securities”) or (Div) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. Shares. (d) There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such SubsidiaryCompany. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities lawsLaws, including the Securities Act and “blue sky” lawsLaws. (be) The Company or another of its Subsidiaries is the record and beneficial owner of all of the issued and outstanding shares of capital stock of of, or other equity or voting interests in, each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), which shares (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable and (iii) are free of any preemptive rights or any similar right created by applicable Law, the organizational documents of any applicable Subsidiary or any agreement to which the Company or any Subsidiary is a party or otherwise bound, and there are no irrevocable proxies with respect to any such shares. There are no outstanding (i) securities As of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any date hereof, with respect to each Subsidiary of the Company, (ii) there are no securities, options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiariesobligations, or obligations in each case, of the Company or any of its Subsidiaries to issuetype described in clauses (i), any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests inii) any Subsidiary of the Company, and (iii) obligations of the definition of Company or any of its Subsidiaries to grantSecurities, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating with respect to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Company, the “Subsidiary Securities, neither ”). (f) Neither the Company nor any of its Subsidiaries owns directly has outstanding bonds, debentures, notes or indirectly other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the Company Stockholders on any matter. (g) No Company Shares (or other equity interests in or ownership interests, including any Person, security or has any obligation to acquire other Contract convertible into or exchangeable for any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwiseownership interest) in are held by any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesCompany.

Capitalization. (a) The authorized registered (authorized) share capital stock of the Company consists of 200,000,000 shares NIS 18,000,000 divided into 90,000,000 Company Shares, nominal value NIS 0.20 per share. As of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26January 24, 2016, 2020 (the “Company Capitalization Date”): (i) 28,746,664 shares of (A) 55,493,258 Company Common Stock Shares were issued and outstanding; , (iiB) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; treasury (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans dormant shares), and (vC) under no Company Shares were held by Subsidiaries of the Company; and (ii) 3,168,979 Company Stock Plans, there Shares were subject to outstanding Company Options to purchase 2,576,792 shares (assuming, in the case of Company Common StockOptions that are subject to the attainment of performance goals, that applicable performance goals are attained at maximum levels). Since the Company Capitalization Date and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has not issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued other than pursuant to the exercise of Company Options. (b) Section 3.4(b) of the Company Disclosure Letter sets forth, as of the Company Capitalization Date, with respect to any Company Options outstanding as of such date: (i) the number of Company Shares subject to each Company Option; (ii) the name and state of residence of the holder of each Company Option; (iii) the grant date and expiration date of each Company Option; (iv) the exercise price for each Company Option; (v) the vesting schedule; (vi) a description of any vesting acceleration provisions applicable to such Company Option; (vii) the Company Plan under which such Company Option was granted; (viii) the Tax route under which such Company Option was granted and is currently intended to qualify; and (ix) for Company 102 Options, the date of deposit of such award with the 102 Trustee, as well as the date of deposit of the applicable corporate approval and the date of deposit of the respective award agreement with the 102 Trustee (in the case of clauses (i) through (ix) on an award-by-award basis). No outstanding Company Stock Awards Options were granted outside of the Company Plans and there are no outstanding Company Restricted Shares. As of the Company Capitalization Date, 77,888 Company Shares were reserved for future issuance pursuant to equity-based awards not yet granted under the Company Plans and, since such date, the Company has not granted, committed to grant or vesting otherwise created or assumed any obligation with respect to any Company Options, except as set forth in Section 3.4(b) of the Company RSU Awards will be Disclosure Letter or as permitted by Section 5.2(b). (when issued in accordance with the terms thereof), c) All outstanding Company Shares have been duly authorized and validly issued in compliance in all material respects with all Applicable Law, and are fully paid and nonassessable and are free of any preemptive rights. All Company Options have been duly authorized and validly issued in compliance in all material respects with all Applicable Law and the Company Plans and all Company Options have been properly accounted for in accordance with U.S. GAAP on the consolidated audited financial statements of the Company and its Subsidiaries filed in or furnished with the Company SEC Reports. (d) Except (1) as set forth in Section 4.2(a3.4(d) of the Company Disclosure Letter, and (2) changes since the Company Capitalization Date resulting from the issuance of Company Shares pursuant to the Company Options set forth in Section 3.4(b) of the Company Disclosure Letter contains a true, correct and complete list, or as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awardsexpressly permitted by Section 5.2, there are on the date hereof (i) other than as set forth in Section 3.4(a), no outstanding shares of, or other equity or voting interest in, the Company; (Aii) no outstanding securities of the Company convertible into or exchangeable for shares of share capital stock of, or other equity or voting securities or ownership interests in interest in, the Company; (iii) no outstanding options, (B) optionsstock appreciation rights, warrants, calls, pre-emptive rights, subscriptionsrestricted share units, rights or other commitments or agreements or commitments requiring to acquire from the Company to issueCompany, or other obligations of that obligate the Company to issue, any share capital stockof, voting securities or other ownership interests in (equity or voting interest in, or any securities convertible into or exchangeable for share capital stock of, or other equity or voting securities or other ownership interests interest in) the Company (or, in each case, the economic equivalent thereof), Company; (Civ) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any share capital stockof, voting securities or other ownership interests in equity or voting interest (including any voting debt) in, the Company (the items in clauses (Ai), (Bii), (iii) and (Civ), together with the share capital stock of the Company, being referred to collectively as “Company Securities”) or and (Dv) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common StockSecurities. There are on the date hereof no outstanding obligations Contracts of any kind, which obligate the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes Except for the Voting Agreement and the Charter Documents or other indebtedness having voting rights (or convertible into securities having such rightsas set forth in Section 3.4(d) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary SecuritiesDisclosure Letter, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party to any Contracts restricting the transfer of, relating to the voting of, requiring registration of, or limiting the exercise granting any preemptive rights, anti-dilutive rights or rights of voting first refusal or similar rights with respect to, to any Subsidiaries Securitiessecurities of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 Fifteen Million (15,000,000) Shares and Three Million (3,000,000) shares of Company Common Stock and 10,000,000 shares preferred stock, par value $.01 per share (the "PREFERRED STOCK"). As of Company Preferred Stock. At the close of business on July 26, 2016, (i) 28,746,664 shares of Company Common Stock the day immediately preceding the date hereof: 6,876,140 Shares were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company 231,000 Shares were held by in the Company in its Company's treasury; (iv) and there were outstanding, Existing Stock Options to purchase an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights 674,200 Shares under the Company Stock Plans Option Plans, respectively (copies of which have previously been made available to Parent and (v) Sub), and there are no stock appreciation rights or limited stock appreciation rights granted under the Company Stock PlansOption Plans or otherwise outstanding. Since such date, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries (i) has not issued any shares Shares other than upon the exercise of its capital stockExisting Stock Options outstanding on such date, (ii) has not granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, purchase Shares (under the Stock Option Plans or granted any other awards in respect of any shares of its capital stock or otherwise) and (iii) has not split, combined, subdivided combined or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a4.02(a) of the disclosure letter, dated the date hereof, delivered by the Company Disclosure Letter to Parent and Sub prior to the execution of this Agreement setting forth certain information with respect to certain matters referred to in this Agreement (the "DISCLOSURE LETTER"), contains a true, correct accurate and complete list, as of the date hereof, of all Company the name of each Existing Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award grantedOption holder, the number of shares of Company Common outstanding Existing Stock subject to Options held by such Company Stock Awardholder, the grant date of granteach such Existing Stock Option, the number of Shares such holder is entitled to receive upon the exercise or purchase price of each Existing Stock Option and expiration thereofthe corresponding exercise price. Except for the Company Stock Awardsas set forth in this Section 4.02(a), there are on the date hereof no outstanding (Ai) shares of capital stock or other voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (Biii) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring to acquire from the Company to issueCompany, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof)Company, (Civ) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (Ai), (Bii), (iii) and (C), together with the capital stock of the Company, iv) being referred to collectively as “Company Securities”"COMPANY SECURITIES") or and (Dv) obligations by the Company or any of its Subsidiaries subsidiaries to make any payments based on the price or value of the shares of Company Common StockShares. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company SecuritiesSecurities and there are no performance awards outstanding under the Stock Option Plans or any other outstanding stock related awards. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsSubsidiaries. (b) The Company is, directly or another of its Subsidiaries is indirectly, the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Companyits Subsidiaries, free and clear of any Lien (other than Permitted Liens)lien, mortgage, pledge, charge, security interest or encumbrance of any kind, and there are no irrevocable proxies with respect to any such shares. There Except for shares directly or indirectly owned by the Company, there are no outstanding (i) shares or other securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, Subsidiaries (or obligations of the Company or any of its Subsidiaries to issue, ) any capital stock, voting securities or other ownership interests in (in, or any securities convertible into or exchangeable for any capital stock or stock, voting securities or other ownership interests in) , any Subsidiary of the Companyits Subsidiaries, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company Company's Subsidiaries (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, ) being referred to collectively as “Subsidiary Securities”) "SUBSIDIARY SECURITIES"), or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the CompanySubsidiary. There are no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securities.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 300,000,000 shares of Company Common Stock and 10,000,000 (ii) 30,000,000 shares of Company Preferred Stock. At As of the close of business on July 26, 2016date hereof, (i1) 28,746,664 74,082,150 shares of Company Common Stock were issued and outstanding; , all of which are validly issued, fully paid and nonassessable, (ii2) no 100 shares of Company the Company's Series A Convertible Redeemable Preferred Stock were issued and outstanding; , all of which are validly issued, fully paid and nonassessable, and (3) no shares of Company Common Stock are held in the treasury of the Company. The Company has no other capital stock authorized, issued or outstanding. (b) As of February 11, 2000, (i) 6,731,500 shares of Company Common Stock were subject to issuance pursuant to outstanding Company Stock Options, (ii) 4,122,129 shares of Company Common Stock were subject to issuance pursuant to outstanding Company Warrants and (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 812,184 shares of Company Common Stock were reserved for issuance pursuant upon the conversion of shares of Series A Convertible Redeemable Preferred Stock. The Company Disclosure Letter sets forth, with respect to outstanding awards and rights under the Company Stock Plans and (v) under Options outstanding as of February 11, 2000, the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares aggregate number of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant subject to the exercise of outstanding Company Stock Awards or vesting Options under each Company Stock Option Plan and the weighted average exercise price of such Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rightsStock Options. Section 4.2(a) of the The Company Disclosure Letter contains a true, correct and complete list, as of also lists the date hereof, names of all individuals or entities who own Company Stock AwardsWarrants, indicating as applicable, together with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Warrants and the exercise prices of such Company Warrants. No options, warrants or other rights to acquire shares of Company Common Stock Awardhave been granted from February 11, 2000 to the date of grant, exercise or purchase price and expiration thereof. this Agreement. (c) Except for (i) Company Stock Options granted pursuant to the Company Stock AwardsOption Plans and (ii) the Company Warrants, there are on no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the date hereof no outstanding (A) securities issued or unissued capital stock of the Company convertible into or exchangeable for any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issueof, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership equity interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the Company Subsidiary. All shares of Company Common StockCapital Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are on the date hereof no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to purchaserepurchase, redeem or otherwise acquire any shares of Company SecuritiesCapital Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to outstanding contractual obligations of the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to to, or make any investment (in the form of a loan, capital contribution or otherwise) in in, any Company Subsidiary, other than a Company Subsidiary that is wholly owned by the Company or any of its Subsidiaries in exchange for ownership of Common Stock and other Company Subsidiaries, or any other equity interest in Person. (d) On a fully exercised and converted to Company Common Stock basis, the number of shares of Company or such SubsidiaryCommon Stock outstanding on the date hereof would be 85,747,963, of which 50,763,375 are owned by ASC. All outstanding securities The weighted average exercise price of the Company have been offered Stock Options and issued in compliance in all material respects with all applicable securities laws, including Company Warrants outstanding on the Securities Act and “blue sky” lawsdate hereof is no less than $21.79 per share of Company Common Stock. (be) The Company or another All of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations ASC is owned of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Companyrecord and beneficially by Medical Manager. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of Such capital stock consists solely of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesASC Common Stock.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 fifty million (50,000,000) Shares and two million (2,000,000) shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At As of the close of business on July 26December 20, 20161999, (i) 28,746,664 shares of Company Common Stock were 17,373,191 Shares are issued and outstanding; (ii) no Shares are held in the treasury of the Company; (iii) no shares of Company Preferred Stock were are issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; and (iv) an aggregate of 4,390,772 shares of Company Stock were 6,064,825 Shares are reserved for issuance upon exercise of Company Options granted pursuant to outstanding awards and rights under the Company Stock Plans Option Plan and (v) under the Company Stock Plans, there were Incentive Plan. All the outstanding Company Options to purchase 2,576,792 shares of Company Common Stockthe Company's capital stock are, and outstanding Company RSU Awards with respect all Shares reserved for issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to 1,813,980 shares of Company Stockwhich they are issuable, shall be, duly authorized, validly issued, fully paid and nonassessable. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All None of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when Company's capital stock have been issued in accordance with the terms thereof), duly authorized violation of any federal or state securities laws. The Company has delivered to Parent a complete and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereofclose of business on December 20, 1999, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock the Company's capital stock subject to such Company Stock Awardoutstanding stock options (and the exercise prices thereof) or other rights to purchase or receive shares of the Company's capital stock. Since December 20, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards1999, there are on have been no changes to the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the authorized capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any the number of its Subsidiaries to make any payments based Shares or shares of Preferred Stock outstanding except for issuances of Shares upon exercise of Company Options outstanding as of such date and reflected on the price list delivered to Parent described in the preceding sentence. Since December 20, 1999, no options or value rights of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries kind to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting shares of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities lawsissued, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem granted or otherwise acquire any outstanding Subsidiary Securitiescommitted. All of the outstanding shares of capital stock of the Subsidiaries of the each Company have been Subsidiary are duly authorized and authorized, validly issued and are issued, fully paid and nonassessable nonassessable, and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any all such equity interests, or to provide funds to or make any investment shares (other than directors' qualifying shares in the form case of a loan, capital contribution or otherwiseforeign Subsidiaries) in any Subsidiary of are owned by the Company or any other Persona Company Subsidiary free and clear of all Liens. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights no accrued and unpaid dividends with respect to, to any Subsidiaries Securitiesoutstanding shares of capital stock of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 500,000,000 shares of Company Common Stock and 10,000,000 50,000,000 shares of Company Preferred Stockpreferred stock. At the close As of business on July 26May 5, 20162017, (i) 28,746,664 58,992,572 shares of Company Common Stock were are issued and outstanding; outstanding of which (i) 108,480 shares are Company Restricted Stock Rights, as set forth in Section 4.03(b), and (ii) 568,847 shares are held in the Company’s treasury, no shares of Company Preferred Stock were preferred stock are issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all no shares of Company Common Stock that may be or preferred stock are held by a Subsidiary of the Company. All outstanding Shares are, and any additional shares of Company Common Stock issued pursuant by the Company after the date hereof and prior to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards Effective Time will be (when issued in accordance with the terms thereof)be, duly authorized and validly issued and are issued, fully paid and nonassessable nonassessable, and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. Except as set forth in this Section 4.03(a) and for changes after the date hereof resulting from the vesting of awards granted pursuant to the Company Equity Plans outstanding on the date hereof, there are free no outstanding shares of preemptive rightscapital stock of or other voting securities or ownership interests in the Company. (b) As of May 5, 2017, (i) 364,865 Company Stock Options are outstanding, (ii) 487,404 Company Performance RSUs are outstanding, (iii) 108,480 Company Restricted Stock Rights are outstanding and (iv) 1,090,260 shares of Company Common Stock are authorized and reserved for future issuance pursuant to the Company Equity Plans. Section 4.2(a4.03(b) of the Company Disclosure Letter contains sets forth a true, correct true and complete listlist (which shall be updated not later than five (5) days prior to the Effective Time) of each outstanding award granted pursuant to the Company Equity Plans, as of the date hereofincluding, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstandingthe holder, the type date of Company Stock Award grantedgrant, the vesting schedule and number of shares of Company Common Stock subject to such thereto (assuming target level performance). Except as set forth in this Section 4.03(b), as of the date hereof, there are no Company Stock AwardRights. (c) As of May 5, 2017, (i) 73,572 Fidelity & Guaranty Life Holdings stock options are outstanding, (ii) no Fidelity & Guaranty Life Holdings restricted stock units are outstanding, (iii) no Fidelity & Guaranty Life Holdings dividend equivalents are outstanding and (iv) no shares of Fidelity & Guaranty Life Holdings common stock are authorized and reserved for future issuance pursuant to the Subsidiary Stock Plans. Section 4.03(c) of the Company Disclosure Letter sets forth a true and complete list (which shall be updated not later than five (5) days prior to the Effective Time) of each outstanding award granted pursuant to the Subsidiary Stock Plan or the Fidelity & Guaranty Life Holdings 2012 Dividend Equivalent Plan, as applicable, including, as applicable, the holder, date of grant, exercise or purchase price price, vesting schedule and expiration thereofnumber of shares of Fidelity & Guaranty Life Holdings common stock subject thereto. Except for the Company Stock Awardsas set forth in this Section 4.03(c), there are on the date hereof no Subsidiary Stock Rights. (d) There are no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding contractual obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Shares or Company SecuritiesStock Rights or to pay any dividend or make any other distribution in respect thereof. There are no bondsstockholder agreements, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock of the Company or (ii) outstanding contractual obligations to provide funds to other voting securities or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities interests of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary Subsidiaries. (e) As of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securitiesdate hereof, neither the Company nor any of its Subsidiaries owns directly or indirectly has provided any equity interests in any guarantee with respect to material indebtedness of another Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of other than the Company or any other Person. There are not outstanding obligations to which wholly-owned Subsidiary of the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 150,000,000 shares of Company Common Stock and 10,000,000 2,000,000 shares of preferred stock, par value $.01 per share, consisting of 250,000 shares of Series A Convertible Preferred Stock, 100,000 shares of Series B Convertible Preferred Stock and 1,650,000 shares of undesignated preferred stock. As of December 31, 2005 (the "CAPITALIZATION DATE") (i) 49,581,917 shares of Company Preferred Stock. At the close of business on July 26, 2016Common Stock (which includes outstanding Restricted Stock Awards) were issued and outstanding, (iii) 28,746,664 Company Stock Options to acquire 710,102 shares of Company Common Stock were issued and outstanding; , (iiiii) no shares of Company Preferred Common Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by in the Company in its treasury; treasury of the Company, (iv) an aggregate of 4,390,772 5,500,000 shares of Company Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans Warrant, and (v) under no shares of the Company Company's Series A Convertible Preferred Stock Plansand 20,063 shares of the Company's Series B Convertible Preferred Stock, there were outstanding Company Options to purchase 2,576,792 which are convertible into approximately 3,039,745 shares of Company Common Stock, were issued and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockoutstanding. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued and the Company's Series B Convertible Preferred Stock outstanding on the date of this Agreement are duly authorized, validly issued, fully paid and nonassessable. Since the Capitalization Date through the date of this Agreement, other than (A) in connection with the issuance of Common Shares pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued Options and Warrants, and Restricted Stock Awards, as set forth in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) 3.03 of the Company Disclosure Letter contains a trueSchedule, correct and complete list(B) in connection with the surrender to the Company of shares issued upon the "net exercise" of such Company Stock Options or Warrants and shares surrendered to the Company in connection with the payment of withholding Tax upon the vesting of such Restricted Stock Awards, and (C) the grant on March 31, 2006 of 450,000 shares of Company Common Stock pursuant to Restricted Stock Awards, there has been no change in the number of Shares of outstanding or reserved capital stock of the Company or the number of outstanding Company Stock Options, Warrant or Restricted Stock Awards. (b) Section 3.03 of the Company Disclosure Schedule describes (i) all outstanding Company Stock Options and other rights to purchase or receive shares of Company Common Stock under the Company Equity Plans, as of the Capitalization Date, together with the expiration date, exercise price and number of shares subject thereto, (ii) the Warrant, together with the expiration date, exercise or strike price and number of shares subject thereto, (iii) the number of outstanding unvested shares constituting Restricted Stock Awards for Company Common Stock, as of the Capitalization Date, and (iv) the number of Restricted Stock Awards for Company Common Stock that, as of the date hereofof this Agreement, have been approved by the Company Board, but have not yet been issued. (c) Except as set forth in Section 3.03 of all the Company Stock AwardsDisclosure Schedule, indicating as applicablethere are no (i) subscriptions, with respect calls, contracts, options, warrants or other rights, agreements, arrangements, understandings, restrictions or commitments of any character to each which the Company Stock Award then outstandingor any Subsidiary is a party or by which the Company or any Subsidiary is bound relating to the issued or unissued capital stock or equity interests of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, other equity interests in or debt securities of, the type Company or any Subsidiary, (ii) securities of the Company Stock Award grantedor securities convertible, exchangeable or exercisable for shares of capital stock or equity interests of the number of Company or any Subsidiary, or (iii) equity equivalents, stock appreciation rights or phantom stock, ownership interests in the Company or any Subsidiary or similar rights. All shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock AwardsOptions and Warrant set forth in Section 3.03 are duly authorized and, there are upon issuance on the date hereof terms and conditions specified in the instruments pursuant to which they are issuable, will be validly issued, fully paid and nonassessable and free of preemptive (or similar) rights. There are no outstanding (A) securities contractual obligations or rights of the Company convertible into or exchangeable for any Subsidiary to repurchase, redeem (other than the redemption rights of the Company Preferred Stock) or otherwise acquire any securities or equity interests of the Company or any Subsidiary or to vote or to dispose of any shares of capital stock or voting securities or ownership equity interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any Subsidiary except pursuant to the terms of its Subsidiaries Restricted Stock Awards. Except as set forth in Section 3.03 of the Company Disclosure Schedule, none of the Company or any Subsidiary is a party to make any payments based stockholders' agreement, voting trust agreement or registration rights agreement relating to any equity securities or equity interests of the Company or any Subsidiary or any other Contract relating to disposition, voting or dividends with respect to any equity securities or equity interests of the Company or of any Subsidiary. No dividends on the price Company Common Stock have been declared or value paid from December 31, 2005 through the date of this Agreement. All of the shares of Shares have been issued by the Company Common Stockin compliance with applicable federal securities Law. There are on the date hereof no outstanding obligations bonds, debentures, notes or other Indebtedness of the Company or any of its Subsidiaries having the right to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights vote (or convertible into into, or exchangeable for, securities having the right to vote) on any matter for which the Company's stockholders may vote. (d) Each outstanding share of capital stock (or other unit of equity interest) of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable (where such concepts are legally applicable) and was issued free of preemptive (or similar) rights, and, except as set forth in Section 3.01 of the Company Disclosure Schedule, each such share or unit (other than directors' qualifying shares in the case of non-United States Subsidiaries) with respect is owned by the Company, by one or more wholly-owned Subsidiaries, or by the Company and one or more wholly-owned Subsidiaries, free and clear of all options, rights of first refusal, agreements, limitations on the Company's or any Subsidiary's voting, dividend or transfer rights, charges and other encumbrances or Liens of any nature whatsoever. (e) Section 3.03 of the Company Disclosure Schedule also lists any and all Persons of which the Company directly or indirectly owns an equity or similar interest, or an interest convertible into or exchangeable or exercisable for an equity or similar interest, of, to the Company's knowledge, greater than 5% but less than 50% (collectively, the "INVESTMENTS"). Except as set forth in Section 3.03 of the Company Disclosure Schedule, the Company or a Subsidiary, as the case may be, owns all Investments free and clear of all Liens, and there are no outstanding contractual obligations of the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts permitting the repurchase, redemption or other agreements acquisition of any of its interest in the Investments or understandings to which requiring the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations Subsidiary to provide funds to or to, make any investment (in the form of a loan, capital contribution or otherwise) in in, provide any guarantee with respect to, or assume, endorse or otherwise become responsible for the obligations of, any Investment. (f) The General Partner is a single member Delaware limited liability company, and the sole member of the General Partner is a wholly-owned Subsidiary of the Company. (g) As of the Capitalization Date (i) 3,972,500 Common Units were issued and outstanding, of which 2,500 were owned of record and beneficially by the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options3,322,266 Subordinated Units were issued and outstanding, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations which 2,872,266 were owned of record and beneficially by Subsidiaries of the Company or any of its Subsidiaries and 450,000 were owned, to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company's knowledge, by an Affiliate of Parent, (iii) obligations all of the Company or any of its Subsidiaries to grantGeneral Partner Interests, extend or enter into any subscriptionwhich include all Incentive Distribution Rights, warrantare owned by the General Partner, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company no Common Units or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any PersonSubordinated Units were owned by, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (held in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer treasury of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesTransMontaigne Partners.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 300,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $0.00001 per share (“Company Preferred Stock”). At As of June 15, 2015 (the close of business on July 26, 2016“Company Capitalization Date”), (ii)(A) 28,746,664 25,938,955 shares of Company Common Stock were issued and outstanding; outstanding (including any Company Restricted Share Awards), (B) no shares of Company Common Stock were held in treasury and (C) no shares of Company Common Stock were held by the Company Subsidiaries, (ii) 5,499,681 shares of Company Common Stock were reserved for issuance pursuant to the Company Equity Plans, of which amount 4,362,635 shares of Company Common Stock are issuable upon the exercise of outstanding Company Stock Options, (iii) 99,357 shares of Company Common Stock were issuable upon the settlement of outstanding Company RSU Award, and (iv) no shares of Company Preferred Stock were issued and or outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 . 681,844 shares of Company Common Stock were reserved authorized for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under ESPP. All the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have beenStock are, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof), duly authorized and authorized, validly issued and are issued, fully paid and nonassessable non-assessable and are free of preemptive pre-emptive rights. All issued and outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Company Permitted Liens. Section 4.2(a3.2(a) of the Company Disclosure Letter contains a true, correct sets forth an accurate and complete list, list of all Company Equity Awards outstanding as of the date hereofCompany Capitalization Date, specifying, on a holder-by-holder basis, (i) the name of all Company Stock Awardseach holder, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, (ii) the number of shares of Company Common Stock subject to each such Company Stock Equity Award, (iii) the grant date of each such Company Equity Award, (iv) the year of vesting of each such Company Equity Award or the number of exercisable and unexercisable options underlying such Company Equity Award, in either case, to the extent applicable, and (v) the exercise price for each such Company Equity Award, to the extent applicable. (b) Except as set forth in Section 3.2(a) above, as of the date of grant, exercise or purchase price and expiration thereof. Except for this Agreement: (i) the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for does not have any shares of capital stock issued or voting securities outstanding other than the shares of Company Common Stock that were outstanding on the Company Capitalization Date or ownership interests that have become outstanding after the Company Capitalization Date but were reserved for issuance as set forth in Section 3.2(a) above as of the CompanyCompany Capitalization Date and (ii) there are no outstanding subscriptions, (B) options, warrants, puts, calls, pre-emptive exchangeable or convertible securities or other similar rights, subscriptions, rights or other agreements or commitments requiring relating to the issuance of capital stock or other equity interests to which the Company to issue, or other obligations any of the Company Subsidiaries is a party or otherwise obligating the Company or any of the Company Subsidiaries to (A) issue, transfer or sell any shares in the capital stock, voting securities or other ownership equity interests in (of the Company or any Company Subsidiary or securities convertible into or exchangeable for capital stock such shares or voting securities or equity interests (in each case other ownership interests in) than to the Company (or, in each case, the economic equivalent thereof), (C) obligations or a wholly owned Subsidiary of the Company to Company); (B) grant, extend or enter into any such subscription, option, warrant, rightput, call, exchangeable or convertible or exchangeable security securities or other similar right, agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and commitment; (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes such shares in its capital or other indebtedness having voting rights equity interests; (or convertible into securities having such rightsD) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any provide a material amount of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to to, or make any material investment (in the form of a loan, capital contribution or otherwise) in in, any Company Subsidiary that is not wholly owned or any other Person or (E) make any payment to any Person the value of which is derived from or calculated based on the value of the Company Common Stock or Company Preferred Stock. Between the Company Capitalization Date and the date of this Agreement, the Company has not granted any equity or equity-based award to any of the directors, employees or independent contractors of the Company or any Company Subsidiaries. (c) With respect to each grant of its Subsidiaries Company Equity Awards, each such grant was made in exchange accordance with the terms of the applicable Company Equity Plan, the Exchange Act and all other applicable Laws, in each case, in all material respects, including the rules of the NASDAQ. (d) Neither the Company nor any Company Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for ownership securities having the right to vote) with the stockholders of Common Stock the Company or any Company Subsidiary on any matter. (e) There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock or other equity interest in of the Company or such any Company Subsidiary. All outstanding securities . (f) Each Company Subsidiary and its jurisdiction of organization is identified in Section 3.2(f) of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) Disclosure Letter. The Company or another a Company Subsidiary owns, directly or indirectly, all of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of the CompanyCompany Subsidiary, free and clear of any Lien (preemptive rights and any Liens other than Company Permitted Liens), and there are no proxies with respect to any all of such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership equity interests in any Subsidiary of the Companyare duly authorized, (ii) optionsvalidly issued, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securitiesequity interests in the Company Subsidiaries, neither the Company nor any of its the Company Subsidiaries owns owns, directly or indirectly indirectly, any equity interests interest in any PersonPerson (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for or measured by reference to, any equity interest in any person). Neither the Company nor any of the Company Subsidiaries has any obligation to acquire any such equity interestsinterest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect toin, any Subsidiaries SecuritiesPerson.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of (i) 30,000,000 Company Common Stock Shares and 10,000,000 (ii) 2,000,000 shares of Company Preferred Stock. At As of the close of business on July 26February 29, 2016, 2012 (ithe “Capitalization Date”): (A) 28,746,664 shares of 10,696,473 Company Common Stock Shares were issued and outstanding; , (iiB) no shares of Company Preferred Stock were issued and outstanding; outstanding and (iiiC) 4,826,402 no shares of Company Shares Capital Stock were held by the Company as treasury shares. All outstanding Company Shares are validly issued, fully paid, nonassessable and free of any preemptive rights. Since the Capitalization Date, and except as otherwise issued after the execution of this Agreement in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under compliance with Section 6.2, the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has not issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any Company Capital Stock other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued than pursuant to the exercise of outstanding Company Options granted under a Company Stock Awards or vesting of Company RSU Awards will be Plan. (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. b) Section 4.2(a4.4(b)(i) of the Company Disclosure Letter contains a true, correct and complete listSchedule specifies with respect to each outstanding Company Option, as of the close of business on the Capitalization Date, the name of the holder of such option, the number of Company Shares issuable upon the exercise of such option, the exercise price of such option, the date hereofon which such option was granted, the extent unvested and vested on the Capitalization Date, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of all the Code. Section 4.4(b)(ii) of the Company Stock Awards, indicating as applicable, Disclosure Schedule specifies with respect to each outstanding award of Company Stock Award then outstandingRestricted Stock, as of the close of business on the Capitalization Date, the type name of Company Stock Award grantedthe holder of such award, the number of shares of Company Common Restricted Stock subject to held by such holder, the repurchase price of such Company Stock AwardRestricted Stock, the date on which such Company Restricted Stock was purchased or granted, and the extent to which such Company right of grantrepurchase or forfeiture has lapsed as of such date. As of the Capitalization Date, exercise or purchase price and expiration thereof. Except 678,221 Company Shares were reserved for future issuance pursuant to stock awards not yet granted under the Company Stock AwardsPlans and, since such date, and except as otherwise issued after the execution of this Agreement in compliance with Section 6.2, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, other than as permitted by Section 6.2(b). True, correct and complete copies of the standard equity award agreements under the Company Stock Plans and each agreement for each Company Option and/or Company Restricted Stock that does not conform to the standard equity award agreements under the Company Stock Plans have been delivered or made available by the Company to Parent. No Company Options or Company Restricted Stock have been granted or are outstanding except under and pursuant to a Company Stock Plan. (c) Except as set forth in this Section 4.4, there are on the date hereof (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (Aii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting securities or ownership interests in interest in, the Company, (Biii) no outstanding options, warrants, calls, pre-emptive rights, subscriptions, rights or other commitments or agreements or commitments requiring to acquire from the Company to issueCompany, or other obligations of that obligates the Company to issue, any capital stockstock of, voting securities or other ownership interests in (equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting securities or other ownership interests interest in) the Company (or, in each case, the economic equivalent thereof)Company, (Civ) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stockstock of, voting securities or other ownership interests in equity or voting interest (including any voting debt) in, the Company (the items in clauses (Ai), (Bii), (iii) and (Civ), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (Dv) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common StockSecurities. There are on the date hereof no outstanding obligations Contracts of any kind that obligate the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights . (or convertible into securities having such rightsd) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (iExcept as set forth in Section 4.4(d) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary SecuritiesDisclosure Schedule, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting to any Contract which by its terms restricts the transfer of or voting of, requires registration of, or limiting the exercise grants any preemptive rights, anti-dilutive rights or rights of voting first refusal or similar rights with respect to, any Subsidiaries Securitiessecurities of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 500,000,000 shares of Company Common Stock and 10,000,000 25,000,000 shares of preferred stock, par value $1.00 per share ("Company Preferred Stock"). At the close As of business on July 26January 29, 20161999, (i) 28,746,664 120,771,293 shares of Company Common Stock were issued and outstanding; , all of which were duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights, (ii) no 19,346,205 shares of Company Preferred Common Stock were issued held in the treasury of the Company and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 7,626,428 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plansas defined in Section 3.10). Since January 29, there were outstanding Company Options 1999, no options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be have been granted and no shares of Company Common Stock have been issued except for shares issued pursuant to the exercise of outstanding Company Stock Awards or vesting Options outstanding as of January 29, 1999. No shares of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly Preferred Stock are issued and are fully paid and nonassessable and are free of preemptive rightsoutstanding. Section 4.2(aExcept (i) as set forth above, (ii) as a result of the exercise of Company Disclosure Letter contains a true, correct and complete list, Stock Options outstanding as of the date hereofJanuary 29, of all Company Stock Awards1999, indicating as applicable, (iii) with respect to each no more than 50,000 options granted to Company Stock Award then outstandingemployees since January 29, 1999 and prior to the type of Company Stock Award granted, Effective Time consistent with past practice and (iv) Rights issued pursuant to the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock AwardsRights Plan, there are on the date hereof no outstanding (Aa) no shares of capital stock or other voting securities of the Company, (b) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in of the Company, (Bc) options, warrants, calls, pre-emptive rights, subscriptions, rights no options or other agreements or commitments requiring rights to acquire from the Company, and no obligation of the Company to issue, deliver or other obligations of the Company sell or cause to issuebe issued, delivered or sold, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grantand (d) no equity equivalents, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) ownership or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations earnings of the Company or any of its Subsidiaries to purchaseother similar rights (collectively, redeem or otherwise acquire any "Company Securities"). There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to Other than the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loanPlans, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company Securities or outstanding Subsidiary Securities. All material obligations of the outstanding shares Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any capital stock of any subsidiary. There are no other options, calls, warrants or other similar rights (other than Rights issued pursuant to the Rights Plan), agreements, arrangements or commitments relating to the issued or unissued capital stock of the Subsidiaries Company or any of its subsidiaries to which the Company have been or any of its subsidiaries is a party. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and are free of preemptive (or similar) rights and registration rights. Except for Subsidiary Securities, neither There are no outstanding contractual obligations of the Company nor or any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or subsidiaries to provide funds in any material amount to or make any material investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary such subsidiary or any other entity. (b) rights, charges or other encumbrances of any nature whatsoever, except for such failures to own such shares free and clear as would not, individually or in the aggregate, have a Material Adverse Effect. The Company has delivered to Parent prior to the date hereof a chart of the subsidiaries of the Company which evidences, among other things, the percentage of capital stock or other equity interests owned by the Company, directly or indirectly, in such subsidiaries as of the date hereof. No entity in which the Company owns less than a 50% interest and which is not disclosed in such chart, is, individually or when taken together with all such other entities, material to the business of the Company and its subsidiaries, taken as a whole. (c) No bonds, debentures, notes or other indebtedness of the Company having the right to vote on any other Person. matters on which holders of capital stock of the Company may vote ("Company Voting Debt") are issued and outstanding. (d) There are not outstanding obligations no voting trusts, proxies or other agreements or commitments of any character to which the Company or any of its Subsidiaries "significant subsidiaries" (as defined in Regulation S-X) is a party restricting or by which the transfer of, Company or limiting the exercise any of voting rights its significant subsidiaries is bound with respect toto the voting of any shares of capital stock of the Company or any of its significant subsidiaries or with respect to the registration of the offering, sale or delivery of any Subsidiaries Securitiesshares of capital stock of the Company or any of its significant subsidiaries under the Securities Act.

Capitalization. (a) The authorized capital stock of the Company as of the date of this Agreement consists of 200,000,000 shares of Company Common Stock 20,000,000 Shares and 10,000,000 shares of 1,000,000 preferred shares, par value $0.01 per share (“Company Preferred Stock”). At The rights and privileges of each class of the close Company’s capital stock are as set forth in the Company’s articles of business on July 26, 2016incorporation. As of the date of this Agreement, (i) 28,746,664 shares of Company Common Stock 11,953,384 Shares were issued and outstanding; outstanding and (ii) no shares of Company Preferred Stock were issued and or outstanding; . (iiib) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a3.3(b) of the Company Disclosure Letter contains Schedule includes a true, correct and complete list, as of the date hereofof this Agreement, of all (i) each outstanding Company Option under the Company Stock AwardsPlans or issued independent of such plans, indicating as applicableincluding the name of the applicable holder, with respect to the Company Stock Plan under which each Company Option is granted, the grant date and acceleration provisions, the expiration date, the exercise price, and whether any option is an incentive stock option, (ii) the total number of Shares issued under each Company Stock Award then outstandingPlan, (iii) the total number of Shares reserved for future issuance under each Company Stock Plan and (iv) each grant of Shares that are subject to repurchase by the Company pursuant to Company Restricted Shares, including the name of the applicable holder, the type Company Stock Plan under which such Company Restricted Shares were issued, the issue date, the applicable vesting and acceleration provisions, any performance targets or market conditions related to vesting and the repurchase price relating to each grant of Company Stock Award granted, the number of shares of Company Common Stock subject to such Restricted Shares. The Company Stock Award, Plans (including all amendments) have been duly approved by the Company’s shareholders. All outstanding Company Options were granted with an exercise price not less than the fair market value of the Shares on the date of grant, exercise or purchase price . The Company has made available to Parent complete and expiration thereof. Except for the accurate copies of all (x) Company Stock AwardsPlans, there are on the date hereof no outstanding (Ay) securities forms of stock option agreements evidencing Company Options and (z) forms of agreements evidencing Company Restricted Shares. (c) Except as set forth in Section 3.3(a) of this Agreement, Sections 3.3(b) or 3.3(c) of the Company convertible into Disclosure Schedule or exchangeable for shares Schedule 5.1 of capital stock or voting this Agreement, (i) there are not as of the date of this Agreement, and at the Acceptance Time there will not be, any equity securities or ownership interests in of any class of the Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (Bii) there are not as of the date of this Agreement, and at the Acceptance Time there will not be, any options, warrants, equity securities, calls, pre-emptive rights, subscriptions, rights commitments or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to by which the Company or any of its Subsidiaries is bound obligating the Company or any of its subsidiaries to issue, exchange, transfer, deliver, sell or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity or voting interests of the Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity or voting interests, or obligating the Company or any of its subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement, other than the Top-Up Option. The Company does not have any outstanding stock appreciation rights, restricted stock units, phantom stock, performance based rights or similar rights or obligations. None of the Company or, to the Company’s knowledge, any of its Affiliates, is a party restricting the transfer of, to or limiting the exercise of voting rights is bound by any agreement with respect toto the voting (including proxies) or sale or transfer of any shares of capital stock or other equity or voting interests of the Company. For all purposes of this Agreement, the term “Affiliate” when used with respect to any Subsidiaries Securitiesperson means any other person who is an “affiliate” of that first person within the meaning of Rule 405 under the Securities Act. Except as contemplated by this Agreement and except to the extent arising pursuant to applicable state takeover or similar Laws, there are no registration rights, and there is no rights agreement, “poison pill” anti-takeover plan or other similar agreement to which the Company or any Company Subsidiary is bound with respect to any securities of the Company. (d) All outstanding Shares are, and all Shares subject to issuance as specified in Section 3.3(b) above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the MBCA, the Company’s articles of incorporation or bylaws or any agreement to which the Company is bound. (e) There are no obligations, contingent or otherwise, of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Shares or the capital stock of the Company or any of its subsidiaries. The Company has no outstanding bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares (i) 750,000,000 Shares, of Company Common Stock and 10,000,000 shares which, as of Company Preferred Stock. At the close of business on July 26August 20, 20162015 (the “Measurement Date”), 120,071,870 Shares were issued and outstanding (including Company Restricted Shares), (iii) 28,746,664 10,000,000 shares of Company Common Stock preferred stock, no par value, of which, as of the Measurement Date, no shares were issued and outstanding; , and (iiiii) no 10,000,000 shares of Company Preferred Stock Class A junior participating preferred stock, no par value, of which, as of the Measurement Date, no shares were issued and outstanding; outstanding (iii) 4,826,402 collectively, the “Company Capital Stock”). As of the Measurement Date, 216,523 Shares were held by in the Company in its Company’s treasury; (iv) an aggregate . As of 4,390,772 shares of Company Stock the Measurement Date, 3,661,996 Shares were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) Omnibus Performance Incentive Plan, no Shares were reserved for issuance under the Company Stock PlansLong-Term Incentive Plan, there 363,675 Shares were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither reserved for issuance under the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockESPP and 2,031,307 Shares were reserved for issuance under the Company DRIP. All of the issued and outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights. Section 4.2(a. (b) of the The Company Disclosure Letter contains a true, correct has provided Parent with an accurate and complete list, as list of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, outstanding as of the type of Measurement Date pursuant to the Company Equity Incentive Plans. All outstanding Company Stock Award grantedAwards were granted under a Company Equity Incentive Plan and are evidenced by award agreements, in each case in all material respects in the number of shares of forms made available by the Company Common Stock subject to Parent, and no award agreement contains terms that are inconsistent with or in addition to such Company Stock Award, forms in any material respect. From the Measurement Date until the date of grantthis Agreement, exercise or purchase price and expiration thereof. Except for the Company has not issued any Shares or Company Stock Awards, there are on the date hereof no outstanding (A) Awards or other equity securities of the Company convertible into or exchangeable for shares any securities representing the right to purchase or otherwise receive any Shares (other than in connection with (i) the exercise or settlement of capital stock Company Stock Awards or voting securities ESPP Purchase Rights granted prior to the Measurement Date or ownership interests (ii) the issuance of Shares under the Company DRIP). (c) Except pursuant to this Agreement, the Company Equity Incentive Plans, the Company ESPP, the Company DRIP or as set forth in this Section 3.2, the CompanyCompany does not have and is not bound by any outstanding subscriptions, (B) options, warrants, calls, pre-emptive rightscommitments or agreements of any character calling for the purchase, subscriptions, rights issuance or other agreements or commitments requiring the Company to issue, or other obligations registration of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company Shares or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations other equity securities of the Company or any of its Subsidiaries securities representing the right to purchase, redeem purchase or otherwise acquire receive any Company Securities. Shares. (d) There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect the right to the Company or vote on any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to matters on which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock shareholders of the Company may vote that are issued or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities as of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsdate of this Agreement. (be) The Company or another All of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock or other equity ownership interests of each Company Subsidiary of that are owned by the Company, directly or indirectly, are owned free and clear of any Lien Liens (other than Permitted Lienstransfer restrictions under applicable federal and state securities Laws), and there are no proxies with respect to any all of such shares. There are no outstanding (i) securities of the Company shares or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or equity ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights. Except No Company Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for Subsidiary Securities, neither the Company nor purchase or issuance of any shares of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company stock or any other Personequity security of such Company Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Company Subsidiary. There are not no outstanding obligations (other than those under applicable securities Laws) to which the Company or any of its Subsidiaries Company Subsidiary is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesEquity Interest in any Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 90,000,000 Shares and 15,000,000 shares of Company Common Stock and 10,000,000 preferred stock. As of December 14, 2010 there were outstanding 38,688,190 Shares (of which an aggregate of 100,000 represent shares issuable upon the vesting of Company Preferred Stock. At the close of business on July 26Restricted Stock Units), 2016, (i) 28,746,664 shares of Company Common Stock were issued and outstanding; (ii) no shares of preferred stock, Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) Options to purchase an aggregate of 4,390,772 shares 6,332,614 Shares (of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options which options to purchase 2,576,792 shares an aggregate of 5,464,893 Shares were exercisable) and no Company Common Stock, and Performance Units. All outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All stock of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the upon exercise of outstanding Company Stock Awards or vesting of Company RSU Awards Options will be (be, when issued in accordance with the respective terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) 4.05 of the Company Disclosure Letter Schedule contains a true, correct and complete list, as list of the date hereof, of all (i) each outstanding Company Stock AwardsOption, indicating as applicableincluding the holder, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise price, number of Shares subject thereto and the number of such Shares that have vested and (ii) all outstanding Company Restricted Shares, including with respect to each such share or purchase price unit, the holder, date of grant and expiration thereof. number vested, and such list is complete and accurate in all material respects. (b) Except for the Company’s obligations under the Rights Agreement and the Company Rights issued pursuant thereto, except as set forth in this Section 4.05 and for changes since December 14, 2010 resulting from the exercise of Company Stock AwardsOptions outstanding on such date, the issuance of shares pursuant to Company Restricted Stock Units and the issuance of shares pursuant to the Company 401(k) Plan, there are on the date hereof no outstanding (Ai) securities of the Company convertible into or exchangeable for shares of capital stock of or other voting securities or ownership interests in the Company, Company or (Bii) options, warrants, calls, pre-emptive rights, subscriptions, rights options or other agreements or commitments requiring rights to acquire from the Company to issueCompany, or other obligations obligation of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Companyin, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), ) and (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as the “Subsidiary Company Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company). There are no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and Securities. (c) None of (i) the Shares or (ii) Company Securities are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in owned by any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares 25,000,000 shares, $0.01 par value per share, of Company Common Stock and 10,000,000 shares shares, $0.01 par value per share, of preferred stock (the "Company Preferred Stock"). At As of the close date of business on July 26, 2016, this Agreement: (i) 28,746,664 10,715,119 shares of Company Common Stock were issued and outstanding; , and no shares of Company Preferred Stock were issued or outstanding, (ii) no shares of Company Common Stock were reserved for issuance except that (A) 1,579,337 shares of Company Common Stock have been reserved for issuance pursuant to the 1994 Company Stock Option and Incentive Plan, of which 1,082,334 may be issued in the future upon the exercise of options currently outstanding and (B) 526,813 shares of Company Common Stock have been reserved for issuance pursuant to the 1994 Company Employee Stock Purchase Plan, of which 19,037 shares are estimated to be the number of shares of Company Common Stock which will be issued pursuant to contributions by employees of the Company under the 1994 Company Employee Stock Purchase Plan during calendar year 1997, and (C) 31,857 shares of Company Common Stock have been reserved for issuance at par value on or about September 30, 1997 pursuant to an employment agreement with a former employee, (iii) no shares of Company Preferred Stock were issued reserved for issuance and outstanding; (iiiiv) 4,826,402 242,185 shares of Company Shares Common Stock were held by the Company in its treasury; (iv) an aggregate . All of 4,390,772 shares of Company Stock were reserved for issuance pursuant to the issued and outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common StockStock have been duly authorized and are validly issued, fully paid, and nonassessable. Except as indicated hereinabove, there are no outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereofor authorized options, neither warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company nor or any of its Subsidiaries has issued any shares of its capital stockSubsidiary thereof to issue, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stocksell, or granted otherwise cause to become outstanding any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company SecuritiesSubsidiary thereof. There are no bondsoutstanding or authorized stock appreciation, debenturesphantom stock, notes profit participation, or other indebtedness having voting similar rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect Subsidiaries. After giving effect to the voting of capital stock of transactions contemplated by the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loanShare Exchange and Termination Agreement, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company are wholly owned directly or indirectly by the Company and have been duly authorized and are validly issued and are issued, fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securitiesnonassessable.

Capitalization. (a) The authorized share capital stock of the Company consists of 200,000,000 shares 15,000,000 Company Shares. As of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26, 2016date hereof, (i) 28,746,664 shares of (1) 5,017,556 Company Common Stock Shares were issued and outstanding; , (ii2) no shares of Company Preferred Stock Shares were issued held in treasury and outstanding; (iii3) 4,826,402 no Company Shares were held by the Company in its treasury; Subsidiaries, and (ivii) an aggregate of 4,390,772 shares of 538,000 Company Stock Shares were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockEquity Plan. All of the outstanding Company Shares have beenare duly authorized, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof)validly issued, duly authorized and validly issued and are fully paid and nonassessable non-assessable and are free of preemptive rights. pre-emptive rights and none of the Company Equity Awards have any voting rights prior to the anticipated Acceptance Time. (b) Section 4.2(a2.2(b) of the Company Disclosure Letter contains a true, correct and complete listsets forth, as of the date hereof, (i) the aggregate number of all Company Stock Shares that are subject to Company Equity Awards, indicating as applicable(ii) the name or identification number of each holder, with respect (iii) the number of Company Shares subject to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Equity Award, (iv) the grant date of granteach Company Equity Award and (v) the vesting schedule of each Company Equity Award. The Company shall provide Purchaser, exercise or purchase price within three (3) Business Days prior to the anticipated Acceptance Time and expiration thereof. Except for again at the Company Stock AwardsAcceptance Time, there are with an updated complete and correct list, as of each such date, of the information required to be set forth on the date hereof no outstanding (ASection 2.2(b) securities of the Company convertible into Disclosure Letter. No holder of Company Equity Awards has any voting or exchangeable for other rights which can or will vest before the Acceptance Time. (c) Except as set forth in Section 2.2(a) and Section 2.2(b) above, as of the date hereof: (i) the Company does not have any shares of capital stock or other voting securities issued or ownership interests in the Companyoutstanding or reserved for issuance, and (Bii) there are no outstanding subscriptions, options, warrants, puts, calls, pre-emptive exchangeable or convertible securities or other similar rights, subscriptions, rights or other agreements or commitments requiring relating to the issuance of capital stock to which the Company to issue, or other obligations any of the Company Subsidiaries is a party obligating the Company or any of the Company Subsidiaries to (1) issue, transfer or sell any shares in the capital stock, voting securities or other ownership equity interests in (of the Company or any Company Subsidiary or securities convertible into or exchangeable for capital stock such shares or voting securities or equity interests (in each case other ownership interests in) than to the Company (or, in each case, the economic equivalent thereof), (C) obligations or a wholly owned Subsidiary of the Company to Company); (2) grant, extend or enter into any such subscription, option, warrant, rightput, call, exchangeable or convertible or exchangeable security securities or other similar right, agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company commitment; (the items in clauses (A), (B3) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes such shares in its capital or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company equity interests; or (ii4) outstanding contractual obligations to provide a material amount of funds to to, or make any material investment (in the form of a loan, capital contribution or otherwise) in in, any Company Subsidiary that is not wholly owned. (d) Neither the Company nor any Company Subsidiary has outstanding bonds, debentures, notes or any other similar obligations, the holders of its Subsidiaries in exchange which have the right to vote (or which are convertible into or exercisable for ownership of Common Stock or any other equity interest in securities having the Company or such Subsidiary. All outstanding securities right to vote) with the members of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawson any matter. (be) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights trusts or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations understandings to which the Company or any of its Subsidiaries Company Subsidiary is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, to the voting of the capital stock or other equity interest of the Company or any Subsidiaries SecuritiesCompany Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 200,000,000 shares of Company Common Stock common stock of the Company, par value $0.001 per share, and 10,000,000 (ii) 1,000,000 shares of Preferred Stock, par value $0.001 per share (“Company Preferred Stock”). At the close As of business on July 26January 3, 20162011, there were outstanding (A) 76,965,365 shares of Common Stock, (i) 28,746,664 shares of Company Common Stock were issued and outstanding; (iiB) no shares of Company Preferred Stock were issued and outstanding; Stock, (iiiC) 4,826,402 Company Shares were held by the Company in its treasury; (iv) employee stock options to purchase an aggregate of 4,390,772 9,100,000 shares of Company Common Stock (of which options to purchase an aggregate of 3,764,996 shares of Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans exercisable), and (vD) under the Company Stock Plans, there were outstanding Company Options warrants to purchase 2,576,792 an aggregate of 9,362,184 shares of Company Common Stock, and . All outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All stock of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards any employee stock option or vesting of Company RSU Awards other compensation plan or arrangement will be (be, when issued in accordance with the respective terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free nonassessable. No Subsidiary of preemptive rightsthe Company owns any shares of capital stock of the Company. Section 4.2(a5.05(a) of the Company Disclosure Letter Schedule contains a true, complete and correct and complete list, as list of the date hereof, of all (x) each outstanding Company Stock AwardsOption, indicating as applicable, including with respect to each Company Stock Award then outstandingsuch option the holder, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise price, vesting schedule and number of shares of Common Stock subject thereto and (y) each outstanding Company Warrant, including with respect to each such warrant the holder, date of grant, exercise price, and number of shares of Common Stock subject thereto and with respect to (x) and (y) above, the comparable information with respect to such securities immediately after the Effective Time. (b) There are no outstanding bonds, debentures, notes or purchase price and expiration thereofother indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth in this Section 5.05 and for changes since December 31, 2010 resulting from the Company Stock Awardsexercise of employee stock options outstanding on such date, there are on no issued, reserved for issuance or outstanding, or obligations whether absolute or contingent, in the date hereof no outstanding future to issue, (Ai) shares of capital stock or other voting securities of or other ownership interest in the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities of or other ownership interests interest in the Company, (Biii) options, warrants, calls, pre-emptive rights, subscriptions, rights options or other agreements rights (including conversion or commitments requiring preemptive rights and rights of first refusal or similar rights) to acquire from the Company to issueCompany, or other obligations of the Company to issue, any capital stock, other voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or other voting securities of or other ownership interests in) the Company (or, interest in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (Div) obligations by the Company restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or any of its Subsidiaries to make any payments based similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or of, any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loanof, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Companyin, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), ) though (iiiv) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as the “Subsidiary Company Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company). There are no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rightsSecurities. Except for Subsidiary Securities, neither Neither the Company nor any of its Subsidiaries owns directly is a party to any voting agreement with respect to the voting of any Company Securities. The Company is not a party to any agreement obligating it to file or indirectly maintain the effectiveness of any equity interests in registration statement under the 1933 Act with respect to any PersonCompany Securities. (c) As of December 31, or has any obligation to acquire any such equity interests2010, or to provide funds to or make any investment (in the form amount of a loan, capital contribution or otherwise) in any Subsidiary outstanding Indebtedness of the Company or any other Person. There are not outstanding obligations to which the Company or any of and its Subsidiaries is a party restricting (excluding intercompany Indebtedness) does not exceed $393,000 in the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securitiesaggregate.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 50,000,000 Shares and (ii) 1,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock. ”), of which 50,000 have been designated by the Company Board as Series B Junior Participating Preferred Stock and are issuable upon exercise of the Rights under the Rights Agreement. (b) At the close of business on July 26January 8, 2016, 2010: (i) 28,746,664 shares of Company Common Stock 2,838,683 Shares were issued and outstanding; , (ii) 2,028,297 Shares were held in treasury, (iii) 53,000 Shares were reserved for issuance under the Amended and Restated K-Tron International, Inc. 1996 Equity Compensation Plan, as amended, (iv) 182,500 Shares were reserved for issuance under the K-Tron International, Inc. 2006 Equity Compensation Plan, as amended on May 11, 2007 and (v) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by . Except as set forth above, as of January 8, 2010, no Securities of the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were issued, reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, or outstanding. All issued and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock Shares that may be issued pursuant to (x) the exercise of outstanding Company Stock Awards Options or vesting of Company RSU Awards SARs and (y) Company RSUs will be (be, when issued in accordance with the respective terms thereof), duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and are free of subject to no preemptive or similar rights. The Company has never declared or paid any dividend or distribution in respect of the Shares, and since October 3, 2009 has not repurchased, redeemed or otherwise acquired any Shares or issued any Company Stock Options, Company SARs, Company RSUs or Unvested Restricted Stock. There are no accrued and unpaid dividends or other distributions with respect to any outstanding Shares, and no Company Subsidiary owns, holds or has any interest in any Shares. (c) Section 4.2(a3.3(c) of the Company Disclosure Letter contains a true, correct and complete list, sets forth each Company Equity Plan for which awards remain in effect as of the date hereof, . The Company has made available to Parent accurate and complete copies of all stock equity plans pursuant to which the Company has granted Company Stock AwardsOptions, indicating as applicableCompany SARs, Company RSUs and Unvested Restricted Stock and the forms of all award agreements evidencing such Company Stock Options, Company SARs, Company RSUs and Unvested Restricted Stock. No material changes have been made to such forms in connection with any award. There are no outstanding options to purchase Shares, restricted Shares or restricted stock units or other equity-based awards associated with Shares that were issued other than pursuant to any Company Equity Plan and set forth in Section 3.3(d), (e), (f) and (g) of the Company Disclosure Letter. (d) As of the date hereof, 53,000 Shares are subject to issuance pursuant to Company Stock Options granted and outstanding under the Company Equity Plans and no Shares are subject to issuance pursuant to Company SARs granted and outstanding under the Company Equity Plans. Section 3.3(d) of the Company Disclosure Letter sets forth the following information with respect to each Company Stock Award then outstanding, Option and each Company SAR outstanding as of the type date of this Agreement: (i) the Company Equity Plan pursuant to which such Company Stock Award Option or Company SAR was granted, ; (ii) the name of the holder of such Company Stock Option or Company SAR; (iii) the number of shares of Company Common Stock Shares or rights subject to such Company Stock Award, Option or Company SAR; (iv) the exercise price of such Company Stock Option or Company SAR; (v) the date on which such Company Stock Option or Company SAR was granted; (vi) the extent to which such Company Stock Option or Company SAR is vested and exercisable as of the date of grantthis Agreement and the times and extent to which such Company Stock Option or Company SAR is scheduled to become vested and exercisable after the date of this Agreement, exercise including any events that would result in any acceleration of such vesting or purchase price and expiration thereof. Except for exercisability; (vii) whether the Company Stock AwardsOption is an incentive stock option or a nonqualified stock option and (viii) the date on which such Company Stock Option or Company SAR expires. Except as set forth in Section 3.3(d) of the Company Disclosure Letter, the exercise price of each Company Stock Option and each Company SAR is, and will be deemed to be, equal to or greater than the fair market value of the Shares subject to or underlying such Company Stock Option or Company SAR as of the date such Company Stock Option or Company SAR was granted and each Company Stock Option and Company SAR qualifies for exemption from Section 409A of the Code. (e) As of the date hereof, 11,550 Shares are subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans. Section 3.3(e) of the Company Disclosure Letter sets forth the following information with respect to each Company RSU outstanding as of the date of this Agreement: (i) the Company Equity Plan pursuant to which such Company RSU was granted; (ii) the name of the holder of such Company RSU; (iii) the number of Shares subject to such Company RSU; (iv) the date on which such Company RSU was granted; and (v) the extent to which such Company RSU is vested as of the date of this Agreement and the times and extent to which such Company RSU is scheduled to become vested after the date of this Agreement, including any events that would result in any acceleration of such vesting or exercisability. (f) As of the date hereof, there are on 25,000 Shares that constitute Unvested Restricted Stock, which are reflected in the Shares listed in Section 3.3(b)(i). Section 3.3(f) of the Company Disclosure Letter sets forth the following information with respect to each share of Unvested Restricted Stock outstanding as of the date hereof no of this Agreement: (i) the Company Equity Plan pursuant to which such Unvested Restricted Stock was granted; (ii) the name of the holder of such Unvested Restricted Stock; (iii) the number of Shares subject to the terms of such Unvested Restricted Stock; (iv) the date on which such Unvested Restricted Stock was granted; and (v) the dates on which such Unvested Restricted Stock is scheduled to vest, including any events that would result in any acceleration of such vesting or exercisability. (g) Except as referred to in Section 3.3(d) and Section 3.3(e) above, and except as set forth in Section 3.3(g) of the Company Disclosure Letter, as of the date of this Agreement, (i) there are not outstanding or authorized (A) securities any Securities of the Company or any Company Subsidiary convertible into or exchangeable for shares Securities of capital stock the Company or voting securities any Company Subsidiary or ownership interests in the Company, (B) options, calls, warrants, calls, pre-emptive preemptive rights, subscriptions, anti-dilution rights or other agreements rights, rights agreements, shareholder rights plans, agreements, arrangements or commitments requiring of any character relating to the Company to issue, issued or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (unissued Securities or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations Securities of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There Subsidiary, (ii) there are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries Company Subsidiary to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes Securities or other indebtedness having voting rights (or securities convertible into securities having such rights) with respect to or exchangeable for Securities of the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide a material amount of funds to (excluding the payment of intercompany obligations), or make any material investment (in the form of a loan, capital contribution or otherwise) in in, any Company Subsidiary or other Person, (iii) neither the Company nor any Company Subsidiary has issued phantom stock or any other contractual rights the value of its Subsidiaries which is determined in exchange for ownership of Common Stock whole or any other equity interest in part by the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear value of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities Securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital Company Subsidiary and there are no outstanding stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, appreciation rights or other agreements or commitments to acquire from issued by the Company or any of its Subsidiaries, or obligations Company Subsidiary with respect to the Securities of the Company or any of its Subsidiaries to issueCompany Subsidiary, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of except for the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There Voting Agreement, there are no outstanding obligations of the Company voting trusts or any of its Subsidiaries to purchase, redeem other agreements or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations understandings to which the Company or any Company Subsidiary or, to the knowledge of its Subsidiaries the Company, any of their respective officers and directors, is a party restricting with respect to the transfer ofvoting of Securities of the Company or any Company Subsidiary, and (v) there are no outstanding bonds, debentures, notes or other Indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or limiting exchangeable for, Securities having the exercise right to vote) on any matter on which the shareholders or other equity holders of voting the Company or any Company Subsidiary may vote. There are no preemptive or similar rights on the part of any holder of any class of Securities of the Company or any Company Subsidiary. Each Company Stock Option, Company SAR, Company RSU and Share of Unvested Restricted Stock (and each other Company equity grant) was properly accounted for in all material respects in accordance with GAAP or other applicable accounting procedures or requirements and properly and timely disclosed in accordance with the Exchange Act and all other applicable Laws and no such grants involved any “back dating,” “forward dating” or similar practices with respect to, any Subsidiaries Securitiesto such grants.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists solely of 200,000,000 40,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). At As of the close of business on July 26, 2016the date of this Agreement, (i) 28,746,664 24,372,609 shares of Company Common Stock were issued and outstanding; , 50,000 of which are unvested and subject to risk of forfeiture under the terms of an award of Company Restricted Stock, (ii) 968,985 Company Restricted Stock Units were issued and outstanding, 896,961 of which are unvested and subject to risk of forfeiture under the terms of awards of Company Restricted Stock Units, (iii) no shares of Company Preferred Stock were issued and or outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; , (iv) an aggregate of 4,390,772 no shares of Company Common Stock were held in treasury by the Company, (v) 2,026,971 shares of Company Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and Options, (vvi) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 968,985 shares of Company Common StockStock were reserved for issuance pursuant to Company Restricted Stock Units, and outstanding Company RSU Awards with respect to 1,813,980 (vii) 384,333 shares of Company StockCommon Stock were reserved for issuance pursuant to the Warrants. From such date until Section 3.3(a) of the Company Disclosure Letter contains a true and complete schedule as of the date hereofof this Agreement setting forth (as applicable) the holder, neither the number, exercise or reference price, number of shares for which it is exercisable, vesting date and expiration date, in each case of (i) each outstanding Company nor any Stock Option, (ii) each outstanding Company Restricted Stock Unit, (iii) each outstanding award of its Subsidiaries has issued any shares of its capital stockCompany Restricted Stock and (iv) each outstanding Warrant. Except as set forth above, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its no shares of capital stockstock of the Company are issued, reserved for issuance or outstanding. All issued and outstanding shares of the outstanding Company Shares have been, Common Stock and Company Preferred Stock are and all shares of Company Common Stock that which may be issued pursuant to the exercise of outstanding a Company Stock Awards Option or upon the vesting of a Company RSU Awards Restricted Stock Unit will be (be, when issued in accordance with the terms thereof), duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and nonassessable (b) There are free no preemptive or similar rights on the part of preemptive rights. Section 4.2(a) any holder of any class of securities of the Company Disclosure Letter contains or any Company Subsidiary. Neither the Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or any such Company Subsidiary on any matter submitted to stockholders or a trueseparate class of holders of capital stock. Except as set forth above, correct and complete listthere are not, as of the date hereofof this Agreement, any options, warrants, restricted stock, restricted stock units, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of all any kind to which the Company Stock Awardsor any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, indicating as applicabledeliver, with respect sell or transfer or repurchase, redeem or otherwise acquire, or cause to each Company Stock Award then outstandingbe issued, the type of Company Stock Award granteddelivered, the number of sold or transferred or repurchased, redeemed or otherwise acquired, any shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities capital stock of the Company convertible into or exchangeable for any Company Subsidiary, any additional shares of capital stock of, or voting securities other equity interests in, or ownership interests in any security convertible or exercisable for or exchangeable into any capital stock of, or other equity interest in, the CompanyCompany or any Company Subsidiary, (Bii) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring obligating the Company or any Company Subsidiary to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscriptionsuch option, warrant, call, right, convertible security, commitment, contract, arrangement or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A)undertaking, (Biii) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by obligating the Company or any Company Subsidiary pursuant to any right of its Subsidiaries first offer, right of first negotiation, right of first refusal, co-sale or similar provisions or (iv) giving any Person the right to make receive any payments based on economic benefit or right similar to or derived from the price economic benefits and rights accruing to holders of capital stock of, or value other equity interests in, the Company or any Company Subsidiary. As of the shares date of Company Common Stock. There this Agreement, there are on the date hereof no outstanding contractual obligations of the Company or any of its the Company Subsidiaries to purchasesell, repurchase, redeem or otherwise acquire or to register any shares of capital stock of, or other equity interests in, the Company Securitiesor any of the Company Subsidiaries. There are no bondsproxies, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries Company Subsidiary is a party or is bound with respect to the voting of the capital stock of the Company of, or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loanother equity interests in, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Company Subsidiary. No Company Common Stock or is held by any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each wholly owned Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securities.

Capitalization. (a) The Company is authorized capital stock of the Company consists of 200,000,000 to issue 60,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At As of the close date of business on July 26this Agreement, 2016, (i) 28,746,664 12,938,425 shares of Company Common Stock were issued and outstanding; . All of the issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights and have been offered, sold and delivered by the Company in compliance in all material respects with all applicable securities Laws. (iib) no The Company has reserved 4,315,000 shares of Company Common Stock for issuance pursuant to the Company Stock Option Plans. As of the date of this Agreement, Options to purchase 1,218,791 shares of Company Common Stock and 12,332 unvested shares of Restricted Stock were outstanding. Section 2.5(b) of the Company Disclosure Schedule includes a true and complete list of all Options and Restricted Stock awards outstanding as of the date of this Agreement, including the names of the Persons to whom such Options and Restricted Stock awards have been granted, the number of shares subject to each Option or Restricted Stock award, as applicable, the per share exercise price for each Option and the vesting schedule for the Company Stock Option Plan under which each Option and Restricted Stock award was granted, which vesting schedule applies to each such Option and Restricted Stock award. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 2.5(b) have been furnished or made available to Parent. (c) The Company is authorized to issue 400,000 shares of Company Preferred Stock were Stock, none of which is issued and outstanding; (iii) 4,826,402 Company Shares were held by . Of the Company in its treasury; (iv) an aggregate of 4,390,772 Preferred Stock, 400,000 shares of Company Stock were have been designated as “Series A Junior Participating Preferred Shares” and reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and Rights Plan. (vd) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 Except for (i) shares of Company Common Stock, indicated as issued and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until on the date hereofhereof in Section 2.5(a), neither (ii) shares issued after the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to date hereof upon the exercise of outstanding Options listed in Section 2.5(b) of the Company Stock Awards or vesting of Company RSU Awards will be Disclosure Schedule, and (when iii) shares issued after the date hereof in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a trueRights Plan, correct and complete list, there are not as of the date hereof, of all and at the Effective Time there will not be, any Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type Shares or shares of Company Preferred Stock Award grantedissued and outstanding. (e) The Company’s authorized capital stock consists solely of the Company Common Stock described in Section 2.5(a) and the Company Preferred Stock described in Section 2.5(c). There are not as of the date hereof, and at the number of Effective Time there will not be, any shares of Company Common Stock subject to such or Company Preferred Stock Award, reserved for issuance other than as described in Sections 2.5(b) and (c). There are not as of the date of granthereof, exercise and at the Effective Time there will not be, authorized or purchase price and expiration thereof. Except for the Company Stock Awardsoutstanding any subscriptions, there are on the date hereof no outstanding (A) securities of the Company convertible into options, conversion or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) optionsexchange rights, warrants, callsrepurchase or redemption agreements, pre-emptive rights, subscriptions, rights or other agreements agreements, claims or commitments requiring of any nature whatsoever obligating the Company to issue, transfer, deliver or other obligations sell, or cause to be issued, transferred, delivered, sold, repurchased or redeemed, additional shares of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting other securities of Company or other ownership interests in) the any Company (or, in each case, the economic equivalent thereof), (C) obligations of Subsidiary or obligating the Company to grant, extend or enter into any subscriptionsuch agreement, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests than Options listed in the Company (the items in clauses (A), (BSection 2.5(b) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any Disclosure Schedule and under the Company Rights Plan. (f) Except as set forth in Section 2.5(f) of its Subsidiaries to purchasethe Company Disclosure Schedule, redeem or otherwise acquire any Company Securities. There there are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries Company Subsidiary is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership equity interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any Company Subsidiary or which restrict the transfer of its Subsidiaries to issue, any capital stock, voting securities such shares or other ownership equity interests, nor does the Company have knowledge of any third party agreements or understandings with respect to the voting of any such shares or other equity interests in or which restrict the transfer of any such shares or other equity interests. (g) The Company has no outstanding bonds, debentures, notes or other indebtedness or obligations the holders of which have the right to vote (or securities which are convertible into or exchangeable exercisable for capital stock or voting securities or other ownership interests inhaving the right to vote) on any Subsidiary of the Company, (iii) obligations matters on which shareholders of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of may vote. (h) Neither the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “nor any Company Subsidiary Securities”) or (iv) obligations of the Company or beneficially owns any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries Parent. (i) Except as set forth in Section 2.5(i) of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary SecuritiesDisclosure Schedule, neither the Company nor any of its Subsidiaries owns directly or indirectly Company Subsidiary is under any equity interests in any Personobligation, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution contingent or otherwise) in , by reason of any Subsidiary agreement to register the offer and sale or resale of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting their securities under the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesSecurities Act.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 90,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 per share, of the Company (of which 1,000,000 shares have been designated as Series A Junior Participating Preferred StockStock and reserved for issuance upon exercise of the Company Rights). At As of the close of business on July 26November 1, 20162006, (i) 28,746,664 shares of 29,999,426 Company Common Stock Shares were issued and outstanding; , (ii) no shares of preferred stock of the Company Preferred Stock were issued and outstanding; , (iii) 4,826,402 Company Stock Options to purchase an aggregate of 6,008,648 Company Shares were held by the issued and outstanding (of which Company in its treasury; Stock Options to purchase an aggregate of 3,407,135 Company Shares were exercisable), and (iv) an aggregate of 4,390,772 shares of 71,913 Company Stock Shares were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares settlement of Company Common Stock, and Restricted Share Awards. All outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All stock of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding any Company Stock Awards or vesting of Company RSU Awards Plan will be (be, when issued in accordance with the respective terms thereof), duly authorized and validly issued and are (or, in the case of shares that have not yet been issued, will be) fully paid and paid, nonassessable and are free of preemptive rights. . (b) Section 4.2(a5.05(b) of the Company Disclosure Letter contains a true, correct and complete listSchedule sets forth, as of the date hereofclose of business on November 1, 2006, a complete and correct list of (i) all outstanding Company Stock AwardsOptions, indicating as applicable, including with respect to each Company Stock Award then outstandingsuch option, the type number of shares subject to such option, the name of the holder, the grant date, the exercise price per share, the vesting schedule (including any portion that would become vested as a result of the transactions contemplated hereby) and expiration date of each such option, whether the option is an “incentive stock option” under Section 422 of the Code or a non-qualified stock option, and the form of Company Stock Award Option award agreement pursuant to which such option was granted, and (ii) all outstanding Company Restricted Share Awards, including with respect to each such award, the number name of the holder, the grant date and vesting schedule (including any portion that would become vested as a result of the transactions contemplated hereby), whether a Section 83(b) election was taken under the Code (if available) with respect to such Company Restricted Share Award, and the form of Company Restricted Share Award grant agreement pursuant to which such award was granted. The Company Stock Plans set forth on Section 5.05(b) of the Company Disclosure Schedule are the only plans or programs the Company or any of its Subsidiaries maintains under which stock options, restricted shares, restricted share units, stock appreciation rights, performance shares or other compensatory equity-based awards have been granted and remain outstanding or may be granted. All Company Stock Options and Company Restricted Share Awards may, by their terms, be treated in accordance with Section 3.06. (c) Except, in the case of clauses (i)-(iv) below, (x) as set forth in this Section 5.05, (y) for changes since November 1, 2006 resulting from the exercise of Company Stock Options outstanding on such date and disclosed on Section 5.05(b) of the Company Disclosure Schedule, or (z) for issuances of shares of Company Common Stock subject to such and grants of Company Stock Award, the date Options expressly permitted under clauses (A) and (B) of grant, exercise or purchase price and expiration thereof. Except for the Company Stock AwardsSection 7.01(c)(i), there are on the date hereof no outstanding (Ai) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in of the Company, (Biii) options, warrants, calls, pre-emptive rights, subscriptions, warrants or other rights or other agreements or commitments requiring arrangements to acquire from the Company to issueCompany, or other obligations or commitments of the Company to issue, any capital stock, stock or other voting securities or other ownership interests in (in, or any securities convertible into or exchangeable for capital stock or other voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof)Company, (Civ) obligations of restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the Company to grantvalue or price of, extend or enter into any subscriptioncapital stock of, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in in, the Company (the items in clauses (A), (Bi)-(iv) and (C), together with the capital stock of the Company, being referred to collectively as the “Company Securities”), (v) voting trusts, proxies or (D) obligations other similar agreements or understandings to which Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to make the voting of any payments based on the price or value of the shares of capital stock of Company Common Stock. There are on or any of its Subsidiaries, (vi) obligations or commitments of any character restricting the date hereof no outstanding transfer of, or requiring the registration for sale of, any shares of capital stock of Company or any of its Subsidiaries, or (vii) obligations or commitments of any character of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any of the Company Securities. There No Company Securities are no bonds, debentures, notes or other indebtedness having voting rights owned by any Subsidiary of the Company. (or convertible into securities having such rightsd) with With respect to the Company or any Company Subsidiary issued and outstanding. There are no Stock Options, (i) voting trusts each Company Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof), or a duly authorized delegate 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 no later than the Grant Date, (iii) each such grant was made in accordance with the terms of the applicable Company Stock Plan, the 1934 Act and all other Applicable Law, including the rules of Nasdaq, (iv) the per share exercise price of each Company Stock Option was not less than the fair market value of a share of Company Common Stock on the applicable Grant Date, and (v) each such grant was properly accounted for in all material respects in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company SEC Documents in accordance with the 1934 Act and all other Applicable Laws. The Company has not granted, and there is no and has been no Company policy or practice to grant, Company Stock Options prior to, or otherwise coordinate the grant of Company Stock Options with, the release or other agreements or understandings to which public announcement of material information regarding the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to their financial results or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsprospects. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securities.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 200,000,000 Shares, and (ii) 25,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). At the close As of business on July 26June 19, 20162008, (i) 28,746,664 shares of Company Common Stock 74,325,043 Shares were issued and outstanding; outstanding (not including Shares held in the treasury of the Company), all of which are duly authorized, validly issued, fully paid and non-assessable, (ii) 994,731 Shares were held in the treasury of the Company, (iii) no Shares are held by the Subsidiaries, (iv) 4,386,270 Shares were reserved for future issuance pursuant to outstanding Company Stock Options, Company Restricted Stock Awards, Company Performance Share Awards and other purchase rights (the “Company Stock Awards”) granted pursuant to the Company Stock Option Plan, and (v) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by . Except as set forth in this Section 4.03, there are no options, warrants, convertible debt or other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under or obligating the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued issue or sell any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stockof, or granted any other awards in respect of any shares of its capital stock or equity interests in, the Company. (b) The following information has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant been made available to Parent prior to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, hereof with respect to each Company Stock Award then outstanding, outstanding as of the type date of this Agreement: (i) the name and address of the Company Stock Award recipient; (ii) the particular plan pursuant to which such Company Stock Award was granted, ; (iii) the number of shares of Company Common Stock Shares subject to such Company Stock Award, ; (iv) the date of grant, exercise or purchase price of such Company Stock Award; (v) the date on which such Company Stock Award was granted; and expiration thereof(vi) the date on which such Company Stock Award expires. (c) Each outstanding share of capital stock of, or other equity interest in, each Subsidiary is duly authorized, validly issued, fully paid and non-assessable, and each such share is owned by the Company or another Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company’s or any Subsidiary’s voting rights, charges and other encumbrances of any nature whatsoever, except for limitations on transfer imposed by federal or state securities Laws. Except for There are no options, warrants, convertible debt or other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, any Subsidiary. (d) The Company has made available to Parent an accurate and complete copy of the Company Stock Option Plan pursuant to which Company has granted the Company Stock Awards that are currently outstanding and the form of all stock award agreements evidencing such Company Stock Awards. All Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. All outstanding Shares, all outstanding Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free have been issued and clear of any Lien (other than Permitted Liens), and there are no proxies granted in compliance in material respects with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Companyall applicable Laws, and (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests all requirements set forth in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securitiesapplicable contracts.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Class A Common Stock, 200,000,000 shares of Company Class B Non-Voting Common Stock and 10,000,000 50,000,000 shares of preferred stock, par value $0.01 (the “Company Preferred Stock”). As of April 30, 2017, no shares of capital stock or any other securities of Company are issued, reserved for issuance or outstanding, other than (i) 35,213,068 shares of Company Preferred Stock. At the close Class A Common Stock issued and outstanding, which number includes 301,274 shares of business on July 26, 2016Company Class A Common Stock granted in respect of outstanding Company Restricted Stock Awards, (iii) 28,746,664 16,753,429 shares of Company Class B Non-Voting Common Stock issued and outstanding, (iii) 13,039,763 shares of Company Common Stock were issued held in treasury and outstanding; (iiiv) 3,123,413 shares of Company Common Stock reserved for issuance upon the exercise of outstanding Company Stock Options. There are no shares of Company Preferred Stock were issued and or outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company Common Stock have been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no issued or outstanding bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of Company may vote. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, as of the date of this Agreement, no trust preferred or subordinated debt securities of Company are issued or outstanding. Other than Company Stock Options issued prior to the date of this Agreement, as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating Company to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. (b) Schedule 3.2(b) of the Company Disclosure Schedule sets forth a correct and complete listing of all outstanding Company Equity Awards as of March 31, 2017 setting forth the number of shares of Company Stock subject to each Company Equity Award and the exercise price, if applicable, with respect to each Company Equity Award. (c) There are no voting trusts, stockholder agreements, proxies or other agreements (“Voting/Transfer Agreements”) in effect pursuant to which Company or any of the Company Subsidiaries has a contractual obligation with respect to the voting or transfer of Company Common Stock or other equity interests of Company. Other than the Company Equity Awards, no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of Company or any of its Subsidiaries) are outstanding. (d) Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the Company Subsidiaries, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever (“Liens”), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to Company Subsidiaries that are insured depository institutions, as provided under any provision of applicable state law comparable to 12 U.S.C. § 55) and free of preemptive rights, with no personal liability attaching to the ownership thereof. No Company Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary Securitiesor any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary. Other than the Company Subsidiaries, neither the Company nor any of its Subsidiaries owns Company Subsidiary owns, directly or indirectly indirectly, any equity interests or ownership interest in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securitiesperson.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 30,000,000 shares of Company Common Stock, 1,000,000 shares of preferred stock, no par value, and 10,000 shares of Series A Senior Non-Cumulative Preferred Stock, no par value. As of January 17, 2020, there were (i) 14,833,079 shares of Company Common Stock issued and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26outstanding, 2016, (i) 28,746,664 which number includes 90,870 shares of Company Common Stock were issued and outstanding; granted in respect of outstanding Company Restricted Stock Awards, (ii) no shares of Company Preferred Stock were preferred stock issued and outstanding; , (iii) 4,826,402 26,423 shares of Company Shares were Common Stock held by the Company in its treasury; , (iv) an aggregate of 4,390,772 1,498,570 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding Company Options, (v) 155,734 shares of Company Common Stock reserved for issuance upon the settlement of outstanding Company RSU Awards, (vi) 2,408,161 shares of Company Common Stock reserved for issuance pursuant to outstanding awards and rights future grants under the Company Stock Plans Company’s Amended and (v) under Restated 2017 Omnibus Equity Incentive Plan. As of the Company Stock Plansdate of this Agreement, there were outstanding except as set forth in the immediately preceding sentence, and for changes since January 17, 2020, resulting from the exercise, vesting or settlement of any Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding or Company RSU Awards with respect to 1,813,980 described in the immediately preceding sentence, there are no other shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has splitother voting securities of the Company issued, combined, subdivided reserved for issuance or reclassified any of its shares of capital stock. outstanding. (b) All of the issued and outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), have been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect no personal liability attaching to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration ownership thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (that have the right to vote on any matters on which shareholders of the Company may vote. Except as set forth on Section 3.2(b) of the Company Disclosure Schedule, no trust preferred or subordinated debt securities of the Company are issued or outstanding. Other than Company Equity Awards, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible into securities having such rights) with respect to or other commitments or agreements obligating the Company to issue, transfer, sell, purchase, redeem or otherwise acquire, any Company Subsidiary issued such securities, and outstanding. There there are no other equity based awards (i) voting trusts including any cash awards where the amount of payment is determined in whole or other agreements or understandings to which in part based on the price of any capital stock of the Company or any of its Subsidiaries is a party Subsidiaries) outstanding. Except for the Company Voting Agreement, there are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Company Common Stock or other equity interests of Company. No Subsidiary of the Company owns any shares of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsCompany. (bc) The Company owns, directly or another indirectly, all of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of the CompanyCompany Subsidiaries, free and clear of any Lien liens, pledges, charges, encumbrances and security interests whatsoever (other than Permitted “Liens”), and there are no proxies with respect to any all of such shares. There are no outstanding (i) securities of the Company shares or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or equity ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable federal or state law) and nonassessable and are free of preemptive rights, with no personal liability attaching to the ownership thereof. Except No Company Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for Subsidiary Securities, neither the Company nor purchase or issuance of any shares of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company stock or any other Person. There are not outstanding obligations to which the Company equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of its Subsidiaries is a party restricting the transfer of, capital stock or limiting the exercise any other equity security of voting rights with respect to, any Subsidiaries Securitiessuch Subsidiary.

Capitalization. (a) The authorized share capital stock of the Company consists of 200,000,000 shares 50,000,000 Company Ordinary Shares. As of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26October 20, 20162006, there were outstanding (i) 28,746,664 shares 20,559,134 Company Ordinary Shares (of which 382,075 were Company Common Stock were issued and outstanding; Restricted Shares), (ii) no shares of Company Preferred Stock were issued and outstanding; preferred stock of the Company, (iii) 4,826,402 Company Shares no shares were held by the Company in its treasury; as dormant shares (Menayot Redumot), and (iv) stock options to purchase an aggregate of 4,390,772 shares of 3,437,437 Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were Ordinary Shares. All outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Ordinary Shares have been, and all shares of Company Common Stock Ordinary Shares that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards Option Plans will be (be, when issued in accordance with the respective terms thereof), duly authorized and validly issued and are are, or, in the case of shares that may be issued pursuant to the Company Option Plans, will be when issued in accordance with the respective terms thereof, fully paid and nonassessable and are free of preemptive rightspaid. Section 4.2(a) No Subsidiary of the Company Disclosure Letter contains owns any shares of capital stock of the Company. The Company has furnished to Parent a true, correct true and complete list, as of the date hereofclose of business on October 20, 2006 of all outstanding Company Stock AwardsOptions, indicating as applicable, including with respect to each Company Stock Award then outstandingsuch option, the type name of the holder, the exercise price, the grant date and the vesting schedule, and with respect to all such Company Options granted to Israeli taxpayers, whether each such option was granted under any of the following sections of the Israeli Income Tax Ordinance: Section 3(i); Section 102 (prior to January 1, 2003); or Section 102 (on or after January 1, 2003, and in such event pursuant to which subsection of Section 102). The Company is not a party to any voting agreement with respect to the voting of any Company Ordinary Shares. (b) Except as set forth in this Section 4.05 and for changes since October 20, 2006 resulting from the exercise of Company Stock Award granted, Options outstanding on such date or the number of shares issuance of Company Common Stock subject to such Options or Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock AwardsOrdinary Shares as permitted by this Agreement, there are on the date hereof no outstanding (Ai) shares of capital stock of, or other voting securities or ownership interests in, the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock of, or other voting securities or ownership interests in in, the Company, or (Biii) options, warrants, calls, pre-emptive rights, subscriptions, rights options or other agreements or commitments requiring rights to acquire from the Company to issueCompany, or other obligations obligation of the Company to issue, any capital stockstock of, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Companyin, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for for, capital stock of, or other voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding items listed in clauses (i), (ii) and (iii) above, except from former employees, directors and consultants in accordance with currently effective agreements providing for the repurchase of shares in connection with any termination of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of service to it or its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesSubsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 500,000,000 shares of Company Common Stock Stock, of which, as of January 25, 2012 (the “Measurement Date”), 122,250,050 shares were issued and 10,000,000 outstanding, and (ii) 100,000,000 shares of Company preferred stock, par value $0.01 per share, of which 30,000 shares have been designated as Series A Participating Preferred Stock (together with the Company Common Stock, the “Company Capital Stock”), of which, as of the Measurement Date, no shares were issued and outstanding. At As of the close of business on July 26Measurement Date, 2016, (i) 28,746,664 1,247,183 shares of Company Common Stock were issued and outstanding; (ii) no held in the Company’s treasury. As of the Measurement Date, 10,840,000 shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under Equity Incentive Plan, including shares that would be issued upon the exercise of Company Stock Plans, there were outstanding Options and Company Options to purchase 2,576,792 shares of Company Common StockRSUs, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all 4,481,250 shares of Company Common Stock that may be issued pursuant to the were reserved for issuance upon exercise of issued and outstanding Company Stock Awards or vesting Warrants. All of the issued and outstanding shares of Company RSU Awards will be (when issued in accordance with the terms thereof), Capital Stock have been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights. Section 4.2(aThe Company has provided Parent with a list of (i) of the each Company Disclosure Letter contains a true, correct Stock Option outstanding and complete list, unexercised as of the date hereofhereof pursuant to the Company Equity Incentive Plan, which list specifies (A) the name of all the holder of such Company Stock AwardsOption, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, (B) the number of shares of Company Common Stock subject to such Company Stock AwardOption, (C) the exercise price of such Company Stock Option, (D) the date of grant, exercise or purchase price and expiration thereof. Except for the on which such Company Stock AwardsOption was granted, there are on (E) the applicable vesting schedule, and (F) the date hereof no outstanding on which such Company Stock Option expires, (ii) the aggregate number of all shares of Company Restricted Stock which list specifies (A) securities the name of the Company convertible into or exchangeable for holder of such shares of capital stock or voting securities or ownership interests in the CompanyCompany Restricted Stock, (B) the number of shares of Company Restricted Stock, (C) the date on which such shares of Company Restricted Stock were granted, and (D) the applicable vesting schedule, (iii) the aggregate number of all Company Performance Shares which list specifies (A) the name of the holder of such Company Performance Shares, (B) the number of Company Performance Shares, (C) the date on which such Company Performance Shares were granted, and (D) the applicable vesting schedule, and (iv) the aggregate number of Company RSUs, which list specifies (A) the name of the holder of such Company RSUs, (B) the number of Company RSUs, (C) the date on which such Company RSUs were granted, and (D) the applicable vesting schedule, in each case of (i), (ii), (iii) and (iv), outstanding as of the Measurement Date; since the Measurement Date through the date of this Agreement, the Company has not issued or awarded any options, restricted stock, restricted stock units under the Company Equity Incentive Plan. Except pursuant to this Agreement, the Company Equity Incentive Plan or as set forth in this Section 3.2, as of the Measurement Date, the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, pre-emptive rightscommitments or agreements of any character calling for the purchase, subscriptions, rights issuance or other agreements or commitments requiring the Company to issue, or other obligations registration of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations Capital Stock or any other equity securities of the Company or any of its Subsidiaries securities representing the right to purchase, redeem purchase or otherwise acquire receive any shares of Company Securities. There are Capital Stock. (b) As of the Measurement Date, no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect the right to the Company or vote on any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to matters on which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock stockholders of the Company may vote are issued or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities as of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsdate of this Agreement. (bc) The Company or another All of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary “significant subsidiary” (as such term is defined under Regulation S-X of the SEC) of the Company are owned by the Company, directly or indirectly, free and clear of any Lien material liens, pledges, charges and security interests and similar encumbrances (other than Permitted “Liens”), and there are no proxies with respect to any all of such shares. There are no outstanding (i) securities of the Company shares or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or equity ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights. Except No such significant subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for Subsidiary Securities, neither the Company nor purchase or issuance of any shares of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company stock or any other Person. There are not outstanding obligations to which the Company equity security of such subsidiary or any securities representing the right to purchase or otherwise receive any shares of its Subsidiaries is a party restricting the transfer of, capital stock or limiting the exercise any other equity security of voting rights with respect to, any Subsidiaries Securitiessuch subsidiary.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 200,000,000 400,000,000 shares of Company Common Stock and 10,000,000 50,000,000 shares of Company Preferred Stock. At . (b) As of the close of business on July 2610, 20162014, there were (i) 28,746,664 71,239,946 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 9,297,526 shares of Company Shares were held Common Stock owned by the Company in its treasuryas treasury stock; (iv) an aggregate of 4,390,772 no shares of Company Common Stock were owned by Subsidiaries of the Company; and (v) 1,233,067 shares of Company Common Stock reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Incentive Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all including (A) 659,979 shares of Company Common Stock that may be issued are subject to issuance pursuant to the exercise of Company Stock Options outstanding under the Company Stock Incentive Plans (whether or not presently exercisable) and (B) 573,088 shares of Company Common Stock subject to outstanding Company Stock Awards RSUs (assuming target performance levels are achieved). As of the close of business on July 10, 2014, except as set forth above, no other Securities or vesting Equity Interests of the Company were issued, reserved for issuance or outstanding. From the close of business on July 10, 2014 to the date of this Agreement, there have been no issuances by the Company of any Securities or Equity Interests of the Company, other than the issuance of Company RSU Awards Common Stock upon the exercise of Company Stock Options or settlement of Company RSUs. All of the issued and outstanding shares of Company Common Stock have been, and any shares of Company Common Stock issued upon the exercise of Company Stock Options or settlement of Company RSUs will be (when issued in accordance with the terms thereof)be, duly authorized and validly issued and are or will be fully paid and paid, nonassessable and are free of preemptive or similar rights. Section 4.2(a. (c) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there There are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the CompanySecurities, (B) options, warrants, calls, pre-emptive rights, subscriptions“phantom” stock rights, rights stock appreciation rights, stock-based performance units, commitments or other agreements or commitments requiring the Company Contracts to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by which the Company or any Company Subsidiary is a party, or by which the Company or any Company Subsidiary is bound, obligating the Company or any Company Subsidiary to issue, deliver or sell, Securities of its Subsidiaries the Company or of any Company Subsidiary, or obligating the Company to make any payments payment based on the value or price or value of the shares of Company Common StockStock or of any Security of the Company or any Company Subsidiary. There are on the date hereof no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bondsSecurities or Equity Interests of, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to to, or make any investment (in the form of a loan, capital contribution or otherwise) in in, the Company, any Company Subsidiary or any other Person, other than pursuant to the Company Benefit Plans or pursuant to arrangements among the Company or any Company Subsidiaries. (d) There are no bonds, debentures, notes or other Indebtedness of the Company or any of its the Company Subsidiaries in exchange for ownership having the right to vote (or convertible into, or exchangeable for, Securities having the right to vote) on any matters on which stockholders of Common Stock the Company may vote. There are no proxies, voting trusts or any other equity interest in Contracts to which the Company or such Subsidiary. All outstanding securities any Company Subsidiary is a party, or is bound, with respect to the voting of any Securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including or any Company Subsidiary or the registration of the Securities Act and “blue sky” lawsof the Company or the Company Subsidiaries under any U.S. or foreign securities Law. (be) The Company is, directly or another of its Subsidiaries is indirectly, the record holder and beneficial owner Beneficial Owner of all of the issued and outstanding shares of capital stock Securities of each Subsidiary of the CompanyCompany Subsidiary, free and clear of any Lien material Liens and free of any other material limitation or restriction (other than Permitted Liens)including any limitation or restriction on the right to vote, and there are no proxies with respect to any such shares. There are no outstanding (i) securities sell, transfer or otherwise dispose of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (iSecurities), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of such Securities so owned by the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free no such Securities have been issued in violation of any preemptive or similar rights. Except for Subsidiary Securities, neither the Securities of the Company nor any Subsidiaries or as set forth on Section 3.2(e) of its Subsidiaries owns the Company Disclosure Letter, the Company does not own, directly or indirectly indirectly, any equity Securities or other ownership interests in any Person, or has any obligation to acquire other Person (any such equity interests, or to provide funds to or make any investment (interests in the form of a loan, capital contribution or otherwiseanother Person set forth on Section 3.2(e) in any Subsidiary of the Company Disclosure Letter, a “Company Investment”). The Company owns, directly or indirectly, each Company Investment, free and clear of any material Liens and free of any other Person. There are not outstanding obligations material limitation or restriction (including any limitation or restriction on the right to which the vote, sell, transfer or otherwise dispose of such Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesInvestment).

Capitalization. (a) The authorized capital stock Company Capital Stock of the Company consists of 200,000,000 100,000,000 shares of Company Common Stock and 10,000,000 2,250,000 shares of Company Preferred Stock. At As of the close of business on July 26March 27, 20162017 (the “Capitalization Date”), (iA) 28,746,664 shares of 51,192,445 Company Common Stock Shares were issued and outstanding; , (iiB) no shares of Company Preferred Stock were issued and outstanding; , and (iiiC) 4,826,402 no shares of Company Shares Capital Stock were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockas treasury shares. All of the outstanding Company Shares have beenare validly issued, fully paid, non-assessable and all free of any preemptive rights. Since the Capitalization Date, the Company has not issued any securities (including derivative securities) except for shares of Company Common Stock that may be purchased under the Company ESPP, issued pursuant to the upon exercise of outstanding Company Stock Awards or Awards, the vesting of Company RSU Awards will be Restricted Stock Units or the vesting of Company Performance Stock Units in all cases, granted either (when issued A) as of the date hereof or (B) following the date hereof as permitted pursuant to Section 6.2(b) or Section 6.2(b) of the Company Disclosure Letter, in each case, in accordance with the terms thereof)of a Company Stock Plan or the Company ESPP, duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. as applicable, as in effect on the date hereof. (b) Section 4.2(a4.4(b) of the Company Disclosure Letter contains sets forth a truecomplete and accurate list of all stock option plans or any other plan or agreement adopted by the Company under which there are outstanding awards that provide for the issuance of equity to any Person (the “Company Stock Plans”). The Company has made available to Parent complete and accurate copies of all Company Stock Plans and the forms of all award agreements issued under the Company Stock Plans. (c) As of the Capitalization Date, correct (i) 4,732,501 shares of Company Common Stock were subject to issuance pursuant to Company Stock Options (other than Company Performance Stock Options), (ii) 723,818 shares of Company Common Stock were subject to issuance pursuant to Company Restricted Stock Units (for purposes of clarification, other than Company Performance Stock Units), (iii) 400,000 shares of Company Common Stock were subject to issuance pursuant to Company Performance Stock Options (iv) 70,000 shares of Company Common Stock were subject to issuance pursuant to Company Performance Stock Units, and (v) 1,297,694 shares of Company Common Stock were reserved for future issuance under the Company ESPP. Except as described in Section 4.4(a) and this Section 4.4(c), (A) no capital stock of the Company or any of its Subsidiaries or any security convertible or exchangeable into or exercisable for such capital stock, is issued, reserved for issuance or outstanding and (B) there are no exercisable securities, there are no options, preemptive rights, warrants, calls, rights or Contracts of any kind to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound or otherwise promised, obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or accelerate the vesting of, or enter into, any option, preemptive right, warrant, call, right, or similar agreement, arrangement or understanding. (d) Section 4.4(d) of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereofCapitalization Date, of all outstanding equity-based awards of the Company, whether payable in stock, cash or other property or any combination of the foregoing granted by the Company under any Company Stock Plans or otherwise (the “Company Stock Awards”), indicating as applicableindicating, with respect to each Company Stock Award then outstanding, the person to whom awards were granted, the type of Company Stock Award awards granted, the number of shares of Company Common Stock subject to or covered by such Company Stock Award, the plan under which such Company Stock Award was granted, the exercise or purchase price (if any), date of grant, exercise or purchase price the number of unvested shares, and expiration thereofthe extent to which any vesting had occurred as of the date of this Agreement. Except for the All outstanding Company Stock Awards, there are Awards have been properly accounted for in accordance with GAAP on the date hereof no outstanding (A) securities consolidated audited financial statements of the Company convertible into and its Subsidiaries filed in or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring furnished with the Company to issue, or other obligations of the Company to issue, any capital stockSEC Reports. (e) There are no stockholder agreements, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (ortrusts, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security proxies or other similar agreement or commitment relating to any capital stockagreements, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements arrangements or understandings to which the Company or any of its Subsidiaries is a party party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to the voting any shares of capital stock of the Company or any of its Subsidiaries. There are no rights or obligations, contingent or otherwise (ii) outstanding contractual obligations to provide funds to or make any investment (including rights of first refusal in favor of the form Company), of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock Subsidiaries, to repurchase, redeem or otherwise acquire any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary of the Company or any other Personentity. There are not outstanding obligations no registration rights or other Contracts to which the Company or any of its Subsidiaries is a party restricting the transfer ofparty, or limiting by which it or they are bound, obligating the exercise Company or any of voting rights its Subsidiaries with respect toto any shares of Company Common Stock or shares of capital stock of any such Subsidiary. (f) All outstanding shares of Company Common Stock are, and all shares of Company Common Stock reserved for issuance as specified above will be, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Certificate of Incorporation or the Company Bylaws or any agreement to which the Company is a party or otherwise bound. None of the outstanding shares of Company Common Stock have been issued in violation of any United States federal or state securities laws. All of the outstanding shares of capital stock of each of the Subsidiaries Securitiesof the Company are duly authorized, validly issued, fully paid and nonassessable, and all such shares (other than directors’ qualifying shares in the case of foreign Subsidiaries) are owned by the Company or a Subsidiary of the Company free and clear of any and all Liens. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the Company or any of its Subsidiaries. (g) Company Common Stock constitutes the only class of equity securities of the Company or its Subsidiaries registered or required to be registered under the Exchange Act. (h) As of the date of this Agreement, neither the Company nor any of its Subsidiaries has any indebtedness for borrowed money.

Capitalization. (a) The authorized outstanding capital stock of the Company as of the date hereof consists of 200,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26, 2016, (i) 28,746,664 shares of 7,212,705 Series A Preferred Units (the “Company Common Stock were issued and outstanding; Series A Preferred Units”), (ii) no shares of 19,639,365 Company Preferred Stock were issued Class A Units (the “Company Class A Units”) and outstanding; (iii) 4,826,402 5,380,432 Company Shares were held by Class B Units (the “Company Class B Units”), of which 300,000 Company Class B Units are Company Restricted Units. In addition, as of the date hereof, there are Company Options outstanding for 6,050,375 Company Class B Units. There are no outstanding adjustments made or required to be made to the conversion rates applicable to the Company Series A Preferred Units set forth in its treasury; (ivthe Charter Documents. There are no declared or accrued but unpaid distributions with respect to any Company Units. Each Company Series A Preferred Unit is convertible to Company Class A Units on a one-to-one basis, and is otherwise convertible as set forth in the Charter Documents. Except as set forth above in this Section 2.2(a), there are no other issued and outstanding Company Units as of the date hereof. Section 2.2(a) an aggregate of 4,390,772 shares the Disclosure Schedule sets forth, as of the date hereof, a true, correct and complete list of all of the Company’s securityholders and the number of Company Stock were reserved for issuance pursuant Units, options, warrants or other rights to acquire Company Units owned by each of them (including all holders of outstanding awards and rights Company Options, Company Restricted Units or Company RSUs, whether or not granted under the Company Stock Plans Equity Plans). With respect to Company Options, Company Restricted Units and (vCompany RSUs, Section 2.2(a) under of the Disclosure Schedule further indicates whether, as of the date hereof, the holder is an employee of the Company Stock Plansor any of its Subsidiaries, the number of and class or series of Company Units issuable upon the exercise of each such Company Option or issuable upon the vesting of such Company Restricted Units or Company RSUs, the date of grant, the exercise price per unit (for such Company Option), the vesting schedule and expiration date thereof, including the extent to which any vesting has occurred as of the date hereof and the extent to which the vesting of such equity award will be accelerated by the consummation of the Merger and the Transactions or by the termination of employment or engagement or change in position of any holder thereof following or in connection with the consummation of the Merger, and any additional exercise, acceleration of vesting, conversion or exchange rights relating thereto. No Company Options are incentive stock options under Section 422 of the Code. All issued and outstanding Company Units are duly authorized, validly issued, and, other than pursuant to the Charter Documents and the Company Equity Plan, are free of any preemptive rights and put or call rights created by Law or any Contract to which the Company is a party or of which the Company has Knowledge. To the Knowledge of the Company, except as set forth on Section 2.2(a) of the Disclosure Schedule, there were are no agreements, voting trusts or other agreements or understandings relating to the voting of any Company Units, and there are no agreements between the Company or any of its Subsidiaries and any security holder or others, or among any holders of Company Units, relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights, “drag-along” or other similar rights) of any Company Units, except as set forth in the Charter Documents. No certificates have been issued representing any Company Units. (b) The terms of the Company Equity Plan and each agreement thereunder permit the treatment of the Company Equity as provided in this Agreement, and no consents or approvals are required to treat the Company Equity in accordance with Section 1.6 of this Agreement. No holder of Company Options has the ability to exercise any unvested Company Options in exchange for Company Restricted Units. (c) Section 2.2(c) of the Disclosure Schedule sets forth, for all holders of Company Restricted Units, the name of the holder of such Company Restricted Units, the date of purchase of such Company Restricted Units, the purchase price of such Company Restricted Units, the repurchase price of such Company Restricted Units and the vesting schedule for such Company Restricted Units, including the grant date, the extent vested to date, the expiration date thereof, any conditions on vesting, including the extent to which the consummation of the Merger and the Transactions would alter any of the holder’s rights pursuant to such Company Restricted Units, and any additional exercise, acceleration of vesting, conversion or exchange rights relating thereto (including a complete description of any acceleration provisions) and whether, to the Knowledge of the Company, the holder has made a timely election with the Internal Revenue Service under Section 83(b) of the Code with respect to such Company Restricted Units. All holders of Company Restricted Units are current employees of the Company. No Company Restricted Unit was acquired upon the exercise of Company Options. (d) Other than the Charter Documents, outstanding Company Options and Company Restricted Units referenced in Section 2.2(a), and as set forth in Section 2.2(d) of the Disclosure Schedule, there are no Contracts to which the Company is a party, or by which it is bound, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Units, Company Options, Company Restricted Units or Company RSUs or obligating the Company to grant, extend, accelerate the vesting or waive any repurchase rights of, change the price of or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Other than the Charter Documents and the Company Options, there are no executory obligations under Contracts relating to purchase 2,576,792 shares or sale of any Company Units (i) between or among the Company and any holder of Company Common StockUnits, and outstanding other than written contracts granting the Company RSU Awards with respect the right to 1,813,980 shares purchase unvested Company Units upon termination of employment or service, or (ii) to the Knowledge of the Company, between or among any of the holders of Company Stock. From such date until Units. (e) Except for the date hereofCompany’s 2011 Equity Incentive Plan, as amended (the “Company Equity Plan”), or as set forth in Section 2.2(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has issued ever adopted or maintained any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants unit option or rights equity incentive plan or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect plan providing for equity compensation of any shares of its capital stock or Person. The Company has splitreserved 10,000,000 Company Class B Units for issuance to employees, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have beenmanagers and directors of, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof)consultants to, duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a trueand its Subsidiaries, correct and complete listunder the Company Equity Plan, of which 2,603,625 Company Class B Units are issuable, as of the date hereof, upon the exercise of all outstanding, unexercised, vested Company Stock AwardsOptions, indicating 3,449,750 Company Class B Units are issuable, as applicableof the date hereof, upon the exercise of outstanding, unexercised, unvested Company Options, and no Company Class B Units are issuable upon the vesting of outstanding, unvested Company RSUs. Each Company Option, Company Restricted Units and Company RSU has been properly approved by the requisite organizational authority. To the extent required under applicable Law, the Company’s Unitholders have properly approved and the Company has properly reserved for issuance the Company Class B Units issuable under the Company Equity Plan. There are no outstanding or authorized stock appreciation, phantom stock, profit participation (other than cash bonus plans) or other similar rights with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price Subsidiaries. (f) No bonds, debentures, notes or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations other Indebtedness of the Company or any of its Subsidiaries (i) having the right to purchase, redeem or otherwise acquire vote on any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights matters on which Unitholders may vote (or which is convertible into into, or exchangeable for, securities having such rightsright) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to the value of which is in any way based upon or make any investment derived from capital or voting units of the Company, are issued or outstanding. (g) The information contained in the form Spreadsheet will be complete and correct as of a loan, capital contribution the Closing Date. (h) No holder of Company Units has any appraisal or otherwise) in dissenters rights either under the Company DLLCA or any of its Subsidiaries in exchange for ownership of Common Stock the Company’s Contracts or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsconstitutional documents. (bi) The Company or another All of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of the CompanyCompany is, free to the extent applicable, duly authorized, validly issued, fully paid and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such sharesnonassessable. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments Contracts to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in which any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) is a party or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in by which it is bound obligating any Subsidiary of the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock or other Person. There are not outstanding obligations equity interests of such Subsidiary or obligating such Subsidiary to which grant, extend, accelerate the Company or any of its Subsidiaries is a party restricting the transfer vesting of, change the price of, otherwise amend or limiting enter into any such Contract. All of the exercise Company’s Subsidiaries are wholly owned, directly or indirectly, by the Company, except as set forth in Section 2.1(b) of voting the Disclosure Schedule. (j) The Insight Unitholders and the Accel Unitholders are the only Persons with rights with respect topursuant to Section 5.8 of the Fourth Amended and Restated Operating Agreement of the Company, any Subsidiaries Securitiesdated February 22, 2013, as amended.

Capitalization. (a) The authorized capital stock As of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26, 2016date hereof, (i) 28,746,664 shares of 60,764,711 Company Common Stock were Ordinary Shares are issued and outstanding; , (ii) no shares of 182,977,473 Company Preferred Stock were Preference Shares are issued and outstanding; , of which 10,118,760 shares are designated as Company Series A Preferred Shares, 60,549,235shares are designated as Company Series B Preferred Shares, 54,675,890 shares are designated as Company Series C Preferred Shares, 57,633,588 Company Series D Preferred Shares have been subscribed for, and are being registered with, the Finnish Trade Register, (iii) 4,826,402 39,359,180 Company Ordinary Shares were held by the are underlying outstanding Company in its treasury; Equity Awards, of which 28,920,733 Company Ordinary Shares are underlying Company Equity Awards that are vested as of such date and 10,438,447 Company Ordinary Shares are underlying outstanding Company Equity Awards that are not vested as of such date, (iv) an aggregate of 4,390,772 shares of 8,772,535 Company Stock were reserved for issuance pursuant C Preferred Shares are subject to outstanding awards and rights under the be issued upon exercise of, or underlying outstanding, Company Stock Plans Warrants, and (v) under the 835,185 Company Stock Plans, there were outstanding Company Options B Preferred Shares are subject to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise Kreos Warrants. As of the date of this Agreement, except for (i) exercised Company Equity Awards where the issuance of Company Ordinary Shares is pending either approval by the Company Board or registration at the Finnish Trade Register, and (ii) exercised Company Warrants where the issuance of Company Preference Shares is pending either approval by the Company Board or registration at the Finnish Trade Register, all issued and outstanding Company Shares are duly authorized, validly issued, fully paid and are registered on the books of the Company in the name of the record holders set forth on Section 3.3(a) of the Company Disclosure Letter. All shares that may be issued upon the settlement of outstanding equity awards or Company Stock Awards Equity Awards, Company Warrants or vesting of Company RSU Awards Kreos Warrants will be (be, when issued in accordance issued, paid for and registered with the terms thereof)Finnish Trade Register, duly authorized and authorized, validly issued and fully paid. (b) All Company Shares are fully paid registered with the Finnish Trade Register and nonassessable represent 100% of the issued and are free registered share capital of preemptive rightsthe Company. No share certificates have been issued with respect to the Company Shares. With respect to the Company Shares, Section 4.2(a3.3(b) of the Company Disclosure Letter contains sets forth a true, correct complete and complete list, accurate copy of the shareholder register of the Company referred to in the Finnish Companies Act as of the date hereofof this Agreement (including information on the address and country of residence of each shareholder as required by the Finnish Companies Act) and such shareholders’ register correctly reflects information received by the Company from its shareholders regarding the country of residence of the shareholders. With respect to each Company Equity Award, Company Warrant, and Kreos Warrants, Section 3.3(b) of all the Company Stock AwardsDisclosure Letter sets forth a true, indicating complete and accurate list as of the date of this Agreement of the name of the holder of each Company Equity Award, Company Warrant, or Kreos Warrants (including information on the country of residence of each such holder), the Company Shares (number and class) to which such Company Equity Award, Company Warrant, or Kreos Warrants entitles the holder, and the grant date, vesting schedule and exercise price, if applicable, with respect to each Company Stock Award then outstandingEquity Award, the type of Company Stock Award grantedWarrant, or Kreos Warrants and the number of shares vested and unvested instruments. With respect to the capitalization of the Company, Section 3.3(b) of the Company Common Stock subject Disclosure Letter sets forth a true, complete and accurate description of the holding of all Equity Interests in the Company (by holder, class, and vested and unvested interests, and on a non-fully and fully diluted basis). Updates as of the Closing Date of the above-mentioned register, list and description which the Company shall provide to APHC and Irish Holdco on or prior to the Closing, set forth true, complete and accurate information on such Company Stock Award, items as of the date of grant, exercise or purchase price and expiration thereofClosing Date. Except for the Company Stock Awardsas set forth in Section 3.3(a), there are on the date hereof no outstanding (A) securities Equity Interests of any kind of the Company convertible into authorized or exchangeable for shares outstanding. The shareholder register and the list of capital stock or voting securities or ownership interests the holders of the Company Equity Awards, Company Warrants, and Kreos Warrants included in the CompanyCompany Disclosure Letter correctly reflect information received by the Company from its shareholders and holders of the Company Equity Awards, Company Warrants, and Kreos Warrants regarding the country of residence. The Company has fewer than a total of 150 shareholders and holders of Company Equity Awards, Company Warrants, and Kreos Warrants in any one EU member state who are non-qualified investors as provided in the EU Prospectus Regulation. (Bc) Except as set forth on Section 3.3(c) of the Company Disclosure Letter: (i) there are no outstanding or authorized options, warrants, Contracts, calls, pre-emptive rightsputs, subscriptionsrights to subscribe, conversion rights or other agreements or commitments requiring similar rights to which the Company is a party or which are binding upon the Company providing for the offer, issuance, redemption, exchange, conversion, voting, transfer, disposition or acquisition of any of the Equity Interests of the Company or its Subsidiaries, including Company Shares; (ii) the Company is not subject to issueany obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Equity Interests, including the Company Shares; (iii) the Company is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting, sale or transfer of any of its Equity Interests, including the Company Shares; (iv) other than statutory rights provided under the Finnish Companies Act and as provided under the Company SHA, there are no contractual equityholder preemptive or similar rights, rights of first refusal, rights of first offer or registration rights in respect of Equity Interests of the Company or its Subsidiaries, including the Company Shares; (v) There are no outstanding or authorized Company Equity Awards, or other obligations of the Company to issuesecurities, any capital whether actual or derivative, and whether structured as performance shares, performance-based units, market stock units, stock appreciation rights, restricted stock, voting securities restricted stock units, phantom units, deferred stock units or other ownership interests in (dividend equivalents, profit participation or securities convertible into similar rights or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or its Subsidiaries; (vi) the Company has not violated in any of its Subsidiaries to purchasematerial respect any applicable Laws, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Knowledge of the Company, any material preemptive or similar rights created by applicable Law (to the Knowledge of the Company as to Laws other than the Laws of Finland and the United States of America), Company Governing Documents or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings Contracts to which the Company or any of its Subsidiaries is a party party, in connection with respect to the voting offer, sale or issuance of capital stock any of Equity Interests of the Company or its Subsidiaries, including Company Shares; and (iivii) outstanding other than pursuant to applicable Law, the Company SHA and the EIB Loan, there are no contractual obligations to provide funds to restrictions which prevent the payment of dividends or make any investment (in the form of a loan, capital contribution or otherwise) in distributions by the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities Subsidiaries. (d) Section 3.3(d) of the Company have been offered Disclosure Letter sets forth a true and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner complete list of all of the Company’s Subsidiaries as of the date of this Agreement, together with their respective jurisdictions of organization, authorized capital stock, number of shares issued and outstanding and record ownership of such shares. Except as set forth in Section 3.3(d) of the Company Disclosure Letter, the Company does not have any Subsidiaries or own or hold, directly or indirectly, any equity or other security interest in any other Person. All of the issued and outstanding shares of capital stock of each Subsidiary of of, or other equity or voting interests in, the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its ’s Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary SecuritiesShares”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable non-assessable. All of the Subsidiary Shares are owned, directly or indirectly, of record and are beneficially by the Company, free and clear of preemptive rights. all Liens (other than Permitted Liens). (e) Except for the Subsidiary SecuritiesShares, neither the Company nor there are no equity securities of any class of any of its the Company’s Subsidiaries owns directly or indirectly any equity interests in any Person, securities convertible into or has any obligation to acquire exchangeable or exercisable for any such equity interestssecurities issued, reserved for issuance or to provide funds to outstanding. There are no outstanding or make any investment (in the form of a loanauthorized options, capital contribution or otherwise) in any Subsidiary of the Company warrants, convertible securities, subscriptions, call rights, redemption rights, repurchase rights or any other Person. There are not outstanding obligations contractual rights, agreements, arrangements or commitments of any kind relating to which the issued or unissued capital stock of any of the Company’s Subsidiaries or obligating the Company or any of its Subsidiaries is a party restricting the transfer to issue or sell any shares of capital stock of, or limiting any other interest in, any of the exercise Company’s Subsidiaries. There are no outstanding or authorized stock appreciation rights, phantom stock, performance-based rights or profit participation or similar rights or obligations of any of the Company’s Subsidiaries. There are no voting rights trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to, to the voting or sale or transfer of any Subsidiaries Securitiesof the Subsidiary Shares or any other Equity Interests of any of the Company’s Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 36,000,000 shares of Company Preferred Stock. . (b) At the close of business on July 26June 7, 20162018, (i) 28,746,664 139,462,508 shares of Company Common Stock were issued and outstanding; (ii) outstanding and no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by . Except as set forth in Section 4.3(c), as of June 7, 2018, no other Securities of the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were issued, reserved for issuance pursuant to or outstanding. All issued and outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares Stock have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards Equity Rights will be (be, when issued in accordance with the terms thereof), duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and are free of subject to no preemptive rights. or similar rights by which the Company or any Company Subsidiary is bound. (c) Section 4.2(a4.3(c)(i) of the Company Disclosure Letter contains a truesets forth the Equity Rights outstanding as of the close of business on June 7, correct 2018. All such Equity Rights were granted or awarded pursuant to and complete listin accordance with the Stock Plans. Section 4.3(c)(ii) of the Company Disclosure Letter sets forth the number of shares of Common Stock authorized for issuance under each Stock Plan as of June 7, 2018. Section 4.3(c)(iii) of the Company Disclosure Letter sets forth an accurate and complete, in all material respects, pro-forma determination of the number of Company MSU Awards and Company PS Awards that would vest based upon the assumed level of performance and the Per Share Merger Consideration, in each case, as of the date hereof, and in the amounts specified therein. The Company has made available to Parent the forms of all Company Stock Awards, indicating as applicable, with respect grant agreements related to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject such award. No material changes have been made to such forms in connection with any award granted for the performance period or jurisdiction specified in such form, other than as set forth on Section 4.3(c)(iv) of the Company Stock AwardDisclosure Letter. (d) There are no preemptive or similar rights on the part of any holder of any class of Securities of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or other obligations the date holders of grant, exercise which have the right to vote (or purchase price and expiration thereofwhich are convertible into or exercisable for Securities having the right to vote) with the holders of any class of Securities of the Company or any Company Subsidiary on any matter submitted to such holders of Securities. Except for the Company Stock Awardspursuant to this Agreement and as described in Section 4.3(c), there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptionsconvertible or exchangeable securities, rights “phantom” stock rights, stock appreciation rights, stock-based performance units, Contracts or other agreements or commitments requiring undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver, sell or other obligations transfer or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred or repurchased, redeemed or otherwise acquired, any Securities of the Company or any Company Subsidiary, or any Security convertible or exercisable for or exchangeable into any Securities of the Company or any Company Subsidiary, (ii) obligating the Company or any Company Subsidiary to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscriptionsuch option, warrant, call, right, convertible security, Contract or exchangeable security or other similar agreement or commitment relating to any capital stockundertaking, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (Diii) obligations by that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Securities of the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common StockSubsidiary. There are on the date hereof no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to purchaserepurchase, redeem or otherwise acquire any Securities of the Company Securitiesor any Company Subsidiary, including any Securities that may be issued pursuant to any employee stock option or other compensation plan or arrangement. There are no bondsproxies, debentures, notes voting trusts or other indebtedness having voting rights (or convertible into securities having such rights) with respect Contracts to which the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or is bound with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into Company Subsidiary or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary the registration of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations Securities of the Company or the Company Subsidiaries under any of its Subsidiaries to issue, any capital stock, voting United States or non-U.S. securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary Law. None of the Company, (iii) obligations outstanding Securities of the Company Subsidiaries are subject to any right of first offer, right of first refusal, co-sale or participation right or other restriction on transfer pursuant to the Constituent Documents of such Company Subsidiary or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations Contract to which the such Company or any of its Subsidiaries Subsidiary is a party restricting the transfer ofor by which such Company Subsidiary, or limiting the exercise of voting rights with respect toits Securities, any Subsidiaries Securitiesare otherwise bound.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close , of business on July 26, 2016, (i) 28,746,664 which 6,000,000 authorized shares of Company Stock are designated as Class A Common Stock were and 4,000,000 authorized shares of Company Stock are designated as Class B Common Stock. As of the date of this Agreement, and without giving effect to the transactions contemplated by this Agreement or any of the other Transaction Documentation (as defined below), no shares of Class A Common Stock are issued and outstanding and 4,000,000 shares of Class B Common Stock are issued and outstanding; (ii) . No other shares of Company Stock are issued and outstanding, and no shares of Company Preferred Stock were issued are held in the treasury of the Company. As of the date of this Agreement and outstanding; (iii) 4,826,402 Company Shares were held by as of immediately prior to the Company in its treasury; (iv) an aggregate of 4,390,772 Effective Time, there are and will be no outstanding options to purchase shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under except as set forth on Section 2.2 of the Company Stock Plans Disclosure Schedule (“Company Options”) and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 will be no shares of Company Common Stock that are or have been subject to vesting or forfeiture or repurchase by the Company except as set forth on Section 2.2 of the Company Disclosure Schedule (“Company Restricted Stock”). As of the date of this Agreement and as of immediately prior to the Effective Time, there are and will be no outstanding Company RSU Awards with respect warrants to 1,813,980 purchase shares of Company Stock. From such Section 2.2 of the Company Disclosure Schedule sets forth a complete and accurate list of (a) all stockholders of the Company, indicating the number and class of Company Stock held by each stockholder, (b) all stock option plans and other stock or equity-related plans of the Company and the number of shares of Company Stock remaining available for future awards thereunder, (c) all outstanding Company Options, indicating (i) the holder thereof, (ii) the number of shares of Company Stock subject to each Company Option, (iii) the exercise price, date until of grant, vesting schedule and expiration date for each Company Option, and (iv) any terms regarding the acceleration of vesting, and (d) all outstanding debt convertible into Company Stock, indicating the outstanding amounts thereon as of the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the issued and outstanding shares of Company Shares have beenStock are, and all shares of Company Common Stock that may be issued pursuant to the upon exercise of outstanding Company Stock Awards or vesting of Company RSU Awards Options will be (when upon issuance in accordance with their terms), duly authorized, validly issued, fully paid, nonassessable and, effective as of the Effective Time, free of all preemptive rights, and have been or will be issued in accordance with applicable laws, including but not limited to, the terms thereof)Securities Act. Other than the Company Options or as contemplated by the Private Placement Offering, duly there are no outstanding or authorized and validly issued and options, warrants, securities, rights, agreements or commitments to which the Company is a party or which are fully paid and nonassessable and binding upon the Company providing for the issuance or redemption of any of Company Stock or pursuant to which any outstanding Company Stock is subject to vesting. There are free of preemptive rightsno outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Other than as listed in Section 4.2(a) 2.2 of the Company Disclosure Letter contains Schedule, there are no agreements to which the Company is a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, party or by which it is bound with respect to each Company Stock Award then outstandingthe voting (including without limitation voting trusts or proxies), registration under the type of Company Stock Award grantedSecurities Act, the number of shares of Company Common Stock subject or sale or transfer (including without limitation agreements relating to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptionsrights of first refusal, co-sale rights or other agreements or commitments requiring the Company to issue, or other obligations “drag-along” rights) of any securities of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) Company. To the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock knowledge of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There there are no bondsagreements among other parties, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of capital stock first refusal, co-sale rights or “drag-along” rights) of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another Company. All of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies Company Stock were issued in compliance with respect to any such shares. There are no outstanding (i) applicable securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securitieslaws.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 250,000,000 shares of Company Common Stock and 10,000,000 (ii) 20,000,000 shares of Company Preferred Stock. At As of the close of business on July 26March 9, 20162022 (the “Capitalization Reference Date”), (iA) 28,746,664 182,274,641 shares of Company Common Stock were issued and outstanding; , and (iiB) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof)were validly issued, duly authorized and validly issued and are fully paid and paid, nonassessable and are free of any preemptive rights. . (b) Section 4.2(a3.04(b) of the Company Disclosure Letter contains a true, correct and complete listsets forth, as of the date hereofCapitalization Reference Date, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, (i) the type of Company Stock Award granted, the aggregate number of shares of Company Common Stock that are subject to such Company Options, (ii) the aggregate number of shares of Company Common Stock Awardthat are subject to Company Warrants, and (iii) the date aggregate number of grantshares of Company Common Stock that are subject to Company RSUs (assuming maximum levels of achievement). As of the Capitalization Reference Date, exercise or purchase price and expiration thereof. Except 35,108,527 shares of Company Common Stock were reserved for future issuance pursuant to the Company Stock AwardsPlans. All Company Equity Awards have been, there are in all material respects, validly issued and properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) in accordance with all Applicable Law and the Company Stock Plan. (c) Except as set forth in Section 3.04(a) or as set forth on Section 3.04(b) of the Company Disclosure Letter and except for shares of Company Common Stock that have become outstanding after the Capitalization Reference Date but were reserved for issuance as set forth in Section 3.04(b) or as set forth on Section 3.04(b) of the Company Disclosure Letter, as of the date hereof there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (Aii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting securities or ownership interests in interest in, the Company, (Biii) no outstanding options, stock appreciation rights, warrants, calls, pre-emptive rights, subscriptionsrestricted stock units, rights or other commitments or agreements or commitments requiring to acquire from the Company to issueCompany, or other obligations of that obligates the Company to issue, any capital stockstock of, voting securities or other ownership interests in (equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting securities or other ownership interests interest in) the Company (or, in each case, the economic equivalent thereof)Company, (Civ) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any capital stockstock of, voting securities or other ownership interests in equity or voting interest (including any voting debt) in, the Company (the items in clauses (Ai), (Bii), (iii) and (Civ), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or and (Dv) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common StockSecurities. There Except as set forth in this Section 3.04, there are on the date hereof no outstanding obligations Contracts of any kind which obligate the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (bd) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of Other than the Company’s certificate of incorporation, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) ’s bylaws and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securitiesthis Agreement, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party to any Contracts restricting the transfer of, relating to the voting of, requiring registration of, or limiting the exercise granting any preemptive rights, anti-dilutive rights or rights of voting first refusal or similar rights with respect to, to any Subsidiaries Securitiessecurities of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 100,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $.001 per share (“Company Preferred Stock”). At the close of business on July January 26, 20162011, (i) 28,746,664 67,402,815 shares of Company Common Stock were issued and outstanding; , (ii) no shares of Company Common Stock were held by the Company in its treasury, (iii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; , (iv) an aggregate of 4,390,772 2,030,268 shares of Company Common Stock were reserved for issuance pursuant subject to outstanding awards and rights under the Company Stock Plans and (v) Options granted under the Company Stock Plans, there (v) 3,168,437 were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither unvested Restricted Shares granted under the Company nor any of its Subsidiaries has issued any shares of its capital stockStock Plans, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all (vi) 9,660,534 shares of Company Common Stock that may be issued pursuant to were reserved for issuance under the Convertible Notes and (vii) 2,014,750 shares of Company Common Stock were reserved for issuance upon exercise of outstanding the Company Stock Awards or vesting Warrants. All of Company RSU Awards will be (when issued in accordance with the terms thereof), Shares have been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights. None of the Subsidiaries of the Company beneficially own any shares of Company Common Stock. (b) Included in Section 4.2(a3.2(b) of the Company Disclosure Letter contains Schedule is a true, complete and correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to (i) each Company Stock Award then outstanding, the type of Company Stock Award grantedoutstanding Option, the number of shares of Company Common Stock subject thereto, the grant date, the expiration date, the exercise price, the vesting schedule thereof, and the name of the holder thereof, and (ii) each outstanding Restricted Share, the grant date, the vesting schedule thereof, and the name of the holder thereof. All shares of Company Common Stock subject to such issuance under the Company Stock AwardPlans, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Each Option and each Restricted Share award has been granted pursuant to the Company’s form of stock option agreement and form of restricted stock award agreement, respectively, true, complete and correct copies of which have been made available to Parent in the VDR. All Options have an exercise price equal to no less than the fair market value of the underlying shares of Company Common Stock on the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding . (Ac) securities Included in Section 3.2(c) of the Company Disclosure Schedule is a true, complete and correct list, as of the date hereof, of each outstanding Company Warrant, the grant dates, expiration dates, exercise price and vesting schedules thereof and the names of the holders thereof. All shares of Company Common Stock subject to issuance under the Company Warrants, upon issuance prior to the Effective Time on the terms and conditions specified in Company Warrants, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All outstanding Company Warrants have been granted pursuant to the forms of warrant agreements identified on Section 3.2(c) of the Company Disclosure Schedule, true, complete and correct copies of which have been made available to Parent in the VDR. (d) Since the Balance Sheet Date, the Company has not issued any shares of its capital stock, voting securities or equity interests, or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, voting securities or equity interests, other than pursuant to the outstanding Options, Restricted Shares, Company Warrants, Convertible Notes or as otherwise expressly permitted by this Agreement. (e) Except (i) as set forth in this Section 3.2 or (ii) as otherwise expressly permitted by Section 5.1 hereof, as of the date of this Agreement there are not, and as of the Effective Time there will not be, any shares of capital stock or stock, voting securities or ownership equity interests in of the CompanyCompany issued and outstanding or any subscriptions, (B) options, warrants, calls, pre-emptive convertible or exchangeable securities, rights, subscriptions, rights commitments or other agreements or commitments requiring of any character providing for the Company to issue, or other obligations issuance of the Company to issue, any shares of capital stock, voting securities or other ownership equity interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred including any representing the right to collectively as “Company Securities”) purchase or (D) obligations by the Company or otherwise receive any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations None of the Company or any of its Subsidiaries to purchasehas issued or is bound by any outstanding subscriptions, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights calls, convertible or other exchangeable securities, rights, commitments or agreements of any character providing for the issuance or commitments to acquire from the Company or disposition of any shares of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership equity interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securitiesstock, neither the Company nor any of its Subsidiaries owns directly voting securities or indirectly any equity interests in (or any Personoptions, warrants or has any obligation other rights to acquire any such shares of capital stock, voting securities or equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any of its Subsidiaries. (f) Except for the Convertible Notes, there are no issued or outstanding bonds, debentures, notes or other Person. There are not outstanding obligations to which indebtedness of the Company or any of its Subsidiaries is a party restricting having the transfer ofright to vote (or convertible into, or limiting exchangeable for, securities having the exercise right to vote), upon the happening of voting rights with respect toa certain event or otherwise, on any matters on which the equity holders of the Company or any of its Subsidiaries Securitiesmay vote.

Capitalization. (a) The authorized capital stock of the Company consists of: (i) 620,000,000 shares of 200,000,000 Common Stock, par value $0.0001 of the Company (the “Company Common Stock”), of which 76,912,028 shares are issued and outstanding as of the date of this Agreement; (ii) 469,955,057 shares of Preferred Stock, par value $0.0001 of the Company, of which (x) 262,070,014 shares have been designated Series A Preferred Stock of the Company (the “Company Series A Preferred Stock”), all of which are issued and outstanding as of the date of this Agreement and (y) 207,885,043 shares have been designated Series B Preferred Stock of the Company (the “Company Series B Preferred Stock”, together with the Company Series A Preferred Stock, the “Company Preferred Stock”), 207,394,482 of which are issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26, 2016, (i) 28,746,664 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights. Each share of Company Common Stock and Company Preferred Stock has been issued in compliance in all material respects with: (A) Applicable Legal Requirements; and (B) the Company’s Charter Documents. (b) The Company has previously provided to Parent a list, dated as of August 3, 2021, that is true and correct as of such date, setting forth the name of (i) each Company Stockholder and the number and class or series of shares of Company Common Stock and Company Preferred Stock held by each, and (ii) each holder of any Company Option and Company Restricted Stock Awards granted under the Company Incentive Plan, the number of Company Options and Company Restricted Stock Awards held by each holder, the class of shares underlying such Company Options or Company Restricted Stock Award and the applicable exercise price of the Company Options (the “Capitalization Ledger”). Other than the Company Options and the Company Restricted Stock Awards there are free no stock appreciation, phantom stock, stock-based performance unit, profit participation, restricted stock, restricted stock unit or other equity-based compensation award or similar rights with respect to the Company. Each Company Option held by a U.S. taxpayer has been granted with an exercise price that is intended to be no less than the fair market value of preemptive rightsthe underlying Company Common Stock on the date of grant, as determined in accordance with Section 409A of the Code or Section 422 of the Code, if applicable. Each Company Option held by a U.S. taxpayer is intended to be exempt under Section 409A of the Code. Other than the Company Options, the Company has not granted any outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of the Company Common Stock or Company Preferred Stock, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, or for the repurchase or redemption of shares of Company Common Stock or Company Preferred Stock, and there are no agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock. Except for this Agreement, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings with respect to the shares of Company Common Stock or Company Preferred Stock. (c) The outstanding shares of capital stock (or other equity interests) of each of the Company Subsidiaries have been duly authorized and validly issued and (if applicable) are fully paid and nonassessable (where such concepts are applicable) and have not been issued in violation of any preemptive or similar rights. The Company or one or more of its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock (or other equity interests) of such Company Subsidiaries free and clear of any Liens other than (i) as may be set forth on Schedule 4.3(c); (ii) for any restrictions on sales of securities under applicable securities laws; and (iii) Permitted Liens. There are no outstanding options, warrants, rights or other securities convertible into or exercisable or exchangeable for any shares of capital stock (or other equity interests) of such Company Subsidiaries, any other commitments or agreements providing for the issuance of additional shares (or other equity interests), the sale of treasury shares, or for the repurchase or redemption of such Company Subsidiaries’ shares of capital stock (or other equity interests), or any agreements of any kind which may obligate any Company Subsidiary Securitiesto issue, purchase, register for sale, redeem or otherwise acquire any of its shares of capital stock (or other equity interests). Except for the equity interests of the Company Subsidiaries set forth on Schedule 4.2(a) of the Company Disclosure Letter and as otherwise set forth on Schedule 4.3(c) of the Company Disclosure Letter, neither the Company nor any of its the Company Subsidiaries owns owns, directly or indirectly indirectly, any equity interests ownership, equity, profits or voting interest in any Person, Person or has have any obligation agreement or commitment to acquire purchase any such equity interestsinterest, and has not agreed and is not obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to provide funds to make, any future investment in or make any investment (in the form of a loan, capital contribution to any other entity. (d) Except as provided for in this Agreement, as a result of the consummation of the Transactions, no shares of capital stock, warrants, options or otherwise) in any Subsidiary other securities of the Company are issuable and no rights in connection with any shares, warrants, options or any other Person. There are not outstanding obligations to which securities of the Company accelerate or any of its Subsidiaries is a party restricting the transfer ofotherwise become triggered (whether as to vesting, exercisability, convertibility or limiting the exercise of voting rights with respect to, any Subsidiaries Securitiesotherwise).