Common use of Capitalization Clause in Contracts

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Company. As of the close of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, and

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 200,000,000 shares of Company Common Stock and 5,000,000 10,000,000 shares of preferred stock of the CompanyCompany Preferred Stock. As of At the close of business on October 9July 26, 2023 (the “Specified Date”)2016, (i) 19,353,641 28,746,664 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, ; (ii) no shares of preferred stock of the Company Preferred Stock were issued and outstanding, and ; (iii) no 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 held in treasury. reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (bv) As of under the close of business on the Specified DateCompany Stock Plans, (i) 2,000 shares of Company Common Stock there were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share to purchase 2,576,792 shares of Company Common Stock, and (ii) 598,054 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 were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance that may be issued pursuant to the exercise of outstanding Company Options, Restricted Stock Awards and or vesting of Company RSU Awards described will be (when issued in clauses (i) and (iiaccordance with the terms thereof), (B) an additional 424,513 Shares reserved for additional grants duly authorized and validly issued and are fully paid and nonassessable and are free of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Planpreemptive rights. Section 3.02(b4.2(a) of the Company Disclosure Letter sets forth contains a true true, correct and complete list, as of the close date hereof, of business on the Specified Dateall Company Stock Awards, (x) indicating as applicable, with respect to each RSU AwardCompany Stock Award then outstanding, the type of (A) the name and holder of such RSU AwardCompany Stock Award granted, (B) the number of shares of Company Common Stock underlying subject to such RSU Award 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 (assumingA) 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 RSU Award that is subject 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 vesting 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 achievement value of performance goalsany 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 achievement outstanding shares of target performance goalscapital 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) and (C) in any Subsidiary of the date on Company or any other Person. There are not outstanding obligations to which such RSU Award was grantedthe Company or any of its Subsidiaries is a party restricting the transfer of, (y) or limiting the exercise of voting rights with respect to each Company Optionto, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andany Subsidiaries Securities.

Capitalization. (a) The authorized share capital stock of the Company consists of 50,000,000 $1,630,185.83 divided into 1,076,416,910 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Companypar value $0.015144558 each. As of At the close of business on October 9August 24, 2023 2018 (the “Specified Capitalization Date”), (i) 19,353,641 shares of 59,692,594 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company 11,000,000 5.95% Preference Shares were issued and outstanding, and (iii) 10,000,000 5.625% Preference Shares were issued and outstanding, (iv) no Company Shares were held by the Company as treasury shares or held by its Subsidiaries, (v) 847,153 Company Shares were issuable in respect of outstanding Company RSU Awards and Company Performance Units, measured at the target level of performance and (vi) 286,919 Company Shares were subject to 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 Common Stock were held 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 treasury. effect as of the date of this Agreement (bassuming (A) As the market price of a Company Share as of the close of business on the Specified Datebusiness day immediately preceding such date 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 of 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 Company Securities. (b) Except as set forth in Section 4.02(a), as of the date of this Agreement, there were (i) 2,000 shares of Company Common Stock were issuable with respect to no issued and outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common StockShares or other equity or voting interests in the Company, and (ii) 598,054 shares of Company Common Stock were issuable in respect of no outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As securities of the close Company convertible into or exchangeable for Company Shares or other equity or voting interests in the Company, (iii) no outstanding options, warrants, rights, or other commitments or agreements to acquire from the Company, or that obligate the Company to issue, any Company Shares or other equity or voting interests in, or any securities convertible into or exchangeable for Company Shares or other equity or voting interests in the Company, (iv) no obligations of business on the Specified DateCompany to grant, extend, or enter into any subscription, warrant, right, convertible or exchangeable security, or other similar agreement or commitment relating to any Company Shares, or other equity or voting interests in, the Company had no Shares reserved for issuance(collectively, except for (A) “Company Rights” and the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described items in clauses (i) and ), (ii), (Biii) an additional 424,513 Shares reserved for additional grants and (iv) being referred to, collectively, as “Company Securities”) and (v) 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 Company Awards outstanding on the 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 agreements or instruments of any kind that obligate the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Company Securities (or obligate the Company to grant, extend, or enter into any such agreements relating to any Company Securities) or that grant from the Company or any of its Subsidiaries any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal, or similar rights with respect to any Company Securities. With respect to each Company Award, Section 4.02(b) of the Company Disclosure Letter sets forth (i) the name of the holder of such Company Award, (ii) the type of award, (iii) the number of Company OptionsShares subject to such Company Award, Restricted Stock Awards (iv) the grant date of such Company Award, (v) the vesting schedule applicable to such Company Award, and RSU Awards pursuant (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 Subsidiary of the Company is a party to any shareholders’ agreement, voting trust agreement, registration rights agreement, or other similar agreement or understanding relating to any Company Securities or any other agreement relating to the disposition, voting, or dividends with respect to any Company Stock Plans Securities. All issued and outstanding Company Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. 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 the Per Share Accrued Dividend Equivalents. (Cc) 1,080,574 The Company Shares, the 5.95% Preference Shares, and the 5.625% Preference Shares reserved for issuance pursuant to constitute the only issued and outstanding classes of equity securities of the Company Stock Purchase Plan. and its Subsidiaries registered under the Exchange Act. (d) Section 3.02(b4.02(d) of the Company Disclosure Letter sets forth a true and complete list, as of the close date of business 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, 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 Insurance Laws (including any restriction on the Specified Dateright to vote, 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 the issuance, acquisition, redemption, repurchase, or sale of any shares, share capital, or 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, and agreement granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal, or similar rights (xto Persons other than the Company or any Subsidiary of the Company) with respect to each RSU Awardany securities of any Subsidiary of the Company. None of the Subsidiaries of the Company has any outstanding equity compensation plans relating to the share capital of, or other equity or voting interests in, any Subsidiary of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The authorized share capital stock of the Company consists of 50,000,000 10,000,000 shares of common stock, par value $0.10 per share, of the Company (the “Company Common Stock”). (b) As of May 23, 2024 (the “Capitalization Date”): (i) 1,759,954 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Company. As of the close of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were are duly authorized, validly issued, fully paid and nonassessable, nonassessable and were issued free of preemptive (or similar) rights, ; (ii) no 1,659,999 shares of preferred stock Company Common Stock were held in the treasury of the Company were issued and outstanding, and Company; (iii) no shares of Company Common Stock were held in treasury. by the Company Subsidiaries; (biv) As of the close of business on the Specified Date, (i) 2,000 11,029 shares of Company Common Stock were issuable reserved for future issuance in connection with respect to outstanding the Company Options with a weighted average exercise price Stock Plans (of $6.98 per share of Company Common Stock, and (ii) 598,054 which 9,785 shares of Company Common Stock were issuable in respect of subject to outstanding RSU Awards Company RSUs under the Company Stock Plans, including 1,808 Director DSUs and 1,778 Company PSUs (assuming a target level satisfaction of performance under any market- or performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awardsconditions at target). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) ; and (ii)v) 1,244 Company RSUs, (B) an additional 424,513 Shares reserved for additional grants none of which were Company OptionsPSUs or Director DSUs, Restricted Stock Awards and RSU Awards pursuant to were outstanding other than under the Company Stock Plans Plans. All Shares subject to issuance as aforesaid, upon issuance on the terms and (C) 1,080,574 Shares reserved for issuance conditions specified in the instruments pursuant to the which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive (or similar) rights. (c) The Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth has previously provided a true and complete list, as of the close of business on the Specified Capitalization Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying subject to or denominated by each outstanding Company RSU, the name of the holder, the grant date, the vesting schedule (including acceleration provisions), whether settled in cash or shares of Company Common Stock, whether settled on a current or deferred basis, whether subject to equity or liability accounting treatment under applicable accounting principles, and the Company Stock Plan pursuant to which such Company RSU Award was granted (assumingif applicable). Since the Capitalization Date through the date hereof, the Company has not granted any Company RSUs or any other equity incentive awards (whether under any Company Stock Plan or otherwise). (d) There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) of any member of the Company Group issued and outstanding or reserved for issuance. There are no outstanding obligations under Contract or otherwise of any member of the Company Group to repurchase, redeem or otherwise acquire any Equity Interests of any member of the Company Group or any other person, or granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any RSU Award that Equity Interests of any member of the Company Group or any other person, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any member of the Company Group or any other person. None of the Company nor any other member of the Company Group is subject a party to vesting based on the achievement of performance goalsany stockholders’ agreement, the achievement of target performance goals) and (C) the date on which such RSU Award was grantedvoting trust agreement or registration rights agreement relating to any Equity Interests or any other Contract relating to disposition, (y) voting or dividends with respect to each any Equity Interests. (e) There are no Equity Interests or outstanding equity awards of the Company Optionobligating the Company to issue, sell or grant any Equity Interests of (A) any member of the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andGroup.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 150,000,000 shares of Company Common Stock and 5,000,000 2,000,000 shares of preferred stock stock, par value $.01 per share, consisting of the Company250,000 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 the close of business on October 9December 31, 2023 2005 (the “Specified Date”), "CAPITALIZATION DATE") (i) 19,353,641 49,581,917 shares of Company Common Stock (including Company which includes outstanding Restricted StockStock Awards) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no Company Stock Options to acquire 710,102 shares of preferred stock of the Company Common Stock were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As the treasury of the close of business on the Specified DateCompany, (iiv) 2,000 5,500,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price reserved for issuance under the Warrant, and (v) no shares of $6.98 per share the Company's Series A Convertible Preferred Stock and 20,063 shares of the Company's Series B Convertible Preferred Stock, which are convertible into approximately 3,039,745 shares of Company Common Stock, were issued and (ii) 598,054 outstanding. All of the shares of Company Common Stock were issuable 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 respect connection with the issuance of Common Shares pursuant to the exercise of outstanding RSU Awards (assuming a target level of performance under performance-based awards Company Stock Options and full vesting of time-based awards) Warrants, and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As Awards, as set forth in Section 3.03 of the close of business on the Specified DateCompany Disclosure Schedule, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant in connection with the surrender to the Company of shares issued upon the "net exercise" of such Company Stock Plans 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) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) grant on March 31, 2006 of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of 450,000 shares of Company Common Stock underlying such RSU Award (assumingpursuant to Restricted Stock Awards, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) 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 underlying such under the Company OptionEquity Plans, as of the Capitalization Date, together with the expiration date, exercise price and number of shares subject thereto, (Cii) the type Warrant, together with the expiration date, exercise or strike price and number of shares subject thereto, (incentive 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 of 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 the Company Disclosure Schedule, there are no (i) subscriptions, calls, contracts, options, warrants or nonqualifiedother rights, agreements, arrangements, understandings, restrictions or commitments of any character to which the Company or 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 Company or any Subsidiary, (ii) securities of the Company or securities convertible, exchangeable or exercisable for shares of capital stock or equity interests of the 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 the Company Stock Options and Warrant set forth in Section 3.03 are duly authorized and, upon issuance on the 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 contractual obligations or rights of the Company or 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 equity interests of the Company or any Subsidiary except pursuant to the terms of 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 any 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 Company Common Stock have been declared or paid from December 31, 2005 through the date of this Agreement. All of the Shares have been issued by the Company in compliance with applicable federal securities Law. There are no outstanding bonds, debentures, notes or other Indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible 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 (Dor similar) the exercise price per sharerights, 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) 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 Subsidiary permitting the repurchase, redemption or other acquisition of any of its interest in the Investments or requiring the Company or any Subsidiary to provide funds to, make any investment (in the form of a loan, capital contribution or otherwise) 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 Subsidiary, (ii) 3,322,266 Subordinated Units were issued and outstanding, of which 2,872,266 were owned of record and beneficially by Subsidiaries of the Company and 450,000 were owned, to the Company's knowledge, by an Affiliate of Parent, (iii) all of the General Partner Interests, which include all Incentive Distribution Rights, are owned by the General Partner, and (iv) no Common Units or Subordinated Units were owned by, or held in the treasury of, TransMontaigne Partners.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares (i) 750,000,000 Shares, of Company Common Stock and 5,000,000 shares of preferred stock of the Company. As which, as of the close of business on October 9August 20, 2023 2015 (the “Specified Measurement Date”), (i) 19,353,641 shares of Company Common Stock 120,071,870 Shares were issued and outstanding (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rightsShares), (ii) 10,000,000 shares of Company preferred stock, no par value, of which, as of the Measurement Date, no shares of preferred stock of the Company were issued and outstanding, and (iii) no 10,000,000 shares of Company Common Stock Class A junior participating preferred stock, no par value, of which, as of the Measurement Date, no shares were issued and outstanding (collectively, the “Company Capital Stock”). As of the Measurement Date, 216,523 Shares were held in the Company’s treasury. As of the Measurement Date, 3,661,996 Shares were reserved for issuance under the Company Omnibus Performance Incentive Plan, no Shares were reserved for issuance under the Company Long-Term Incentive Plan, 363,675 Shares were reserved for issuance under the Company ESPP and 2,031,307 Shares were reserved for issuance under the Company DRIP. All of the issued and outstanding Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. (b) As The Company has provided Parent with an accurate and complete list of each Company Stock Award outstanding as of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards Measurement Date pursuant to the Company Equity Incentive Plans. All outstanding Company Stock Plans Awards were granted under a Company Equity Incentive Plan and (C) 1,080,574 Shares reserved for issuance pursuant to are evidenced by award agreements, in each case in all material respects in the forms made available by the Company to Parent, and no award agreement contains terms that are inconsistent with or in addition to such forms in any material respect. From the Measurement Date until the date of this Agreement, the Company has not issued any Shares or Company Stock Purchase Plan. Section 3.02(b) Awards or other equity securities of the Company Disclosure Letter sets or any securities representing the right to purchase or otherwise receive any Shares (other than in connection with (i) the exercise or settlement of Company Stock Awards or ESPP Purchase Rights granted prior to the Measurement Date or (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 a true in this Section 3.2, the Company does not have and complete listis not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase, issuance or registration of any Shares or any other equity securities of the Company or any securities representing the right to purchase or otherwise receive any Shares. (d) There are no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of the Company may vote that are issued or outstanding as of the close date of business on this Agreement. (e) All of the Specified Dateissued and outstanding shares of capital stock or other equity ownership interests of each Company Subsidiary that are owned by the Company, directly or indirectly, are owned free and clear of any Liens (x) with respect to each RSU Awardother than transfer restrictions under applicable federal and state securities Laws), of (A) the name and holder all of such RSU Awardshares or equity ownership interests are duly authorized and validly issued and are fully paid, (B) nonassessable and free of preemptive rights. No Company Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the number purchase or issuance of any shares of Company Common Stock underlying such RSU Award (assuming, with respect to capital stock or any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder other equity security of such Company Option, (B) Subsidiary or any securities representing the number of right to purchase or otherwise receive any shares of Company Common Stock underlying capital stock or any other equity security of such Company OptionSubsidiary. There are no outstanding obligations (other than those under applicable securities Laws) to which the Company or any Company Subsidiary is a party restricting the transfer of, (C) the type (incentive or nonqualified) and (D) limiting the exercise price per shareof voting rights with respect to, andany Equity Interest in any Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 510,000,000 shares, of which 500,000,000 shares of Company are designated Common Stock and 5,000,000 10,000,000 shares of are designated preferred stock of stock, par value $0.001 per share (the Company“Preferred Stock”). As of the close of business on October 9December 31, 2023 (the “Specified Date”), 2012: (i) 19,353,641 40,121,660 shares of Company Common Stock (including Company Restricted and no shares of Preferred Stock) , were issued and outstanding, all of which were duly authorized, validly issued, fully paid ; and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock or Preferred Stock were held in treasury. All of such issued and outstanding shares are validly issued and are fully paid and nonassessable. No issued and outstanding shares of the Company’s capital stock are subject to a repurchase or redemption right or right of first refusal or condition of forfeiture in favor of the Company. (b) As Except as set forth on Section 3.2(b) of the close Company Disclosure Schedule, there are no outstanding subscriptions, options, contracts, commitments, restrictions, stock appreciation rights, phantom stock, rights or warrants, including any right of business on conversion or exchange under any outstanding security, instrument or other agreement and also including any rights plan or other anti-takeover agreement, obligating the Specified DateCompany to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the Company’s capital stock. There are no voting trusts, proxies or other agreements or understandings to which the Company is a party or is bound with respect to the voting of any shares of the Company’s capital stock. Section 3.2(b) of the Company Disclosure Schedule sets forth the number of shares of Common Stock issuable, as of the date of this Agreement, upon (i) 2,000 shares the exercise of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of and Company Common StockWarrants, and (ii) 598,054 shares of Company Common Stock were issuable in respect the vesting of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Company Restricted Stock Awards (assuming a target level of performance under performance-based awards)Shares. As of the close of business on the Specified DateThe Company Options, the Company had no Warrants and Company Restricted Shares reserved for issuance, except for (A) the are collectively referred to as “Company Stock-Based Securities”. All shares reserved for issuance pursuant to the outstanding Company Options, Restricted of Common Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants issuable upon exercise of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares Warrants or other Company Stock-Based Securities have been duly reserved for issuance pursuant by the Company, and upon issuance of such shares of Common Stock in accordance with the terms of the applicable Company Equity Plan or other arrangement, will be duly authorized, validly issued and fully paid and non-assessable and will not be subject to any preemptive or similar rights. No Company Option was granted with an exercise price less than the fair market value of the Company Stock Purchase Plan. Option on the date of grant. (c) Section 3.02(b3.2(c) of the Company Disclosure Letter Schedule sets forth a true complete and complete listaccurate list of all record holders of outstanding Company Stock-Based Securities, as of the close of business on the Specified Date, (x) indicating with respect to each RSU Award, of (A) the name and holder of such RSU AwardCompany Stock-Based Securities, (Bi) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalssuch Company Stock-Based Securities (whether by exercise, the achievement of target performance goals) and conversion or vesting), held by each such record holder, (Cii) the exercise or conversion price, date on which such RSU Award was grantedof issuance or grant and expiration date, (y) with respect to each Company Optionif any, of (A) the name and holder of such Company OptionStock-Based Securities, and (iii) the particular Company Equity Plan pursuant to which such Company Stock-Based Security was granted or issued. The Company has made available to Parent accurate and complete copies of each of the Company Equity Plans and the standard form of all agreements and instruments relating to or issued under each Company Equity Plan and all agreements and instruments relating to or issued under the Company Equity Plans that differ in any material respect from such standard form agreements. (d) As of the date hereof, (Bi) no bonds, debentures, notes or other indebtedness of the number Company having the right to vote are issued or outstanding, and (ii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the Company’s capital stock or any equity securities of any Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andSubsidiary.

Capitalization. (a) The authorized share capital stock of the Company consists of 50,000,000 shares of 15,000,000 Company Common Stock and 5,000,000 shares of preferred stock of the CompanyShares. As of the close of business on October 9, 2023 (the “Specified Date”)date hereof, (i) 19,353,641 shares of (1) 5,017,556 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, all of which (2) no Company Shares were held in treasury and (3) no Company Shares were held by the Company Subsidiaries, and (ii) 538,000 Company Shares were reserved for issuance pursuant to the Company Equity Plan. All the outstanding Company Shares are duly authorized, validly issued, fully paid and nonassessable, non-assessable and free of preemptive rights, (ii) no shares of preferred stock pre-emptive rights and none of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasuryEquity Awards have any voting rights prior to the anticipated Acceptance Time. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b2.2(b) of the Company Disclosure Letter sets forth a true forth, as of the date hereof, (i) the aggregate number of Company Shares that are subject to Company Equity Awards, (ii) the name or identification number of each holder, (iii) the number of Company Shares subject to each Company Equity Award, (iv) the grant date of each Company Equity Award and (v) the vesting schedule of each Company Equity Award. The Company shall provide Purchaser, within three (3) Business Days prior to the anticipated Acceptance Time and again at the Acceptance Time, with an updated complete and correct list, as of each such date, of the close information required to be set forth on Section 2.2(b) of business the Company Disclosure Letter. No holder of Company Equity Awards has any voting or 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 or other voting securities issued or outstanding or reserved for issuance, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock to which the Company or 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 or other equity interests of the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests (in each case other than to the Company or a wholly owned Subsidiary of the Company); (2) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (3) redeem or otherwise acquire any such shares in its capital or other equity interests; or (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary that is not wholly owned. (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 securities having the right to vote) with the members of the Company on any matter. (e) There are no voting trusts or other agreements or understandings to which the Specified Date, (x) Company or any Company Subsidiary is a party with respect to each RSU Award, the voting of (A) the name and holder capital stock or other equity interest of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to or any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andSubsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 200,000,000 shares of Company Common Stock and 5,000,000 shares of preferred common stock of the Company, par value $0.001 per share, and (ii) 1,000,000 shares of Preferred Stock, par value $0.001 per share (“Company Preferred Stock”). As of the close January 3, 2011, there were outstanding (A) 76,965,365 shares of business on October 9, 2023 (the “Specified Date”)Common Stock, (iB) 19,353,641 no shares of Company Preferred Stock, (C) employee stock options to purchase an aggregate of 9,100,000 shares of Company Common Stock (including of which options to purchase an aggregate of 3,764,996 shares of Common Stock were exercisable), and (D) warrants to purchase an aggregate of 9,362,184 shares of Company Restricted Common Stock) were . All outstanding shares of capital stock of the Company have been, and all shares that may be issued pursuant to any employee stock option or other compensation plan or arrangement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and outstanding, all of which were duly authorized, validly issued, are fully paid and nonassessable, and free . No Subsidiary of preemptive rights, (ii) no the Company owns any shares of preferred capital stock of the Company. Section 5.05(a) of the Company were issued Disclosure Schedule contains a complete and outstandingcorrect list of (x) each outstanding Company Stock Option, including with respect to each such option the holder, 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 (iii) no number of shares of Company Common Stock were held in treasurysubject thereto and with respect to (x) and (y) above, the comparable information with respect to such securities immediately after the Effective Time. (b) As There are no outstanding bonds, debentures, notes or other indebtedness of the close 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 business the Company may vote. Except as set forth in this Section 5.05 and for changes since December 31, 2010 resulting from the exercise of employee stock options outstanding on such date, there are no issued, reserved for issuance or outstanding, or obligations whether absolute or contingent, in the Specified Datefuture to issue, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price capital stock or other voting securities of $6.98 per share of Company Common Stockor other ownership interest in the Company, and (ii) 598,054 securities of the Company convertible into or exchangeable for shares of Company Common Stock were issuable capital stock or other voting securities of or other ownership interest in respect the Company, (iii) warrants, calls, options or other rights (including conversion or preemptive rights and rights of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awardsfirst refusal or similar rights) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As to acquire from the Company, or other obligations of the close Company to issue, any capital stock, other voting securities or securities convertible into or exchangeable for capital stock or other voting securities of business or other ownership interest in the Company, or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the Specified Datevalue or price of, any capital stock of, or other voting securities of or ownership interests in, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described items in clauses (i) and though (iiiv) being referred to collectively as the “Company Securities”), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) There are no outstanding obligations of the Company Disclosure Letter sets forth a true and complete listor any of its Subsidiaries to repurchase, as redeem or otherwise acquire any of the close Company Securities. Neither the Company nor any of business on the Specified Date, (x) its Subsidiaries is a party to any voting agreement with respect to each RSU Award, the voting of (A) any Company Securities. The Company is not a party to any agreement obligating it to file or maintain the name and holder effectiveness of such RSU Award, (B) any registration statement under the number of shares of Company Common Stock underlying such RSU Award (assuming, 1933 Act with respect to any RSU Award that is subject to vesting based on the achievement Company Securities. (c) As of performance goalsDecember 31, 2010, the achievement amount of target performance goalsoutstanding Indebtedness of the Company and its Subsidiaries (excluding intercompany Indebtedness) and (C) does not exceed $393,000 in the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andaggregate.

Capitalization. (a) The authorized capital stock of the Company as of the date of this Agreement consists of 50,000,000 20,000,000 Shares and 1,000,000 preferred shares, par value $0.01 per share (“Company Preferred Stock”). The rights and privileges of each class of the Company’s capital stock are as set forth in the Company’s articles of incorporation. As of the date of this Agreement, (i) 11,953,384 Shares were issued and outstanding and (ii) no shares of Company Common Preferred Stock were issued or outstanding. (b) Section 3.3(b) of the Company Disclosure Schedule includes a list, as of the date of this Agreement, of (i) each outstanding Company Option under the Company Stock Plans or issued independent of such plans, including the name of the applicable holder, the Company Stock Plan under which each Company Option is granted, the grant date and 5,000,000 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 Plan, (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 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 Restricted Shares. The Company Stock 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. The Company has made available to Parent complete and accurate copies of all (x) Company Stock Plans, (y) 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 Disclosure Schedule or Schedule 5.1 of 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 of any class of the Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) 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, rights, commitments or agreements to which the Company or any of its Subsidiaries is a party or 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 preferred 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 to or is bound by any agreement with respect to the voting (including proxies) or sale or transfer of any shares of capital stock or other equity or voting interests of the Company. As For all purposes of this Agreement, the term “Affiliate” when used with respect to any person 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 close of business Company. (d) All outstanding Shares are, and all Shares subject to issuance as specified in Section 3.3(b) above, upon issuance on October 9the terms and conditions specified in the instruments pursuant to which they are issuable, 2023 (the “Specified Date”)will be, (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to or issued in violation of any purchase option, and free call option, right of first refusal, preemptive rightsright, 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. (iie) There are no shares obligations, contingent or otherwise, of preferred the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Shares or the capital stock of the Company were issued and outstandingor any of its subsidiaries. The Company has no outstanding bonds, and (iii) no shares of Company Common Stock were held in treasury. (b) As of debentures, notes or other indebtedness that have the close of business right to vote on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date matters on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andshareholders may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 15,000,000 Company Shares and 700,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the CompanyPreferred Stock. As of the close of business on October 916, 2023 2020, 2020 (the “Specified Capitalization Date”), (i) 19,353,641 shares of 7,826,180 Company Common Stock (including Company Restricted Stock) Shares were issued and 7,344,955 Company Shares were outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, ; (ii) no shares of preferred stock of the Company Preferred Stock were issued and outstanding, ; and (iii) no shares 481,225 Company Shares were held by the Company in its treasury. From the Capitalization Date to the execution of this Agreement, the Company has not issued any Company Shares except pursuant to the exercise of Company Common Stock were held Options or the settlement of Company RSU Awards outstanding as of the Capitalization Date in treasuryaccordance with their terms. All of the outstanding Company Shares have 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 Specified Capitalization Date, (i) 2,000 shares of 212,187 Company Common Stock Shares were issuable with respect subject to outstanding issuance pursuant to Company Options with a weighted average exercise price of $6.98 per share of granted and outstanding under the Company Common StockStock Plans, and (ii) 598,054 shares of 12,666 Company Common Stock Shares were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for subject to issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) granted and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to outstanding under the Company Stock Plans and Plans, (Ciii) 1,080,574 1,109,982 Company Shares were reserved for future issuance pursuant to under the Company Stock Purchase PlanPlans. Section 3.02(b4.2(b) of the Company Disclosure Letter sets forth contains a true true, correct and complete list, as of the close of business on the Specified Capitalization Date, (x) with respect to each RSU Award, of (A) the name and of each holder of such Company Options and Company RSU AwardAwards, (B) the number of shares of Company Common Stock underlying such Shares subject to each outstanding Company Option and Company RSU Award (assumingheld by such holder, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on name of the Company Stock Plan under which such the Company Option or Company RSU Award was granted, (yD) the grant or issuance date of each such Company Option and Company RSU Award, (E) with respect to each Company Option, the exercise price and expiration date thereof. (i) With respect to each Company Option, the per share exercise price was not less than the fair market value (within the meaning of Section 409A of the Code) of a Company Share on the date of grant and (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 Options and the Company RSU Awards referenced in the first sentence of Section 4.2(b) above, there are no outstanding (i) 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, (ii) options, warrants, rights or other 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, 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 the Company (or, in each case, the economic equivalent thereof), (iii) obligations 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 (i), (ii) and (iii), together with the shares of capital stock of the Company, being referred to collectively as “Company Securities”) or (iv) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the Company Shares. (e) There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no 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. 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. (f) The Company or another of its Subsidiaries is the record and beneficial owner of all of the outstanding shares of capital stock 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 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. 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”). (g) Neither the Company nor any of its Subsidiaries 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 securities having the right to vote) with the Company Stockholders on any matter. (h) 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 of their “Affiliates” or “Associates” (each as defined in the name Company Stockholders’ Rights Plan) is or will be (1) a “Beneficial Owner” of or deemed to “beneficially own” and holder have “Beneficial Ownership” (each as defined in the Company Stockholders’ Rights Plan) of such any securities of the Company Option, or (2) an “Acquiring Person” (as defined in the Company Stockholders’ Rights Plan) and (B) none of a “Shares Acquisition Date,” a “Distribution Date” (as such terms are defined in the number Company Stockholders’ Rights Plan) or a “Triggering Event” (as defined in the Company Stockholders’ Rights Plan) occurs or will occur, in each case of shares of Company Common Stock underlying such Company Option, clauses (C) the type (incentive or nonqualifiedA) and (DB), solely by reason of the execution of this Agreement, or the consummation of the Merger, the Offer, or the other transactions contemplated by this Agreement; and (iii) provide that the exercise price per share“Final Expiration Date” (as defined in the Company Stockholders’ Rights Plan) shall occur immediately prior to the Effective Time, andbut 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 50,000,000 (i) 30,000,000 Company Shares and (ii) 2,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the CompanyPreferred Stock. As of the close of business on October 9February 29, 2023 2012 (the “Specified Capitalization Date”), ): (iA) 19,353,641 shares of 10,696,473 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iiiB) no shares of Company Common Preferred Stock were issued and outstanding and (C) no shares of Company 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 treasurycompliance with Section 6.2, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Company Options granted under a Company Stock Plan. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b4.4(b)(i) of the Company Disclosure Letter sets forth a true and complete listSchedule specifies with respect to each outstanding Company Option, as of the close of business on the Specified Capitalization Date, (xthe 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 on 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 the Code. Section 4.4(b)(ii) of the Company Disclosure Schedule specifies with respect to each RSU Awardoutstanding award of Company Restricted Stock, as of (A) the close of business on the Capitalization Date, the name and of the holder of such RSU Awardaward, (B) the number of shares of Company Common Restricted Stock underlying held by such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalsholder, the achievement repurchase price of target performance goals) and (C) such Company Restricted Stock, the date on which such RSU Award Company Restricted Stock was purchased or granted, (y) and the extent to which such Company right of repurchase or forfeiture has lapsed as of such date. As of the Capitalization Date, 678,221 Company Shares were reserved for future issuance pursuant to stock awards not yet granted under the Company Stock Plans 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 OptionOption 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 (i) no outstanding shares of (A) capital stock of, or other equity or voting interest in, the name and holder of such Company OptionCompany, (Bii) no outstanding securities of the number of Company convertible into or exchangeable for shares of Company Common Stock underlying such Company Optioncapital stock of, or other equity or voting interest in, the Company, (Ciii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the type Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (incentive iv) no obligations of the Company to grant, extend or nonqualifiedenter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (Div), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (v) no other obligations by the exercise Company or any of its Subsidiaries to make any payments based on the price per shareor value of the Company Securities. There are no outstanding Contracts of any kind that obligate the Company or any of its Subsidiaries to repurchase, andredeem or otherwise acquire any Company Securities. (d) Except as set forth in Section 4.4(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any Contract which by its terms restricts the transfer of or voting of, requires registration of, or grants any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to, any securities of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 20,000,000 shares of Company Common Stock and 5,000,000 2,000,000 shares of preferred stock a special class of stock, par value $0.10 per share (the Company“Company Special Stock”). As of the close of business on October 9July 28, 2023 2025, (the “Specified Company Capitalization Date”), (i) 19,353,641 (A) 7,792,382 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, (B) 1,240,261 shares of Company Common Stock were held in the Company’s treasury, (C) Company RSU Awards covering 477,073 shares of Company Common Stock were outstanding, (D) Company Stock Options covering 59,000 shares of Common Stock were outstanding, and (ii) 909,845 shares of Company Common Stock were reserved for issuance pursuant to the Company Equity Plans. No shares of Company Special Stock were issued or outstanding. No shares of capital stock of the Company are held by any of the Company Subsidiaries. All the outstanding shares of Company Common Stock are, and all shares of which were Company Common Stock reserved for issuance as described above shall be, if issued in accordance with the respective terms thereof (to the extent permitted by this Agreement), duly authorized, validly issued, fully paid and nonassessable, nonassessable and free of preemptive rights, (ii. Except as set forth in this Section 4.2(a) no shares of preferred stock as of the Company were issued date hereof and outstanding, and (iii) no shares of except for Company Common Stock were held that after the date hereof become reserved for issuance or subject to issuance as permitted under this Agreement or as agreed to in treasurywriting by Parent, the Company has no capital stock reserved for, or subject to, issuance. (b) As of the close of business on date hereof, except (x) as set forth in Section 4.2(a) and (y) for the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to that have become outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, after the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant Capitalization Date and prior to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants date hereof as a result of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number issuances of shares of Company Common Stock underlying pursuant to the vesting or settlement, as applicable, of Company Equity Awards outstanding as of the Company Capitalization Date (and set forth in Section 4.2(a)(ii) and issued in accordance with the terms of such RSU Company Equity Award and the applicable Company Equity Plan as in effect as of the date hereof): (assumingi) the Company does not have any shares of capital stock or other equity interests issued or outstanding and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments or any other Contract to which the Company or any Company Subsidiary is a party or is otherwise bound obligating the Company or any Company Subsidiary to (A) issue, transfer or sell, or make any payment with respect to, any shares of capital stock or other equity interests of the Company or securities convertible into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment with respect to any RSU Award shares of capital stock or other equity interests of the Company or securities convertible into, exchangeable for or exercisable for, or that is subject to vesting based on the achievement of performance goalscorrespond to, the achievement of target performance goals) and such shares or equity interests or (C) redeem or otherwise acquire any shares of capital stock or other equity interests of the Company. (c) Neither the Company nor any Company Subsidiary has any 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 securities having the right to vote) with the Company Stockholders on any matter. (d) There are no voting trusts or other agreements, commitments or understandings to which the Company or any Company Subsidiary (or to the Company’s Knowledge as of the date on which such RSU Award was grantedhereof, (ya Company Stockholder) is a party with respect to each the voting of the capital stock or other equity interests of the Company. There are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments or any other Contract to which the Company Optionor any Company Subsidiary is a party or is otherwise bound obligating the Company or any Company Subsidiary to provide any amount of funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary that is not wholly owned or in any other Person. There are no outstanding obligations of the Company or any Company Subsidiary (A1) restricting the name and holder of such Company Optiontransfer of, (B2) affecting the number voting rights of, (3) containing any right of first refusal, right of first offer or similar right with respect to, (4) requiring the registration for sale of or (5) granting any preemptive or anti-dilutive rights with respect to, any shares of Company Common Stock underlying such Company Option, (C) capital stock or other equity interests of the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (a) 300,000,000 shares of Company Common Stock and 5,000,000 (b) 10,000,000 shares of preferred stock stock, par value $.01 per share (the "Company Preferred Stock"). As of the date hereof, (i) 35,704,665 shares of Company Common Stock were issued and 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 close date of business on October 9this Agreement, 2023 no shares of the Company Preferred Stock were issued and outstanding. The Company has no other capital stock authorized, issued or outstanding. (the “Specified Date”)b) As of February 11, 2000, (i) 19,353,641 17,779,543 shares of Company Common Stock were subject to issuance pursuant to outstanding Company Stock Options, (including ii) 170,911 shares of Company Restricted StockCommon Stock were subject to issuance pursuant to outstanding Company Warrants and (iii) 138,354 securities convertible into 2,305,900 shares of Company Common Stock were outstanding. The Company Disclosure Letter sets 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 Option Plan and the weighted average exercise price of such Company Stock Options. 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 have been granted from February 11, 2000 to the date of this Agreement. (c) Except for (i) Company Stock Options granted pursuant to the Company Stock Option 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 no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and outstandingconditions specified in the instruments pursuant to which they are issuable, all of which were will be duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) . There are no shares of preferred stock outstanding contractual obligations of the Company were issued and outstandingor any Company Subsidiary to repurchase, and (iii) no redeem or otherwise acquire any shares of Company Common Stock were held 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 outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in treasurythe form of a loan, capital contribution or otherwise) in, any Company Subsidiary, other than a Company Subsidiary that is wholly owned by the Company and other Company Subsidiaries, or any other Person. (bd) As of the close of business on the Specified Date, (i) 2,000 shares of On a fully exercised and converted to Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stockbasis, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based outstanding on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andhereof would be 55,961,019.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 200,000,000 shares of Company Common Stock and 5,000,000 175,000 shares of preferred stock of (the Company“Company Preferred Stock”). As of At the close of business on October 922, 2023 (the “Specified Date”)2015, (ia) 19,353,641 79,354,828 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, (b) no shares of Company Preferred Stock were issued and outstanding, (c) Company RSUs with respect to an aggregate of 59,769 shares of Company Common Stock were 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 an aggregate of 500,478 shares of Company Common Stock based on achievement of applicable performance criteria at target level were issued and outstanding. From October 22, 2015 through the date of this Agreement, the Company has not issued any shares of Company Common Stock, shares of Company Preferred Stock, Company RSUs, Company Performance Share Awards or any other Equity Securities. (b) All outstanding shares of Company Common Stock are, and all shares of which were Company Common Stock that may be issued upon the settlement of Company RSUs and Company Performance Share Awards will be, when issued, duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to, or issued in violation of, any preemptive right. Except as set forth in (x) Section 3.2(b) of the Company Disclosure Schedule, (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 free there are not any outstanding obligations of preemptive rightsthe Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, (iii) no shares of preferred any capital stock of the Company were issued and outstanding, and (iii) no 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 Common Stock were held in treasury. (b) As or any Subsidiary of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and or (ii) 598,054 shares of any warrants, calls, options or other rights to acquire from the Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As or any Subsidiary of the close Company, or any other obligation of business on the Specified DateCompany 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 had no Shares reserved for issuance, except for or any Subsidiary of the Company (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in foregoing clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Optionscollectively, Restricted Stock Awards and RSU Awards “Equity Securities”). Except pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to Plan, there are not any outstanding obligations of the Company Stock Purchase Planor 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 3.02(b3.2(c) of the Company Disclosure Letter Schedule sets forth a true complete and complete list, as accurate list of the close of business on the Specified Date, (x) following information with respect to each Company RSU Award, and each Company Performance Share Award outstanding as of the date of this Agreement: (Ai) the name and of the holder of such each Company RSU or Company Performance Share Award, ; (Bii) the number of shares of Company Common Stock underlying subject to each such Company RSU Award (assumingor Company Performance Share Award, with respect to any RSU Award that is the number of such shares subject to vesting based on Company Performance Share Awards listed at both target and maximum levels; (iii) the achievement grant date of performance goals, the achievement of target performance goals) each such Company RSU or Company Performance Share Award and (Civ) the date on Company Stock Plan pursuant to which each such Company RSU or Company Performance Share Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, and.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 300,000,000 shares of Company Common Stock and 5,000,000 (ii) 30,000,000 shares of preferred stock of the CompanyCompany Preferred Stock. As of the close of business on October 9, 2023 (the “Specified Date”)date hereof, (i1) 19,353,641 74,082,150 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which are validly issued, fully paid and nonassessable, (2) 100 shares of 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) 812,184 shares of Company Common Stock were reserved for issuance upon the conversion of shares of Series A Convertible Redeemable Preferred Stock. The Company Disclosure Letter sets 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 Option Plan and the weighted average exercise price of such Company Stock Options. 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 have been granted from February 11, 2000 to the date of this Agreement. (c) Except for (i) Company Stock Options granted pursuant to the Company Stock Option Plans and (ii) the Company Warrants, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary. All shares of Company Capital 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, and free of preemptive rights, (ii) . There are no shares of preferred stock outstanding contractual obligations of the Company were issued and outstandingor any Company Subsidiary to repurchase, and (iii) no redeem or otherwise acquire any shares of Company Common Capital Stock were held 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 outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in treasurythe form of a loan, capital contribution or otherwise) in, any Company Subsidiary, other than a Company Subsidiary that is wholly owned by the Company and other Company Subsidiaries, or any other Person. (bd) As of the close of business on the Specified Date, (i) 2,000 shares of On a fully exercised and converted to Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stockbasis, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based outstanding on the achievement date hereof would be 85,747,963, of performance goals, which 50,763,375 are owned by ASC. The weighted average exercise price of the achievement of target performance goals) Company Stock Options and (C) Company Warrants outstanding on the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares hereof is no less than $21.79 per share of Company Common Stock underlying such Company Option, Stock. (Ce) All of the type (incentive or nonqualified) capital stock of ASC is owned of record and (D) the exercise price per share, andbeneficially by Medical Manager. Such capital stock consists solely of ASC Common Stock.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 fifty million (50,000,000) Shares and two million (2,000,000) shares of Company Common Stock and 5,000,000 shares of preferred stock of the CompanyPreferred Stock. As of the close of business on October 9December 20, 2023 (the “Specified Date”)1999, (i) 19,353,641 shares of Company Common Stock (including Company Restricted 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 Preferred Stock are issued and outstanding; and (iv) an aggregate of 6,064,825 Shares are reserved for issuance upon exercise of Company Options granted pursuant to the Company Stock Option Plan and the Company Incentive Plan. All the outstanding shares of the Company's capital stock are, and all Shares reserved for issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be, duly authorized, validly issued, fully paid and nonassessable. None of which were the outstanding shares of the Company's capital stock have been issued in violation of any federal or state securities laws. The Company has delivered to Parent a complete and correct list, as of the close of business on December 20, 1999, of the number of shares of the Company's capital stock subject to outstanding stock options (and the exercise prices thereof) or other rights to purchase or receive shares of the Company's capital stock. Since December 20, 1999, there have been no changes to the authorized capital stock of the Company or the number of 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 list delivered to Parent described in the preceding sentence. Since December 20, 1999, no options or rights of any kind to acquire any shares of capital stock of the Company have been issued, granted or otherwise committed. All of the outstanding shares of capital stock of each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable, and free all such shares (other than directors' qualifying shares in the case of preemptive rights, (iiforeign Subsidiaries) no shares of preferred stock of are owned by the Company were issued or a Company Subsidiary free and outstanding, clear of all Liens. There are no accrued and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, unpaid dividends with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of outstanding shares of Company Common Stock underlying such Company Option, (C) capital stock of the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 100,000,000 shares of Company Common Stock and 5,000,000 3,030,303 shares of preferred stock of the Company. As of the close of business on October 9, 2023 (the “Specified Company Preferred Stock,” and together with the Company Common Stock, the “Company Stock”). Immediately prior to the Closing Date, and without giving effect to the transactions contemplated by this Agreement or any of the other agreements contemplated hereby (collectively, the “Transaction Documentation”), (i) 19,353,641 71,650,622 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were are issued and outstanding, and no shares of Company Preferred Stock are issued or outstanding (iii) 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 as of immediately prior to the Closing Date). No other shares of Company Stock are issued or outstanding, and no shares of Company Common Stock were or shares of Company Preferred Stock are held in treasury. (b) As the treasury of the close of business on Company. Immediately prior to the Specified Closing Date, (i) 2,000 there are and will be outstanding options to purchase shares of Company Common Stock were issuable with respect as set forth on Section 2.2 of the Company Disclosure Schedule (“Company Options”). Immediately prior to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stockthe Closing Date, there are and (ii) 598,054 will be outstanding, no warrants to purchase shares of Company Common Stock were issuable in respect as set forth on Section 2.2 of outstanding RSU Awards the Company Disclosure Schedule (assuming “Company Warrants”). Section 2.2 of the Company Disclosure Schedule sets forth a target level complete and accurate list of performance under performance(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-based awards and full vesting related plans of time-based awardsthe Company (“Company Equity Plans”) and Restricted the number of shares of Company Common Stock Awards remaining available for future awards thereunder, (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Dateiii) all outstanding Company Options and Company Warrants, the Company had no Shares reserved for issuance, except for indicating (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Awardthereof, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalseach Company Option and Company Warrant, the achievement of target performance goals) and (C) the date on Company Equity Plan under which such RSU Award each Company Option was grantedissued, (yD) with respect to the exercise price, date of grant, vesting schedule and expiration date for each Company OptionOption or Company Warrant, and (E) any terms regarding the acceleration of vesting, and (iv) all outstanding debt convertible into Company Stock, indicating (A) the name and holder date of such Company Optionissue, (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 Stock into which such debt is convertible, and (G) the conversion price thereof. All of the issued and outstanding shares of Company Common Stock underlying such and Company OptionPreferred Stock are, and all shares of Company Common Stock that may be issued upon exercise of Company Options or Company Warrants or conversion of convertible debt will be (Cupon 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 Securities Act. Other than the Company Options and Company Warrants and convertible debt listed in Section 2.2 of the Company Disclosure Schedule, there are no outstanding or authorized options, warrants, securities, rights, agreements or commitments to which the Company is a party 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, phantom stock or similar rights with respect to the Company. Other than as listed in Section 2.2 of the Company 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 first refusal, co-sale rights or “drag-along” rights) of any securities of the type Company. To the knowledge of the Company, immediately prior to the Closing Date there are no agreements among other parties, to which the Company is not a party and by which it is not bound, with respect to the voting (incentive including without limitation voting trusts or nonqualifiedproxies) 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 Company. All of the issued and (D) the exercise price per share, andoutstanding shares of Company Common Stock were issued in compliance in all material respects with applicable securities laws.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 30,000,000 shares of Company Common Stock and 5,000,000 1,000,000 shares of preferred stock stock, no par value, of the Company. As of the close of business on October 9, 2023 Company (the “Specified DateCompany Preferred Stock”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on March 1, 2012 (the Specified “Capitalization Date”), there were 16,859,825 shares of Company Common Stock outstanding (which includes 103,500 Company Restricted Shares), 541,650 shares of Company Common Stock subject to outstanding Company Stock Options and 42,750 shares of Series A Company Preferred Stock outstanding. Since the Company had no Shares reserved for issuanceCapitalization Date and through the date of this Agreement, except for (A) in connection with this Agreement and the shares reserved for issuance pursuant to the outstanding Company Optionstransactions contemplated hereby, Restricted Stock Awards and RSU Awards described as set forth in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) 3.3 of the Company Disclosure Letter sets forth a true and complete listSchedule, as the Company has not (1) issued or authorized the issuance of any shares of Company Common Stock or Company Preferred Stock, or any securities convertible into or exchangeable or exercisable for shares of Company Common Stock or Company Preferred Stock, (2) reserved for issuance any shares of Company Common Stock or Company Preferred Stock or (3) repurchased or redeemed, or authorized the repurchase or redemption of, any shares of Company Common Stock or Company Preferred Stock. As of the close of business on the Specified Capitalization Date, other than in respect of shares of Common Stock reserved for issuance in connection with any stock option or other equity incentive plan in respect of which an aggregate of no more than 854,111 shares of Common Stock have been reserved for issuance and an additional 799,170 shares reserved for issuance under the Stock Purchase Plan, no shares of Company Common Stock or Company Preferred Stock were reserved for issuance. All of the issued and outstanding shares of Company Common Stock or Company Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable, and have been issued in compliance with all federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the shareholders of the Company may vote (x“Voting Debt”) with respect to each RSU Awardare issued and outstanding. As of the date of this Agreement, of except (A) pursuant to any cashless exercise provisions of any Company stock options or pursuant to the name and holder surrender of such RSU Awardshares to the Company or the withholding of shares by the Company to cover tax withholding obligations under the Benefit Plans, (B) the number of warrant to purchase up to 1,623,418 shares of Company Common Stock underlying such RSU Award sold by the Company to the Treasury pursuant to that certain Letter Agreement and Securities Purchase Agreement dated as of December 5, 2008 (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals“Treasury Warrant”) and or (C) as set forth elsewhere in this Section 3.3 or on the date on which such RSU Award was grantedCompany Disclosure Schedule, (y) with respect to each the Company Optiondoes not have and is not bound by any outstanding subscriptions, options, calls, commitments or agreements of (A) any character calling for the name and holder of such Company Optionpurchase or issuance of, (B) the number of or securities or rights convertible into or exchangeable for, any shares of Company Common Stock underlying or Company Preferred Stock or any other equity securities of the Company or Voting Debt or any securities representing the right to purchase or otherwise receive any shares of capital stock of the Company (including any rights plan or agreement). Section 3.3 of the Company Disclosure Schedule sets forth a table listing the outstanding series of trust preferred and subordinated debt securities of the Company and the Bank and certain information with respect thereto, including the holders of such securities as of the date of this Agreement if known to the Company, and all such information is accurate and complete to the Knowledge of the Company Option, (C) and the type (incentive or nonqualified) and (D) the exercise price per share, andBank.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock 90,000,000 Shares and 5,000,000 15,000,000 shares of 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 Restricted Stock Units), no shares of preferred stock, Company Stock Options to purchase an aggregate of 6,332,614 Shares (of which options to purchase an aggregate of 5,464,893 Shares were exercisable) and no Company Performance Units. All outstanding shares of capital stock of the Company. As of the close of business on October 9Company have been, 2023 (the “Specified Date”), (i) 19,353,641 and all shares that may be issued upon exercise of Company Common Stock (including Company Restricted Stock) were Options will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, nonassessable and free of preemptive rights. Section 4.05 of the Company Disclosure Schedule contains a list of (i) each outstanding Company Stock Option, including the holder, date of grant, exercise price, number of Shares subject thereto and the number of such Shares that have vested and (ii) no shares all outstanding Company Restricted Shares, including with respect to each such share or unit, the holder, date of preferred stock of the Company were issued grant and outstandingnumber vested, and (iii) no shares of Company Common Stock were held such list is complete and accurate in treasuryall material respects. (b) As 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 Options outstanding on such date, the close issuance of business on shares pursuant to Company Restricted Stock Units and the Specified Dateissuance of shares pursuant to the Company 401(k) Plan, there are no outstanding (i) 2,000 shares of capital stock of or other voting securities or ownership interests in the Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and or (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As options or other rights to acquire from the Company, or other obligation of the close of business on the Specified DateCompany to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable or exercisable for capital stock or other voting securities or ownership interests in, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described items in clauses (i) and (ii) being referred to collectively as the “Company Securities”), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) There are no outstanding obligations of the Company Disclosure Letter sets forth a true and complete listor any of its Subsidiaries to repurchase, as redeem or otherwise acquire any of the close of business on the Specified Date, Company Securities. (xc) with respect to each RSU Award, None of (Ai) the name and holder Shares or (ii) Company Securities are owned by any Subsidiary of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 400,000,000 shares of Company Common Stock and 5,000,000 (ii) 40,000,000 shares of preferred stock of the Companystock, par value $0.0001 per share. As of At the close of business on October 923, 2023 2025 (the “Specified Capitalization Date”), there were (iA) 19,353,641 146,910,657 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (iiB) no shares of preferred stock of the Company were issued and outstanding, and (iiiC) no shares of Company Common Stock were held by the Company in its treasury. (b) As of the close of business on the Specified Date, (iD) 2,000 outstanding Company Stock Options to purchase an aggregate of 13,668,203 shares of Company Common Stock, (E) 3,919,806 shares of Company Common Stock were issuable subject to or otherwise deliverable in connection with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common StockRSUs, and (iiF) 598,054 6,822,737 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Warrants, (G) 5,144,614 shares of Company Common Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant in respect of future awards under the Stock Plans, and (H) 1,299,919 shares of Company Common Stock reserved for issuance under the ESPP. All such issued and outstanding shares of capital stock of the Company have been, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized and validly issued, fully paid and non-assessable, and free of preemptive rights. All outstanding shares of Company Common Stock Purchase Planand all Company Equity Awards and Company Warrants have been issued or granted, as applicable, in compliance in all material respects with applicable Law. Section 3.02(b4.2(a) of the Company Disclosure Letter sets forth a true an accurate and complete listlist as of the Capitalization Date of each outstanding Company Equity Award and Company Warrant, including, as applicable, the holder, the type of Company Equity Award, date of grant, expiration date, exercise price, vesting schedule or forfeiture conditions and number of shares of Company Common Stock subject thereto, and the Stock Plan under which the award is granted. From the close of business on the Capitalization Date to the date hereof, the Company has not issued any shares of capital stock, or any other Company Securities, except upon the exercise or settlement of the Company Equity Awards or Company Warrants, in each case outstanding as of the close of business on the Specified Capitalization Date. Accumulated payroll deductions in respect of the Final Offering Period were $1,657,170.33 as of the close of business on the Capitalization Date. (b) Other than the Company Common Stock, there are no outstanding bonds, debentures, notes, other indebtedness or securities of the Company having the right to vote or, other than the outstanding Company Equity Awards, Company Warrants, or purchase rights under the ESPP, that are convertible into or exchangeable or exercisable for, securities having the right to vote on any matters on which the Stockholders may vote. Except as set forth in this Section 4.2, as of the date hereof, there are no issued, reserved for issuance or outstanding (i) shares of capital stock or other voting securities of or ownership interests in the Company, (xii) with respect to each RSU Awardsecurities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of, of (A) or ownership interests in, the name and holder of such RSU AwardCompany, (Biii) warrants, calls, options or other rights to acquire from the number Company, or other obligation (including under any stockholder rights plan or other arrangement commonly referred to as a “poison pill”) of shares the Company to issue, any capital stock or other voting securities, or ownership interests in, or any securities convertible into or exchangeable or exercisable for capital stock or other voting securities, or ownership interests in, the Company, or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of any capital stock or other voting securities of, or ownership interests in, the Company Common Stock underlying such RSU Award (assumingthe items in clauses (i) through (iv) being referred to collectively as “Company Securities”). There are no outstanding contractual obligations of the Company or of any Company Subsidiary of any kind to redeem, with respect purchase or otherwise acquire any Company Securities other than the Company Warrants. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party relating to the voting or disposition of any Company Securities or granting to any RSU Award that is subject Person or group of Persons the right to vesting based on elect, or to designate or nominate for election, a director to the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Board or any Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andSubsidiary.

Capitalization. (a) The authorized capital stock of the Company as of the date of this Agreement consists of 50,000,000 shares of Company Common Stock 56,666,666 Shares and 5,000,000 10,000,000 shares of preferred stock stock, par value $0.001 per share (“Company Preferred Stock”). 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 October 9May 7, 2023 (the “Specified Date”)2009, (i) 19,353,641 16,222,026 Shares were issued and outstanding and (ii) no shares of Company Common Preferred Stock were issued or outstanding. (b) Section 3.3(b) of the Company Disclosure Schedule includes a list, as of the date of this Agreement, of (i) each outstanding Company Option under the Company Stock Plans, including the identification number of the applicable holder, the Company Restricted StockStock 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 outstandingthe issue date. The Company Stock Plans (including all amendments) have been duly approved by the Company’s stockholders. 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. The Company has made available to the Parent complete and accurate copies of all (x) Company Stock Plans, (y) forms of stock option agreements evidencing Company Options and (z) forms of agreements evidencing Company RSUs. (c) Except as set forth in Section 3.3(a) of the Agreement, Sections 3.3(b) and 3.3(c) of the Company Disclosure Schedule or Schedule 5.1 of the Agreement, (i) there are not as of the date of this Agreement, and at the Acceptance Time there will not be, any equity securities of any class of the Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) 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, rights, commitments or agreements to which the Company or any of its Subsidiaries is a party or 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 to or is bound by any agreement with respect to 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 person 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 were 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 nonassessablenonassessable and not subject to or issued in violation of any purchase option, and free call option, right of first refusal, preemptive rightsright, 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. (iie) There are no shares obligations, contingent or otherwise, of preferred the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Shares or the capital stock of the Company were issued and outstandingor any of its subsidiaries. The Company has no outstanding bonds, and (iii) no shares of Company Common Stock were held in treasury. (b) As of debentures, notes or other indebtedness that have the close of business right to vote on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date matters on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andstockholders may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of 130,000,000 Company Common Stock and 5,000,000 shares of preferred stock of the CompanyShares. As of the close of business on October 9November 29, 2023 (the “Specified Date”)2010, (i) 19,353,641 shares of 48,014,947 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, (ii) no Company Shares were held in the treasury of the Company, (iii) no Company Shares were held by any Subsidiaries of the Company and (iv) there were such number of Company Options to purchase Company Shares as is set forth on Section 4.03 of the Disclosure Schedule. The Company has not issued any Company Shares or Company Options to purchase Company Shares from and including November 29, 2010 to and including the date hereof, other than the issuance of Company Shares pursuant to the exercise of Company Options. As of the date hereof, no warrants to purchase shares of capital stock of the Company are outstanding. All outstanding Company Shares and shares of capital stock (or, where applicable, other comparable equity interests) of each Subsidiary of the Company have been, and all shares of which were capital stock of the Company that may be issued pursuant to the Company Equity Compensation Plan will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable. Section 4.03(a) of the Disclosure Schedule sets forth the authorized and, as of November 26, 2010, 2010, issued and free outstanding capital stock (or, where applicable, other comparable equity interests) of preemptive rightseach Subsidiary of the Company. Except as set forth in Section 4.03(a) of the Disclosure Schedule, (ii) no all outstanding shares of preferred capital stock or comparable equity interests in the Subsidiaries of the Company were issued are owned by the Company or a Subsidiary of the Company, free and outstanding, clear of all Liens other than transfer restrictions pursuant to the federal securities Laws and (iii) no shares of Company Common Stock were held in treasuryany similar state or foreign securities Laws. (b) Except as set forth in Section 4.03(a) above, there are no outstanding (i) shares of capital stock or voting securities of the Company or any of its Subsidiaries, (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company or any of its Subsidiaries, (iii) options or other rights to acquire from the Company or any of its Subsidiaries or other obligations (including obligations arising out of preemptive rights or other similar rights) of the Company or any of its Subsidiaries to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company or any of its Subsidiaries, or (iv) contractual obligations that would otherwise entitle any other Person to share in the equity, profits, earnings, losses or gains of the Company or any of its Subsidiaries (including stock appreciation, phantom stock, profit participation or other similar rights). No depositary receipts (“certificaten”) have been issued for any Company Shares. (c) Except as set forth in Section 4.03(a) above, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem, otherwise acquire or make any payment (including any dividend or distribution) in respect of any (i) shares of capital stock or voting securities of the Company or any of its Subsidiaries, (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company or any of its Subsidiaries, or (iii) options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries, to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company or any of its Subsidiaries. To the knowledge of the Company, there are no Liens on, or other contractual obligations relating to, the ownership, transfer or voting of any Company Shares or any shares of capital stock (or, where applicable, other comparable equity interests) of each Subsidiary of the Company. (d) Each Company Option was granted in compliance with all applicable Laws and all of the terms and conditions of the Company Equity Compensation Plan and at all relevant times has qualified for exemption from Section 409A of the Code under Section 1.409A-1(b)(5)(i)(A) or Section 1.409A-1(b)(5)(ii) of the regulations thereunder. (e) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Datedate hereof, the Company had no Shares reserved outstanding indebtedness for issuanceborrowed money (including the aggregate principal amount thereof, except for (A) the shares reserved for issuance pursuant to the outstanding Company Optionsaggregate amount of any accrued but unpaid interest thereon and penalties, Restricted Stock Awards fees, and RSU Awards described in clauses (i) and (iipremiums with respect thereto), (B) whether secured or unsecured, in an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. amount as set forth in Section 3.02(b4.03(e) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andSchedules.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (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 5,000,000 shares of preferred stock of the Company Preferred Stock are as set forth in the Company’s certificate of incorporation as currently in effect. As of At the close of business on October 9December 30, 2023 2020 (the “Specified Capitalization Date”), ): (iA) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no 53,822,535 shares of Company Common Stock were held in treasury. issued and outstanding; (bB) As an aggregate of the close of business on the Specified Date, (i) 2,000 1,044,100 shares of Company Common Stock were issuable with respect subject to outstanding Company Options with a weighted average exercise price RSU Awards; (C) an aggregate of $6.98 per share of Company Common Stock, and (ii) 598,054 1,252,266 shares of Company Common Stock were issuable in respect of subject to outstanding RSU Company PSU Awards (assuming a target level maximum achievement); (D) an aggregate of performance 699,297 shares of Company Common Stock were reserved by the Company for issuance under performance-based awards the ESPP; and full (E) zero shares of Company Preferred Stock were issued and outstanding. Since the Capitalization Date through the date hereof, other than vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Equity Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to existing terms of such awards, neither the Company Stock Purchase Plan. Section 3.02(bnor any of its Subsidiaries has (1) issued, delivered, sold, announced, pledged, transferred, subjected to any Lien or granted or otherwise encumbered or disposed of any 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, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any Company Securities. (b) Part 4.05(b) of the Company Disclosure Letter Schedule sets forth a true and complete listforth, as of the close of business on the Specified Capitalization Date, (x) with respect to each RSU Award, a complete and correct list of (Ai) all outstanding Company RSU Awards, including the respective name of the holder, the grant date, the vesting schedule, terms and holder of such RSU Awardconditions, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company OptionRSU Award and the distribution dates for such shares and (ii) all outstanding Company PSU Awards, including the respective name of (A) the name holder, the grant date, the vesting schedule, terms and holder of such Company Optionconditions, (B) the performance period, and the maximum number of shares of Company Common Stock underlying 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 Company Optiondate or granted thereafter as permitted under Section 6.01(b)(iii), there are no outstanding (i) shares of capital stock or voting securities or other Equity Interests of the Company, (Cii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or other Equity Interests of the Company, (iii) options, warrants or other rights or arrangements to acquire from the Company, or other obligations or commitments of the Company to issue, transfer, dispose or sell any capital stock or other voting securities or Equity Interests in, or any securities convertible into or exchangeable for capital stock or other voting securities or Equity Interests in, the Company, (iv) 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 value or price of, any capital stock of, or other voting securities or Equity Interests in, the Company (the items in clauses (i)-(iv) being referred to collectively as the “Company Securities”), (v) voting trusts, proxies or other similar agreements or understandings to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to the disposition or voting of any shares of capital stock 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, or exchangeable for, securities having such right), or (y) the type (incentive value of which is directly based upon or nonqualified) and (D) derived from the capital stock, voting securities or other Equity Interests of the Company or any of its Subsidiaries. There are no outstanding obligations or commitments of the Company or any of its Subsidiaries to issue, grant, repurchase, redeem or otherwise acquire any of the Company Securities except for acquisitions of shares of Company Common Stock by the Company as satisfaction of the applicable exercise price per shareand/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, andthe 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 Company Common Stock have been, and all shares that may be issued pursuant to the Company 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, nonassessable and free of preemptive rights, 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 in compliance with all requirements of Applicable Law.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 300,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Companystock, par value $0.00001 per share (“Company Preferred Stock”). As of the close of business on October 9June 15, 2023 2015 (the “Specified Company Capitalization Date”), (ii)(A) 19,353,641 25,938,955 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rightsoutstanding (including any Company Restricted Share Awards), (ii) no shares of preferred stock of the Company were issued and outstanding, and (iiiB) no shares of Company Common Stock were held in treasury. treasury and (bC) As no shares of Company Common Stock were held by the close of business on the Specified DateCompany Subsidiaries, (iii) 2,000 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 with respect to upon the settlement of outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common StockRSU Award, and (iiiv) 598,054 no shares of Company Preferred Stock were issued or outstanding. 681,844 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved authorized for issuance pursuant to the Company ESPP. All the outstanding shares of Company Common Stock Purchase Planare, and all shares of Company Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of 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 3.02(b3.2(a) of the Company Disclosure Letter sets forth a true an accurate and complete list, list of all Company Equity Awards outstanding as of the close of business on the Specified Company Capitalization Date, specifying, on a holder-by-holder basis, (x) with respect to each RSU Award, of (Ai) the name and holder of such RSU Awardeach holder, (Bii) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalseach such Company Equity Award, the achievement of target performance goals) and (Ciii) the grant date on which of each such RSU Award was grantedCompany Equity Award, (y) with respect to each Company Option, of (Aiv) the name and holder year of vesting of each such Company Option, (B) 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 this Agreement: (i) the Company does not have any shares of capital stock issued or outstanding other than the shares of Company Common Stock underlying that were outstanding on the Company Capitalization Date or 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 Company Capitalization Date and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests to which the Company or 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 or other equity interests of the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests (in each case other than to the Company Optionor a wholly owned Subsidiary of the Company); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (C) the type (incentive redeem or nonqualified) and otherwise acquire any such shares in its capital or other equity interests; (D) provide a material amount of funds to, or make any material investment (in the exercise price per shareform of a loan, andcapital contribution or otherwise) 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 Company Equity Awards, each such grant was made in 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 securities having the right to vote) with the stockholders of 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 of the Company or any Company Subsidiary. (f) Each Company Subsidiary and its jurisdiction of organization is identified in Section 3.2(f) of the Company Disclosure Letter. The Company or a Company Subsidiary owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Company Subsidiary, free and clear of any preemptive rights and any Liens other than Company Permitted Liens, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. Except for equity interests in the Company Subsidiaries, neither the Company nor any of the Company Subsidiaries owns, directly or indirectly, any equity interest in any Person (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 equity interest, 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 Person.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 100,000,000 shares of Company Common Stock and 5,000,000 (ii) 10,000,000 shares of preferred stock of the Company. As of the close of business on October 9stock, 2023 (the “Specified Date”)par value $0.001 per share, (i) 19,353,641 shares of “Company Common Stock (including Company Restricted Preferred Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards”). As of the close of business on March 27, 2015 (the Specified “Capitalization Date, the Company had no Shares reserved for issuance, except for ”): (A) 20,874,966 shares of Company Common Stock were issued and outstanding; (B) no shares of Company Preferred Stock were issued or outstanding; (C) 96,712 shares of Company Common Stock were held by the Company in its treasury; (D) there were outstanding Company Options to purchase 3,108,274 shares reserved for of Company Common Stock; (E) 386,570 shares of Company Common Stock were subject to issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses RSUs (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to which includes the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the maximum number of shares of Company Common Stock underlying such RSU Award (assuming, deliverable under Company RSUs with respect to any RSU Award that is subject to vesting based on the achievement of upon performance goals, the achievement of target performance goalscriteria); (F) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of 1,004,247 shares of Company Common Stock underlying such were reserved for future issuance under the Stock Plans. Such issued and outstanding shares of Company OptionCommon Stock have been, and all shares that may be issued pursuant to 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 Plans. The Stock Plans are the only plans or programs the Company or any Company Subsidiaries has maintained under which stock options, 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 no outstanding contractual obligations of the Company of any kind to redeem, purchase or otherwise acquire any outstanding shares of capital stock of the Company. Other than the Company Common Stock, there are no outstanding bonds, debentures, notes or other Indebtedness or securities of the Company 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 respect to any Company securities or securities of any wholly-owned Company Subsidiary. (b) Except as set forth in Section 3.2(a), (Ci) as of Capitalization Date, no shares of capital stock or other voting securities of the type Company are issued, reserved for issuance or outstanding, (incentive ii) there is no stockholder rights plan (or nonqualifiedsimilar 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 (Diii) there are no outstanding securities, options, bonds, debentures, notes, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (whether or not currently exercisable) to which the exercise price per shareCompany or any of the Company Subsidiaries is a party or by which any of them is bound obligating the Company or any of the Company Subsidiaries to issue, anddeliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of the Company Subsidiaries or obligating the Company or any of the Company Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. The Company beneficially owns the Settlement Shares and Clal does not have the right to tender any of the Settlement Shares in the Offer (and Purchaser shall not be required to accept for payment and pay for any of the Settlement Shares in connection with the Offer).

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock and 5,000,000 2,500,000 shares of preferred stock undesignated stock, no par value per share, of the CompanyCompany (“Undesignated Stock”). As of At the close of business on October 98, 2023 (the “Specified Date”)2010, (i) 19,353,641 11,133,221 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all outstanding (of which 148,676 Shares were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rightssubject to RSAs credited to participants under their accounts under the Company Stock Plans), (ii) no 478,728.77 shares of preferred stock of Company Common Stock were reserved for future issuance under the Company Stock Plans (of which 463,287 shares of Company Common Stock were issued subject to outstanding Options granted under the Company Stock Plans and outstanding13,441.77 Shares were subject to DSAs credited to participants under their accounts under the Company Stock Plans), and (iii) no shares of Company Common Undesignated Stock were held issued or outstanding. All Shares have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. Since October 8, 2010, the Company has not issued any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, other than pursuant to Options, RSAs and DSAs referred to above that are outstanding as of the date of this Agreement and are set forth in treasurySection 3.2(a) of the Company Disclosure Schedule (together with the applicable exercise prices relating thereto as of the date of this Agreement and, to the extent permitted to comply with applicable Plan requirements and consistent with past practice, estimated adjusted exercise prices after giving effect to the payment of the Contingent Dividend) or that are hereafter issued without violation of Section 5.1 hereof. (b) As Exhibit 21 to the Latest 10-K sets forth a true, correct and complete list of all Subsidiaries of the close Company. All the outstanding shares of business on capital stock of, or other equity interests in, each Subsidiary of the Specified DateCompany have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights, and are owned directly or indirectly by the Company free and clear of Liens. Other than the Subsidiaries of the Company set forth in Exhibit 21 to the Latest 10-K, (i) 2,000 shares of the Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stockdoes not have any Subsidiary or any equity or ownership interest (or any interest convertible or exchangeable or exercisable for, any equity or ownership interest), whether direct or indirect, in any Person, and (ii) 598,054 the Company is not obligated to make nor is it bound by any agreement or obligation to make any investment in or capital contribution in or on behalf of any other Person. (c) Except as described in Section 3.2(a), there are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase or otherwise acquire any shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) capital stock of the Company Disclosure Letter sets forth a true and complete list, as or any of its Subsidiaries or any securities or debt convertible into or exchangeable for capital stock of the close Company or any of business on its Subsidiaries or obligating the Specified DateCompany or any of its Subsidiaries to grant, (x) with respect to each RSU Awardextend or enter into any such option, of (A) the name and holder of such RSU Awardwarrant, (B) the number of shares of Company Common Stock underlying such RSU Award (assumingcall, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalsright, the achievement of target performance goals) and (C) the date on which such RSU Award was grantedcommitment, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive conversion privilege or nonqualified) and (D) the exercise price per share, andpreemptive or other right or agreement.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 40,000,000 shares of Company Common Stock and 5,000,000 Class A Stock, 9,000,000 shares of Class B Stock, and 1,000,000 shares of Series A convertible preferred stock of stock, par value $1.00 per share (the Company“Company Preferred Stock“). As of the close of business on October 9June 5, 2023 2012 (the “Specified Capitalization Date”“), (i) 19,353,641 10,464,627 shares of Company Common Class A Stock (including Company Restricted Stock) were issued and outstanding, all (ii) 6,209,477 shares of which 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, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth contains a true and complete listschedule, as of the close of business on the Specified Capitalization Date, setting forth (xas applicable) with 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 RSU Award, of (A) the name and holder of such RSU AwardStock Option, (Bi) 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 shares of Company Common Stock underlying votes or written consents, and the award agreement governing such RSU Award (assuminggrant, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalsif any, the achievement of target performance goals) was duly executed and (C) delivered by each party thereto within a reasonable time following the date on which such RSU Award Stock Option was grantedgranted (the “Grant Date“), (yii) 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) the per share exercise price of each Stock Option was not less than the fair market value of a share of the applicable Company Stock on the applicable Grant Date, (iv) 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 accordance with the Exchange Act and all other applicable Laws, and (v) 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 or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries 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 of its Subsidiaries on any matter submitted to stockholders or a separate class of holders of capital stock. As of the date of this Agreement, there are no options, warrants, 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 securities of the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party or by which any of them is bound (i) 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 stock of, or other equity interest in, the Company or any of its Subsidiaries, (ii) obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or 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 equity interests in, the Company or any of its Subsidiaries. (d) Except for this Agreement and the Voting Agreement, there are no voting trusts, proxies or other agreements or understandings to which the Company is a party or is bound with respect to each the voting, dividends or disposition of capital stock of the Company. (e) Section 3.02(e) of the Company OptionDisclosure Letter sets forth, as of (A) the date of this Agreement, the name and holder jurisdiction of organization of each Subsidiary of the Company and sets forth a complete and accurate list of all outstanding securities of each Subsidiary and the registered and beneficial owner thereof. All of the outstanding 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, 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 Company Option, (B) the number of shares of capital stock or other equity or voting interests). Each outstanding share of capital stock of each Subsidiary of the Company Common Stock underlying such that is held, directly or indirectly, by the Company Optionis duly authorized, (C) 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 the type (incentive issuance, acquisition, redemption, repurchase or nonqualified) and (D) sale of any shares of capital stock or other equity or voting interests of any Subsidiary of the exercise 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. 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 of the Company. Neither the Company nor any of its Subsidiaries has any obligation to make any payments based on the price per shareor value of any securities of any Subsidiary of the Company or dividends paid thereon or revenues, andearnings or financial performance or any similar attribute of any Subsidiary of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 100,000,000 Company Shares and 1,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the CompanyPreferred Stock. As of the close of business on October 928, 2023 2022 (the “Specified Capitalization Date”), (i) 19,353,641 shares of 45,097,340 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company Preferred Stock were issued and outstanding, outstanding and (iii) no shares 3,327,821 Company Shares were held by the Company in its treasury. From the Capitalization Date to the execution of this Agreement, the Company has not issued any Company Shares except pursuant to the exercise of the purchase rights under the Company ESPP, the exercise of Company Common Stock were held Options or the settlement of Company RSU Awards or Company PSU Awards outstanding as of the Capitalization Date in treasuryaccordance with their terms. All of the outstanding Company 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 the Company or any agreement to which the Company is a party or otherwise bound. (b) As of the close of business on the Specified Capitalization Date, (i) 2,000 shares of 576,703 Company Common Stock Shares were issuable with respect subject to outstanding issuance pursuant to Company Options with a weighted average exercise price of $6.98 per share of granted and outstanding under the Company Common StockStock Plan, and (ii) 598,054 shares of 268,298 Company Common Stock Shares were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for subject to issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses granted and outstanding under the Company Stock Plan, (iiii) 232,608 and 348,036 Company Shares were subject to issuance pursuant to Company PSU Awards granted and outstanding under the Company Stock Plan (iiassuming each of target and maximum achievement of all performance goals), (Biv) an additional 424,513 2,562,504 Company Shares were reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to future issuance under the Company Stock Plans Plan and (Cv) 1,080,574 4,631 Company Shares reserved for issuance pursuant could be acquired with accumulated payroll deductions under the Company ESPP (assuming that the market price of a Company Share is equal to the Company Stock Purchase PlanOffer Price). Section 3.02(b4.2(b) of the Company Disclosure Letter sets forth contains a true true, correct and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Awarddate hereof, of (A) the name and of each holder of such RSU AwardCompany Equity Awards, (B) the number of shares of Company Common Stock underlying such RSU Shares subject to each outstanding Company Equity Award (assuming, with respect to any RSU Award that is subject to vesting based on if applicable, the target and maximum achievement of performance goals, the achievement of target 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 (Cthe “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 on which such RSU Award was granted, (y) with of delivery. With respect to each Company Option, the per share exercise price was equal to the fair market value (within the meaning of Section 409A of the Code) of a Company Share on the date of grant and each 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. (Ac) Except for the name and holder Company Equity Awards set forth in Section 4.2(b) above, there are on the date hereof no outstanding (i) securities of such the Company Optionor 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, rights or other agreements or commitments requiring the number Company to issue, or other obligations of shares of the Company Common Stock underlying such to issue, any capital stock, voting securities or other ownership interests 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 the Company Option(or, in each case, the economic equivalent thereof), (Ciii) obligations requiring the type 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 (incentive or nonqualifiedthe items in clauses (i), (ii) and (Diii), together with the shares of capital stock of the Company, being referred to collectively as “Company Securities”) or (iv) obligations by the exercise Company or any of its Subsidiaries to make any payments based on the price per shareor value of the Company Shares. (d) There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, andredeem or otherwise acquire any Company Securities. There are no 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. 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. (e) The Company or another of its Subsidiaries is the record and beneficial owner of all of the outstanding shares of capital stock 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. 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”). (f) Neither the Company nor any of its Subsidiaries 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 securities having the right to vote) with the Company Stockholders on any matter. (g) No Company Shares (or other equity or ownership interests, including any security or other Contract convertible into or exchangeable for any such equity or ownership interest) are held by any Subsidiary of the Company.

Capitalization. (a) The authorized registered (authorized) share capital stock of the Company consists of 50,000,000 shares of NIS 18,000,000 divided into 90,000,000 Company Common Stock and 5,000,000 shares of preferred stock of the CompanyShares, nominal value NIS 0.20 per share. As of the close of business on October 9January 24, 2023 2020 (the “Specified Company Capitalization Date”), ): (i) 19,353,641 shares of (A) 55,493,258 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, all of which (B) no Company Shares were duly authorized, validly issued, fully paid and nonassessableheld by the Company in its treasury (dormant shares), and free (C) no Company Shares were held by Subsidiaries of preemptive rights, the Company; and (ii) no shares 3,168,979 Company Shares were subject to outstanding Company Options (assuming, in the case of preferred stock Company Options that are subject to the attainment of performance goals, that applicable performance goals are attained at maximum levels). Since the Company were Capitalization Date and to the date hereof, the Company has not issued and outstanding, and (iii) no shares any Company Shares other than pursuant to the exercise of Company Common Stock were held in treasuryOptions. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b3.4(b) of the Company Disclosure Letter sets forth a true and complete listforth, as of the close of business on the Specified Company Capitalization Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement Company Options outstanding as of performance goals, the achievement of target performance goals) and such date: (Ci) the date on which such RSU Award was granted, (y) with respect number of Company Shares subject to each Company Option, of ; (Aii) the name and state of residence of the holder of such each Company Option, ; (Biii) the number grant date and expiration date of shares of Company Common Stock underlying such each Company Option, ; (C) the type (incentive or nonqualified) and (Div) the exercise price per sharefor 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 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 otherwise created or assumed any obligation with respect to any Company Options, except as set forth in Section 3.4(b) of the Company Disclosure Letter or as permitted by Section 5.2(b). (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 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 3.4(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 or as expressly permitted by Section 5.2, there are (i) other than as set forth in Section 3.4(a), no outstanding shares of, or other equity or voting interest in, the Company; (ii) no outstanding securities of the Company convertible into or exchangeable for share capital of, or other equity or voting interest in, the Company; (iii) no outstanding options, stock appreciation rights, warrants, restricted share units, rights or other commitments or agreements to acquire from the Company, or that obligate the Company to issue, any share capital of, or other equity or voting interest in, or any securities convertible into or exchangeable for share capital of, or other equity or voting interest in, the Company; (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any share capital of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the share capital of the Company, being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the Company Securities. There are no outstanding Contracts of any kind, which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except for the Voting Agreement and the Charter Documents or as set forth in Section 3.4(d) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any Contracts restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to any securities of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 25,000,000 shares, $0.01 par value per share, of Company Common Stock and 10,000,000 shares, $0.01 par value per share, of preferred stock (the "Company Preferred Stock"). As of the date of this Agreement: (i) 10,715,119 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Company. As of the close of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and no shares of Company Preferred Stock were issued or outstanding, (iiiii) no shares of Company Common Stock were held in treasury. reserved for issuance except that (bA) As of the close of business on the Specified Date, (i) 2,000 1,579,337 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares 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 Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants 526,813 shares of Company Options, Restricted Common Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares have been reserved for issuance pursuant to the 1994 Company Employee Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) which 19,037 shares are estimated to be the number of shares of Company Common Stock underlying such RSU Award (assumingwhich will be issued pursuant to contributions by employees of the Company under the 1994 Company Employee Stock Purchase Plan during calendar year 1997, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of 31,857 shares of Company Common Stock underlying such Company Optionhave been reserved for issuance at par value on or about September 30, 1997 pursuant to an employment agreement with a former employee, (Ciii) the type (incentive or nonqualified) no shares of Company Preferred Stock were reserved for issuance and (Div) 242,185 shares of Company Common Stock were held by the exercise price per shareCompany in its treasury. All of the issued and outstanding shares of Company Common Stock have been duly authorized and are validly issued, andfully paid, and nonassessable. Except as indicated hereinabove, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company or any Subsidiary thereof to issue, sell, or otherwise cause to become outstanding any of its capital stock or the capital stock of any Subsidiary thereof. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company or any of its Subsidiaries. After giving effect to the transactions contemplated by the Share Exchange and Termination Agreement, all shares of capital stock of Subsidiaries of the Company are wholly owned directly or indirectly by the Company and have been duly authorized and are validly issued, fully paid and nonassessable.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock Shares and 5,000,000 1,000,000 shares of preferred stock of the Companystock. As of the close of business on October 9, 2023 (the “Specified Date”)date hereof, (ia) 19,353,641 shares of 14,484,976 Company Common Stock (including Company Restricted Stock) were issued and outstandingShares, all of which were duly authorized, are validly issued, fully paid and nonassessable, nonassessable and free of preemptive rights, are issued and outstanding, (iib) Company Common Shares are held in the treasury of the Company, (c) 1,985,033 Company Stock Options are outstanding pursuant to the Company Stock Plans, each such option entitling the holder thereof to purchase one Company Common Share, and 1,651,227 Company Common Shares are authorized and reserved for future issuance pursuant to the exercise of such Company Stock 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 Warrants and (e) no shares of preferred stock of the Company were are issued and outstanding, and (iii) no shares of . All Company Common Stock were held in treasury. (b) As Warrants will be terminated as a result of the close of business on Merger in accordance with the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant terms thereof if not exercised prior to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase PlanEffective Time. Section 3.02(b) Schedule 4.3 of the Company Disclosure Letter sets forth a 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 close date of business this Agreement, there are no Company Stock Rights. All shares of capital stock subject to issuance as aforesaid, upon issuance on the Specified Dateterms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Common Shares or to pay any dividend or make any other distribution in respect thereof or to provide financing to, or make any investment (xin the form of a loan, capital contribution or otherwise) in, any Person. As of the date hereof, except for the Stockholders Agreements, there are no voting trusts or other agreements or understandings to which the Company is a party with respect to each RSU Award, the voting of (A) stock of the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Public Company consists of 50,000,000 3,750,000 shares of Public Company Common Stock and 5,000,000 10,000,000 shares of preferred stock of the Company. As of the close of business on October 9stock, 2023 $0.001 par value per share (the “Specified DatePublic Company Preferred Stock”), . The rights and privileges of each class of Public Company’s capital stock are as set forth in Public Company’s articles of incorporation (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held as defined in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awardsNRS 78.010(1)(b)). As of the close of business on the Specified DateBusiness Day immediately prior to the date of this Agreement, (i) 1,320,240 shares of Public Company Common Stock were issued or outstanding, (ii) no shares of Public Company Common Stock were held in the treasury of Public Company or by subsidiaries of Public Company, and (iii) 15,617 shares of Public Company Preferred Stock were issued or outstanding. (b) As of the date of this Agreement, there are outstanding options to purchase 135,941 shares of Public Company Common Stock (each, a “Public Company Stock Option” and collectively, the “Public Company had Stock Options”). Public Company has made available to Merger Partner complete and accurate copies of all stock or equity related plans, agreements, or arrangements of Public Company (collectively, the “Public Company Stock Plans”) and the forms of all award agreements evidencing such awards. As of the date of this Agreement, Public Company has reserved 9,375 shares of Public Company Common Stock for issuance to employees pursuant to Public Company’s 2023 Employee Stock Purchase Plan (the “Public Company ESPP”), of which 8,337 shares remain available for issuance thereunder as of the date hereof. Public Company has not granted, issued or authorized the grant or issuance of any Public Company Stock Options on the Business Day prior to the date of this Agreement or on the date of this Agreement. With respect to each Public Company Stock Option (whether outstanding or previously exercised) (i) each grant of a Public Company Stock Option was duly authorized no Shares later than the date on which the grant of such Public Company Stock Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the Public Company’s Board of Directors (or a duly constituted and authorized committee thereof), or a duly authorized delegate thereof, and any required stockholder approval by the necessary number of votes or written consents, (ii) each such grant was made in accordance with the terms of the applicable Public Company Stock Plan, the Securities Act, the Exchange Act, to the extent applicable, and all other applicable Laws and are not and have not been the subject of any internal investigation, review or inquiry. (c) Section 4.2(c) of the Public Company Disclosure Schedule lists, as of the date hereof, the number of shares of Public Company Common Stock reserved for issuance, except for (A) the shares reserved for future issuance pursuant to the warrants or other outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses rights (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the other than Public Company Stock Plans and (COptions) 1,080,574 Shares reserved for issuance pursuant to the purchase shares of Public Company Common Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, outstanding as of the close of business on the Specified DateBusiness Day prior to the date of this Agreement (such outstanding warrants or other rights, the “Public Company Warrants”) and the agreement or other document under which such Public Company Warrants were granted, and the exercise price, the date of grant and the expiration date thereof. (d) Except (i) as set forth in this Section 4.2 or in Article II, (xii) as reserved for future grants under Public Company Stock Plans, outstanding as of the close of business on the Business Day prior to the date of this Agreement, (iii) as reserved for issuance and issuable upon conversion of outstanding shares of Public Company Preferred Stock, (iv) for the rights to acquire shares pursuant to the Public Company ESPP, and (v) commitments to issue shares of Public Company Common Stock pursuant to the Subscription Agreement in the Concurrent Financing, as of the date of this Agreement, (A) there are no equity securities of any class of Public Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (B) there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which Public Company or any of its subsidiaries is a party or by which Public Company or any of its subsidiaries is bound obligating Public Company or any of its subsidiaries to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of Public Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests, or obligating Public 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. As of the date of this Agreement, other than the Public Company Support Agreement or pursuant to any Public Company Stock Plan, Public Company is not a party to or is bound by any, and to the knowledge of Public Company, there are no, agreements or understandings with respect to each RSU Award, the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of (A) the name and holder of such RSU Award, (B) the number of any shares of capital stock or other equity interests of Public Company. Except as contemplated by this Agreement, the Subscription Agreement or described in this Section 4.2(d), there are no registration rights to which Public Company Common Stock underlying such RSU Award (assuming, or any of its subsidiaries is a party or by which it or they are bound with respect to any RSU Award that is subject equity security of any class of Public Company. Stockholders of Public Company are not entitled to vesting based on dissenters’ or appraisal rights under applicable state Law in connection with the achievement of performance goalsMerger, and the achievement of target performance goals) and (C) Public Company Board has not adopted or approved any resolution pursuant to the date on which such RSU Award was grantedNRS or otherwise granting dissenter’s, (y) with respect appraisal or similar rights to each Company Option, of (A) the name and any holder of such Company Option, (B) the number of shares of Public Company Common Stock underlying such or any other equity interests of or in Public Company, or to any other Person. (e) All outstanding shares of Public Company OptionCommon Stock are, (C) the type (incentive or nonqualifiedand all shares of Public Company Common Stock subject to issuance as specified in Sections 4.2(b) and (D4.2(c) or pursuant to Article II, upon issuance on the exercise price per shareterms and conditions specified in the instruments pursuant to which they are issuable, andwill 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 NRS Chapter 78, Public Company’s articles of incorporation or bylaws or any agreement to which Public Company is a party or is otherwise bound.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares an unlimited number of Company Common Stock Shares and 5,000,000 shares an unlimited number of preferred stock of the CompanyClass A Preferred Shares issuable in series. As of the close of business on October 9the Business Day prior to the date of this Agreement, 2023 (the “Specified Date”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) there were 49,816,065 Shares issued and outstanding and no Class A Preferred Shares issued and outstanding, all of which were . All outstanding Shares have been duly authorized, authorized and validly issued, are fully paid and nonassessable, and free non-assessable. No Shares have been issued in violation of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasuryany Law or any pre-emptive or similar rights applicable to them. (b) As of the close of business on the Specified Date, (i) 2,000 shares Business Day prior to the date of Company Common Stock this Agreement there were 2,088,805 Shares issuable with respect to upon the exercise of outstanding Company Options. Section 6(b) of the Company Disclosure Letter contains a list of the Company Options, with details regarding the exercise price, whether such Company Options are vested or unvested and the number of participants to whom such Company Options have been granted. The Stock Option Plan and the issuance of securities under such plan (including all outstanding Company Options) have been duly authorized by the Board in compliance with a weighted average exercise price Law and the terms of $6.98 per share of Company Common Stock, and the Stock Option Plan. (iic) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant Business Day prior to the date of this Agreement there were 1,459,033 Shares issuable upon the exercise of outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase PlanRSUs. Section 3.02(b6(c) of the Company Disclosure Letter sets forth contains a true list of the RSUs, with details regarding the exercise price, whether such RSUs are vested or unvested and complete list, as the number of participants to whom such RSUs have been granted. The Share Unit Plan and the issuance of securities under such plan (including all outstanding RSUs) have been duly authorized by the Board in compliance with Law and the terms of the Share Unit Plan. (d) As of the close of business on the Specified DateBusiness Day prior to the date of this Agreement, there were 1,630,790 DSUs outstanding. (xe) with respect Except for the rights under the Stock Option Plan, including outstanding Company Options, the rights under the Share Unit Plan, including outstanding RSUs, the rights under the DSU Plan, including outstanding DSUs, the rights under the Employee Share Purchase Plan, including outstanding Shares, there are no: (i) options, subscriptions, equity-based awards, calls, rights, warrants, contingent value rights, phantom stock, convertible securities or similar securities convertible into or exchangeable or exercisable for Shares, conversion, pre-emptive, redemption, repurchase, stock appreciation or other rights, or any other agreements, arrangements, instruments or commitments of any kind to each RSU Awardwhich the Company or the Subsidiary are a party that obligate the Company or the Subsidiary to, directly or indirectly, issue or sell any securities of the Company or of the Subsidiary (Aor securities convertible into or exchangeable for such securities or equity interests), or give any Person a right to subscribe for or acquire, any securities of the Company or of the Subsidiary; (ii) obligations of the name and holder Company or of such RSU Awardthe Subsidiary to repurchase, (B) redeem or otherwise acquire any securities of the number Company or of shares of Company Common Stock underlying such RSU Award (assumingthe Subsidiary, or qualify securities for public distribution in Canada, the U.S. or elsewhere, or, other than as contemplated by this Agreement, with respect to the voting or disposition of any RSU Award securities of the Company or of the Subsidiary; or (iii) notes, bonds, debentures or other evidences of indebtedness or any other agreements, arrangements, instruments or commitments of any kind that is subject to vesting based on the achievement of performance goalsgive any Person, directly or indirectly, the achievement of target performance goals) and right to vote (C) or that are convertible into or exercisable for securities having the date on which such RSU Award was granted, (yright to vote) with respect to each Company Option, holders of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andShares on any matter except as required by Law.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 250,000,000 Company Shares and 1,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the CompanyPreferred Stock. As of the close of business on October 9January 4, 2023 2024 (the “Specified Capitalization Date”), (i) 19,353,641 shares of 63,189,227 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company Preferred Stock were issued and outstanding, outstanding and (iii) no shares Company Shares were held by the Company in its treasury. From the Capitalization Date to the execution of this Agreement, the Company has not issued any Company Shares except pursuant to the exercise of Company Common Stock were held Options or the settlement of Company RSU Awards outstanding as of the Capitalization Date in treasuryaccordance with their terms. All of the outstanding Company 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 the Company or any agreement to which the Company is a party or otherwise bound. (b) As of the close of business on the Specified Capitalization Date, (i) 2,000 shares of 7,540,673 Company Common Stock Shares were issuable with respect subject to outstanding issuance pursuant to Company Options with a weighted average exercise price of $6.98 per share of granted and outstanding under the Company Common StockStock Plans, and (ii) 598,054 shares of 2,278,330 Company Common Stock Shares were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for subject to issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) granted and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to outstanding under the Company Stock Plans and (Ciii) 1,080,574 5,558,079 Company Shares were reserved for future issuance pursuant to under the Company Stock Purchase PlanPlans. Section 3.02(b3.2(b) of the Company Disclosure Letter sets forth contains a true true, correct and complete list, as of the close of business on the Specified Capitalization Date, (x) with respect to each RSU Award, of (A) the name and of each holder of such RSU AwardCompany Equity Awards, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is Shares subject to vesting based on the achievement of performance goalseach outstanding Company Equity Award held by such holder, the achievement grant or issuance date of target performance goals) each such Company Equity Award, the exercise price, the expiration date of each Company Option, whether or not the applicable award was granted to such holder in his or her capacity as a current or former employee of the Company or any of its Subsidiaries and whether such award constitutes nonqualified deferred compensation subject to Section 409A of the Code (C) such schedule, the “Company Equity Award Schedule”). The Company shall provide Parent with an updated Company Equity Award Schedule within three Business Days prior to the anticipated Closing to reflect any changes occurring between the Capitalization Date and the applicable date on which such RSU Award was granted, (y) with of delivery. With respect to each Company Option, the per share exercise price was equal to the fair market value (within the meaning of Section 409A of the Code) of a Company Share on the date of grant. Each Company Equity Award and the Company ESPP may by its terms be treated at the Effective Time as set forth in Section 2.7. (Ac) Except for the name and holder Company Equity Awards set forth in Section 3.2(b) above, there are on the date hereof no outstanding (i) securities of such the Company Optionor 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, rights or other agreements or commitments requiring the number Company to issue, or other obligations of shares of the Company Common Stock underlying such to issue, any capital stock, voting securities or other ownership interests 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 the Company Option(or, in each case, the economic equivalent thereof), (Ciii) obligations requiring the type 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, including under the Company ESPP (incentive or nonqualifiedthe items in clauses (i), (ii) and (Diii), together with the shares of capital stock of the Company, being referred to collectively as “Company Securities”) or (iv) obligations by the exercise Company or any of its Subsidiaries to make any payments based on the price per shareor value of the Company Shares. (d) There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, andredeem or otherwise acquire any Company Securities. There are no 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. 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. (e) The Company or another of its Subsidiaries is the record and beneficial owner of all of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company, free and clear of any Lien, 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. 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”). (f) Neither the Company nor any of its Subsidiaries 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 securities having the right to vote) with the Company Stockholders on any matter. (g) No Company Shares (or other equity or ownership interests, including any security or other Contract convertible into or exchangeable for any such equity or ownership interest) are held by any Subsidiary of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 40,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, $.01 par value per share (“Company Preferred Stock”). As of December 6, 2007 there were outstanding: (1) 19,415,638 shares of Common Stock, none of which shares were held by the Company in its treasury; (2) stock options to purchase an aggregate of 3,082,806 shares of Company Common Stock; and (3) no shares of Company Preferred Stock. Since December 6, 2007, there have been no issuances of shares of the capital stock of the Company. As Company or any other securities of the close Company except upon exercise of business options outstanding on October 9, 2023 (the “Specified Date”), (i) 19,353,641 such date. All shares of Company Common Stock (including Company Restricted Stock) were outstanding as of the date hereof have been duly authorized and validly issued and outstanding, all of which were duly authorized, validly issued, are fully paid and nonassessable, nonassessable and free of are not subject to preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no . All shares of Company Common Stock were held issuable upon exercise of outstanding stock options have been duly authorized and, when issued in treasuryaccordance with the terms thereof, will be validly issued and will be fully paid and nonassessable. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b4.02(b) of the Company Disclosure Letter Schedules sets forth a true complete and complete accurate list, as of the close of business on the Specified DateDecember 6, 2007 of: (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (Bi) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) outstanding options under each Option Plan and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying available for grant under each Option Plan; and (ii) all outstanding Company Stock Options, indicating with respect to each such Company Stock Option the name of the holder thereof and whether such holder is an employee of the Company, the Company Stock Plan under which it was granted and whether such Company Stock Option is an “incentive stock option” (as defined in Section 422 of the Code) or a non-qualified stock option, the number of shares of Company Common Stock subject to such Company Stock Option, (C) the type (incentive or nonqualified) and (D) the exercise price and the date of grant thereof, the applicable vesting schedule of such Company Stock Option and the extent to which such Company Stock Option was vested and exercisable as of December 6, 2007 and the expiration date of such Company Stock Option. For purposes of this Agreement, “Option Plans” means the Company’s 1998 Stock Incentive Plan, the Company’s 2000 Stock Incentive Plan, the Company’s 2005 Stock Incentive Plan. All grants of Company Stock Options were validly issued and properly approved in compliance with all applicable law and recorded on the Company Financials in accordance with GAAP. No Company Stock Option was granted with a per share, andshare exercise price lower than the fair market value of one share of Company Common Stock on the date of grant as determined in good faith by the Administrator of the Company Stock Plan (as defined in each such plan).

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 6,000,000 shares of Company Common Stock, of which 3,000,000 shares are designated Class A Common Stock, 1,500,000 shares are designated Class B Common Stock and 5,000,000 1,500,000 shares of preferred stock of are designated Class C Common Stock. Immediately after the Company. As of the close of business on October 9, 2023 (the “Specified Date”)Closing, (i) 19,353,641 1,304,389 shares of Company Class A Common Stock (including Company Restricted Stock) were will be issued and outstanding, (ii) 442,884 shares of Class B Common Stock will be issued and outstanding, (iii) 172,727 shares of Class C Common Stock will be issued and outstanding, (iv) 338,824 shares of Class C Common Stock will be reserved for future issuance to executive employees of the Company pursuant to an option plan to be approved by the Board of Directors of the Company, which option plan will have terms substantially similar to those set forth in the term sheet attached hereto as Exhibit D and (v) 615,611 shares of Class A Common Stock will be reserved for future issuance upon conversion of the Class B Common Stock and the Class C Common Stock. Immediately after the Closing, all such issued and outstanding shares of which were capital stock of the Company will be duly authorized, authorized and validly issuedissued and outstanding, fully paid and nonassessable, and free of preemptive rights, (ii) nonassessable with no personal liability attaching to the ownership thereof. All shares of preferred stock of the Company were Class A Common Stock currently reserved for future issuance will, when issued and delivered, be duly authorized and validly issued and outstanding, fully paid and (iii) nonassessable with no shares of Company Common Stock were held in treasurypersonal liability attaching to the ownership thereof. (b) As Schedule 2.5(b) sets forth, as of the close of business on time immediately following the Specified DateClosing, (i) 2,000 the name of each record holder of outstanding shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price capital stock of $6.98 per share of Company Common Stockthe Company, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of such shares (detailed for each type or class of shares) held by each such holder, (iii) stock options of the Company and the number and class of shares of capital stock of the Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement stock options held by each such holder, (iv) outstanding warrants of performance goalsthe Company and the number and class of shares of capital stock of the Company subject to the warrants held by each such holder, the achievement of target performance goals) and (Cv) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the total number of shares of Company Common Stock underlying capital stock of the Company, on a fully diluted basis, held by each such Company Optionholder, and (vi) the percentage ownership interest, on a fully diluted basis, of each such holder. (c) Except as set forth in paragraph (a) or (b) above or as disclosed on Schedule 2.5(c), immediately after the Closing, there will be no outstanding (i) securities convertible into or exchangeable for shares of capital stock of the Company, (Cii) options, warrants or other rights to purchase or otherwise acquire from the type Company shares of such capital stock, or securities convertible into or exchangeable for shares of such capital stock, or (incentive iii) other than the Related Agreements, contracts, agreements or nonqualifiedcommitments relating to the issuance, repurchase or redemption by the Company of any shares of such capital stock, any such convertible or exchangeable securities, or any such options, warrants or other rights. Except as set forth in the Stockholders' Agreement or as disclosed on Schedule 2.5(c), there are no voting trusts, voting agreements, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of the Company to which the Company or, to the Company's knowledge, any of its stockholders is a party. Except for the rights granted under the Registration Rights Agreement dated the date hereof among the Company, the Investor and the other parties named therein (the "Registration Rights Agreement"), a copy of which is attached hereto as Exhibit E, or as disclosed on Schedule 2.5(c), no Person has any right to cause the Company to effect the registration under the Securities Act of any securities (including debt securities) and (D) of the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 100,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock Company Preferred Stock. 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 October 9September 15, 2023 (the “Specified Date”)2005, (i) 19,353,641 39,501,721 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasurythe treasury of the Company, and (iii) no shares of Company Preferred Stock were issued or outstanding. (b) As Section 3.2(b) of the close of business on the Specified Date, (i) 2,000 Company Disclosure Schedule lists all issued and outstanding shares of Company Common Stock were issuable with respect that constitute restricted stock or that are otherwise subject to outstanding Company Options with a weighted average exercise price repurchase or redemption right or right of $6.98 per share first refusal in favor of Company Common Stockthe Company; the name of the applicable stockholder, the lapsing schedule for any such shares, including the extent to which any such repurchase or redemption right or right of first refusal has lapsed as of the date of this Agreement, whether (and to what extent) the lapsing will be accelerated in any way by the transactions contemplated by this Agreement or by termination of employment or change in position following consummation of the Merger, and whether such holder has the sole power to vote and dispose of such shares. (iic) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b3.2(c) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) Schedule lists the number of shares of Company Common Stock underlying reserved for future issuance pursuant to stock options granted and outstanding as of the date of this Agreement and the plans or other arrangements under which such RSU Award options were granted (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalscollectively, the achievement of target performance goals“Company Stock Plans”) and sets forth a complete and accurate list of all holders of outstanding options to purchase shares of Company Common Stock (Csuch outstanding options, the “Company Stock Options”) under the date on which such RSU Award was grantedCompany Stock Plans, (y) indicating with respect to each Company Stock Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying subject to such Company Stock Option, the relationship of the holder to the Company, and the exercise price, the date of grant, vesting schedule and the expiration date thereof, including the extent to which any vesting has occurred as of the date of this Agreement, and whether (Cand to what extent) the type vesting of such Company Stock Options will be accelerated in any way by the transactions contemplated by this Agreement or by the termination of employment or engagement or change in position of any holder thereof following consummation of the Merger. Section 3.2(c) of the Company Disclosure Schedule shows the number of shares of Company Common Stock reserved for future issuance pursuant to warrants or other outstanding rights (incentive other than Company Stock Options) to purchase shares of Company Common Stock outstanding as of the date of this Agreement (such outstanding warrants or nonqualifiedother rights, the “Company Warrants”) and (D) the agreement or other document under which such Company Warrants were granted and sets forth a complete and accurate list of all holders of Company Warrants indicating the number and type of shares of Company Common Stock subject to each Company Warrant, and the exercise price per shareprice, andthe date of grant and the expiration date thereof. The Company has provided to the Parent accurate and complete copies of all Company Stock Plans, the forms of all stock option agreements evidencing Company Stock Options and all Company Warrants. (d) Except (x) as set forth in this Section 3.2, (y) as reserved for future grants under Company Stock Plans, and (z) that certain convertible term note in the principal amount of $5.0 million issued to Laurus Master Fund, Ltd. dated October 19, 2004 (the “Company Convertible Note”), (i) there are no equity securities of any class of the Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which the Company is a party or by which the Company is bound obligating the Company to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of the Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests, or obligating the Company 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. The Company has no outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. There are no obligations, contingent or otherwise, of the Company to repurchase, redeem or otherwise acquire any shares of Company Common Stock or the capital stock of the Company or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in the Company or any other entity, other than guarantees of bank obligations entered into in the ordinary course of business consistent with past practice, as may be modified by the operating plan (the “Operating Plan”) discussed with Parent (such ordinary course of business consistent with past practice, as modified by the Operating Plan, the “Ordinary Course of Business”) and listed in Section 3.2(d) of the Company Disclosure Schedule. Other than the Company Stockholder Agreements, neither the Company nor any of its Affiliates is a party to or is bound by any, and to the knowledge of the Company, there are no, agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company. For purposes of this Agreement, the term “Affiliate” when used with respect to any party shall mean any person who is an “affiliate” of that party within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Except as contemplated by this Agreement or as listed in Section 3.2(d), there are no registration rights, and there is no rights agreement, “poison pill” anti-takeover plan or other agreement or understanding to which the Company is a party or by which it is bound with respect to any equity security of any class of the Company. (e) All outstanding shares of Company Common Stock are, and all shares of Company Common Stock subject to issuance as specified in Section 3.2(c) 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 By-laws or any agreement to which the Company is a party or is otherwise bound.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 5,000,510 shares of Company Common Stock and which 5,000,000 shares are designated as common stock, $0.001 par value per share (the “Company Shares”) and 510 shares are designated as preferred stock. As of preferred the date of this Agreement and the Closing, and assuming receipt of the proceeds of the Private Placement Offering and conversion by the holders of all of the Company’s convertible notes (the “Convertible Notes”), there are (i) 2,297,884 Company Shares issued and outstanding; (ii) 429,579 Company Options issued and outstanding; and (iii) 43,572 Company Warrants issued and outstanding. Section 2.2 of the Disclosure Schedule sets forth a complete and accurate list of (i) all holders of Company Shares, indicating the number of Company Shares held by each holder; (ii) all holders of Convertible Notes, indicating the amount of Convertible Notes held by each holder and (iii) all holders of Company Options and Company Warrants indicating (A) the number of Company Shares subject to each Company Option and Company Warrant, (B) the exercise price, date of grant, vesting schedule and expiration date for each Company Option or Company Warrant, and (C) any terms regarding the acceleration of vesting, and (iii) all stock option plans and other stock or equity-related plans of the Company. As All of the close issued and outstanding Company Shares, and all Company Shares that may be issued upon exercise of business on October 9, 2023 Company Options or Company Warrants will be (the “Specified Date”upon issuance in accordance with their terms), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessablepaid, nonassessable and free of all preemptive rights, (ii) no shares of preferred stock . Other than the Company Options and Company Warrants listed in Section 2.2 of the Company were issued Disclosure Schedule and outstanding, and (iii) no shares of Company Common Stock were held except as otherwise discussed in treasury. (b) As Section 2.2 of the close Disclosure Schedule, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance or redemption of business on any of its capital stock. Except as set forth in Section 2.2 of the Specified DateDisclosure Schedule, (i) 2,000 shares of Company Common Stock were issuable there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable the Company. Except as set forth in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As Section 2.2 of the close of business on the Specified DateDisclosure Schedule, there are no agreements to which the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth is a true and complete list, as of the close of business on the Specified Date, (x) party or by which it is bound with respect to each RSU Awardthe 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 (Afirst refusal, co-sale rights or “drag-along” rights) of any securities of the name Company. Except as set forth in Section 2.2 of the Disclosure Schedule, to the knowledge of the Company, there are no agreements among other parties, to which the Company is not a party and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assumingby 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 first refusal, co-sale rights or “drag-along” rights) of any RSU Award that is subject to vesting based on securities of the achievement Company. Except as listed in Section 2.2 of performance goalsthe Disclosure Schedule, all of the achievement of target performance goals) issued and (C) the date on which such RSU Award was granted, (y) outstanding Company Shares and Convertible Notes were issued in compliance with respect to each Company Option, of (A) the name applicable federal and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andstate securities laws.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Company Common Shares and 50,000,000 shares of preferred stock, par value $0.001 per share (the “Company Common Stock and 5,000,000 shares of preferred stock of the CompanyPreferred Stock). As of the close of business on October 9April 26, 2023 (the “Specified Date”), 2006 (i) 19,353,641 shares of 10,516,600 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, (ii) no shares of the Company Preferred Stock were issued and outstanding, (iii) 1,045,000 Company Common Shares have been authorized and reserved for issuance pursuant to any employer stock option or compensation plan or arrangement of the Company (the “Company Stock Option Plans”), (iv) 80,000 qualified or nonqualified options to purchase Company Common Shares (the “Company Stock Options”) were outstanding and (v) Warrants to acquire 233,000 Company Common Shares were outstanding. A complete list of all the Company Stock Option Plans is set forth in Section 4.3(a) of the Company Disclosure Schedule. As of the date of this Agreement, the Company had no Company Common Shares outstanding or reserved for issuance other than as described above. All such issued and outstanding shares of capital stock of the Company are, and all shares thereof which were may be issued prior to the Closing Date will be, when issued, duly authorized, validly issued, fully paid and nonassessablepaid, nonassessable and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable Except as set forth in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b4.3(b) of the Company Disclosure Letter sets Schedule, neither the Company nor any Company Subsidiary has any outstanding 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 on any matter. (c) Except as set forth a true in this Section 4.3 or in Section 4.3(c) of the Company Disclosure Schedule and complete listexcept for (i) the Company Stock Options, (ii) long term incentive awards set forth in Section 4.3(e) of the Company Disclosure Schedule or (iii) out performance plan awards set forth in Section 4.3(e) of the Company Disclosure Schedule, as of the close date of business on this Agreement, there are not any outstanding securities or any options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Specified DateCompany or any Company Subsidiary to issue, (xtransfer, sell or repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary. Section 4.3(c) with respect to each RSU Awardof the Company Disclosure Schedule sets forth a true, complete and correct list of (A) the Company Stock Options, including the name and holder of the Person to whom such RSU AwardCompany Stock Options have been granted, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option and the per share exercise price for each Company Option. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 4.3(c) have been furnished or made available to Eagles. (d) Section 4.3(d) of the Company Disclosure Schedule sets forth a true, complete and correct list of (A) all restricted stock awards granted under the Company Stock Option Plans, including the name of the Person to whom such restricted stock awards have been granted and holder of such Company Option, (B) the number of shares included in each restricted stock award. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 4.3(d) have been furnished or made available to Eagles. The Company Common Stock underlying has not issued any stock appreciation rights. (e) Except as set forth in Section 4.3(e) of the Company Disclosure Schedule, there are no agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of any shares of capital stock of the Company or which restrict the transfer of any such shares, nor does the Company Optionhave knowledge of any third party agreements or understandings with respect to the voting of any such shares or which restrict the transfer of any such shares. (f) Except as set forth in Section 4.3(f) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to issue, repurchase, redeem or otherwise acquire any shares of capital stock, partnership interests or any other securities of the Company or any Company Subsidiary. (Cg) Except as set forth in Section 4.3(g) of the type (incentive Company Disclosure Schedule, neither the Company nor any Company Subsidiary is under any obligation, contingent or nonqualified) otherwise, by reason of any agreement to register the offer and (D) sale or resale of any of their securities under the exercise price per share, andSecurities Act.

Capitalization. (ai) The authorized capital stock of the Company consists of 50,000,000 shares 25,000,000 Shares of Company Common Stock and 5,000,000 shares 1,000,000 shares, $.01 par value per share, of preferred stock of (the Company"Company Preferred Stock"). As of the close date of business on October 9, 2023 this Agreement: (the “Specified Date”), (iA) 19,353,641 shares 13,623,394 Shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all (B) no shares of which Company Preferred Stock were issued or outstanding, and (C) no Shares of Company Common Stock were held by the Company in its treasury. All of the issued and outstanding Shares of Company Common Stock have been duly authorizedauthorized and are validly issued, fully paid, and nonassessable. Except as indicated in Schedule 3(b), there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require the Company or any Subsidiary thereof to issue, sell, or otherwise cause to become outstanding any of its capital stock or the capital stock of any Subsidiary thereof. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company or any of its Subsidiaries. All shares of capital stock of Subsidiaries of the Company are wholly owned directly or indirectly by the Company and have been duly authorized and are validly issued, fully paid and nonassessable, and free of preemptive rights, . (ii) Except as provided in Schedule 3(b), there are no shares voting trusts or shareholder agreements to which the Company or any Subsidiary thereof is a party with respect to the voting of preferred the capital stock of the Company were issued and outstanding, and or any Subsidiary thereof. (iii) The Class A Warrants and Class B Warrants expire on July 28, 1998 and the Class C Warrants expire on January 11, 2000. Upon consummation of the Transactions, the Warrants, Substitute Options and Anchor Bay Option shall have been adjusted so that, in the case of each Warrant (other than any Warrant that has expired in accordance with its terms) or applicable Option, upon exercise and payment of the exercise price, any holder thereof shall have the right to receive only $5 per share, and in no event shall have the right to receive any shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) capital stock of the Company Disclosure Letter sets forth a true and complete list, as of or the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andSurviving Corporation.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 of: (i) 20,000,000 shares of Company Common Stock Stock; and 5,000,000 (ii) 1,000,000 shares of preferred stock of the Companystock, par value $.01 per share (“Preferred Stock”). As of the close of business on October 9December 22, 2023 2009, (x) 2,997,456 shares of Common Stock were issued (and not held in the “Specified Date”)treasury of the Company) and outstanding, (y) 362,905 shares of Common Stock were issued and held in the treasury of the Company and (z) no shares of Preferred Stock were issued and outstanding or held in the treasury of the Company. Since December 22, 2009 through the date hereof, no shares of Common Stock or shares of Preferred Stock have been issued other than the issuance of shares of Common Stock upon the exercise or settlement of Company Equity Awards. As of the close of business on December 22, 2009, an aggregate of 526,518 shares of Common Stock were subject to and reserved for issuance upon (1) exercise of Company Stock Option Awards or (2) lapse of restrictions of Company Restricted Stock Units or director deferred shares granted under the 2006 Non-Employee Directors’ Stock Plan, and since December 22, 2009 and through the date hereof, no Company Equity Awards have been granted, and no additional shares of Common Stock have become subject to issuance under the Company Stock Plans. Section 3.2(a) of the Company Disclosure Letter sets forth as of the close of business on December 22, 2009 each outstanding Company Equity Award granted under the Company Stock Plans and (i) 19,353,641 the name of the holder of such Company Equity Award, (ii) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, (including iii) the exercise price or base price of such Company Restricted StockEquity Award, (iv) were issued the date on which such Company Equity Award was granted or issued, (v) the applicable vesting schedule, and outstandingthe extent to which such Company Equity Award is vested and exercisable as of the date hereof, all and (vi) with respect to Company Stock Options, the date on which such Company Stock Option expires. All shares of Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which were they are issuable, will be duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As All of the close of business on the Specified Date, (i) 2,000 issued and outstanding shares of Company Common Stock were issuable with respect have been duly authorized, validly issued and are fully paid and nonassessable and are not subject to outstanding Company Options with a weighted average exercise price any preemptive rights or rights of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Datefirst refusal created by statute, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant Certificate of Incorporation or Bylaws or any Contract to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to which the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Planis a party or by which it is bound. Except as set forth in Section 3.02(b3.2(b) of the Company Disclosure Letter sets forth a true Letter, pursuant to this Agreement and complete listother than the Top-Up Option, as (i) no subscription, warrant, option, conversion, exchange or other right (contingent or otherwise) to purchase or otherwise acquire any shares of capital stock of the close of business on the Specified DateCompany is authorized or outstanding, (x) with respect to each RSU Award, of (Aii) the name Company has no obligation, contract or commitment (contingent or otherwise) to issue any subscription, warrant, option, conversion, exchange or other such right or to issue, transfer, deliver, sell or cause to be outstanding, directly or indirectly, any shares of its capital stock or any evidences of indebtedness of the Company and holder of such RSU Award, (Biii) the number of Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof. No debt securities of the Company Common Stock underlying such RSU Award are issued and outstanding. (assumingc) Each outstanding share of capital stock or other equity interest of each Subsidiary of the Company is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and is held, directly or indirectly, by the Company or another Subsidiary of the Company free and clear of all Encumbrances. There are no subscriptions, options, warrants, rights, calls, contracts or other commitments, understandings, restrictions or arrangements relating to the issuance or sale with respect to any RSU Award that is subject shares of capital stock or other ownership interests of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding security, instrument or Contract. No Subsidiary of the Company has any obligation (contingent or otherwise) to vesting based on the achievement purchase, redeem or otherwise acquire any shares of performance goalsits capital stock or any interest therein. Except for each Subsidiary, the achievement of target performance goals) and (C) the date on which such RSU Award was grantedCompany does not own or control, (y) with respect to each Company Optiondirectly or indirectly, of (A) the name and holder of such Company Option, (B) the number of any shares of capital stock of any other corporation or any interest in any partnership, joint venture, limited liability company or similar third party business enterprise or Person, nor does the Company Common Stock underlying such have the right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in, any other entity or Person. No Subsidiary of the Company Option, (C) owns any capital stock of the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Company40,000,000 Shares, par value $0.01 per share. As of the close of business on October 9December 1, 2023 2016 (the “Specified Company Capitalization Date”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) 17,568,445 Shares were issued and outstanding, all including 355,104 Restricted Shares, (ii) 1,129,984 Shares were reserved and available for issuance pursuant to the Company Stock Plans (of which 492,500 Shares were subject to outstanding Company Options) and 696,097 Shares were reserved and available for issuance pursuant to the ESPP (with 407 participants in the ESPP as of the Company Capitalization Date and an aggregate of $169,780.91 committed pursuant to outstanding rights under the ESPP as of the Company Capitalization Date) and (iii) no preferred shares of the Company’s capital stock were issued and outstanding. All the outstanding Shares are duly authorized, validly issued, fully paid and nonassessable, nonassessable and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b3.2(a) of the Company Disclosure Letter sets forth Schedule contains a true correct and complete list, as of the close Company Capitalization Date, of business all outstanding Company Options and Restricted Shares, including, in each case, the name of the Company Stock Plan under which such Company Options or Restricted Shares were granted, the name of the holder, and the exercise price of such Company Options. (b) Except as set forth in Section 3.2(a) above, as of the date of this Agreement (i) the Company does not have any shares of capital stock issued, reserved for issuance or outstanding other than the Shares that were outstanding on the Specified Company Capitalization Date or 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 Company Capitalization Date, and (xii) with respect there are no outstanding subscriptions, options, shares of restricted stock, restricted stock units, “phantom” stock rights, performance units, warrants, puts, calls, exchangeable or convertible securities issued or granted by Company or any of the Company Subsidiaries or any Contracts, rights, agreements or commitments to each RSU Award, which the Company or 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 or other equity interests of the name and holder of Company or any Company Subsidiary or securities convertible into or exchangeable for such RSU Awardshares or equity interests (in each case other than to the Company or a wholly owned Company Subsidiary), (B) the number of shares of Company Common Stock underlying issue, grant, extend or enter into any such RSU Award (assumingsubscription, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalsoption, the achievement of target performance goals) and (C) the date on which warrant, put, call, exchangeable or convertible securities or such RSU Award was grantedContract, (y) with respect to each Company Optionright, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Optionagreement or commitment, (C) redeem or otherwise acquire any Shares or other equity interests of the type (incentive Company or nonqualified) and any Company Subsidiary, or (D) make any payment to any Person the value of which is derived from or calculated based on the value of the Shares or other equity interests of the Company or any Company Subsidiary. Since the Company Capitalization Date until the date of this Agreement, the Company has not granted any Company Options, Restricted Shares or other equity or equity-based award to any of the directors, employees or independent contractors of the Company or any Company Subsidiaries. (c) All Company Options have been granted having a per share exercise price per shareat least equal to the fair market value of a Share on the date of grant, andand have not otherwise been subject to a “modification” or “extension” within the meaning of Section 409A of the Code and the Treasury Regulations thereunder. All grants of Company Options were validly issued and properly approved by the Company Board (or compensation committee thereof) in accordance with the applicable Company Stock Plan and applicable Laws. (d) There are no bonds, debentures, notes or other Indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Shares may vote. As of the date of this Agreement, the Company and the Company Subsidiaries have no outstanding indebtedness for borrowed money (and do not guarantee the outstanding Indebtedness for borrowed money of any other Person) other than indebtedness for borrowed money between the Company and any wholly owned Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Company. As of the close of business on October 9January 30, 2023 2015 (the “Specified Capitalization Date”), the authorized capital stock of the Company consisted of (i) 19,353,641 400,000,000 shares of Company Common Stock, of which 170,771,809 shares were issued and outstanding (inclusive of Company Restricted Shares) and 13,194,668 shares were held by the Company as treasury stock and (ii) 50,000,000 shares of the Company’s preferred stock, par value $0.01 per share (“Company Preferred Stock”), of which no shares were issued and outstanding. There are no other classes of capital stock of the Company authorized or issued and outstanding. All issued and outstanding shares of the capital stock of the Company have been, and all shares of Company Common Stock (including that may be issued pursuant to any Company Restricted Stock) were Plan will, when issued and outstanding, all of which were be duly authorized, validly issued, fully paid and nonassessablenon-assessable, and free no class of capital stock is entitled to preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of From the close of business on the Specified DateCapitalization Date through the date of this Agreement, there have been no issuances of shares of Company Common Stock, Company Preferred Stock or any other Equity Interests of the Company other than (i) 2,000 issuances of shares of Company Common Stock were issuable with respect pursuant to outstanding the exercise of Company Options with a weighted average exercise price of $6.98 per share and the vesting and settlement of Company Common StockRestricted Shares, Company Restricted Stock Units and Company Performance Share Awards, in each case, outstanding as of the Capitalization Date under the Company Equity Plan and (ii) 598,054 issuances of shares of Company Common Stock were issuable in respect under the terms of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards)the ESPPs. As of the close of business on the Specified Capitalization Date, there were no options, warrants, calls, commitments, agreements, convertible securities or any other rights to acquire capital stock from the Company had no Shares reserved for issuanceto which the Company is a party other than the ESPPs, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Company Restricted Shares, Company Restricted Stock Units and Company Performance Share Awards and RSU Awards described as set forth in clauses (iSection 3.5(b) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase PlanDisclosure Letter. Section 3.02(b3.5(b)(i) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Capitalization Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying subject to Company Options, Company Restricted Stock Units, Company Performance Share Awards, Company Restricted Shares or any other rights to purchase or receive Company Common Stock granted under the Company Equity Plan or otherwise (other than rights to purchase shares of Company Common Stock under the ESPPs), and with respect to each such RSU Award award (assumingexcept as set forth on such Section 3.5(b)(i) of the Company Disclosure Letter), the date of grant and the extent to which such award is vested. Not later than five (5) business days prior to the Effective Time, the Company will update such Section 3.5(b)(i) of the Company Disclosure Letter and provide such updated schedule to Parent. (c) No Indebtedness of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) generally with the holders of capital stock of the Company is issued or outstanding. (d) As of the date of this Agreement, (i) there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its subsidiaries except for purchases, redemptions or other acquisitions of capital stock (A) required by the terms of the Company Equity Plan or any other Company Plan, (B) in order to pay Taxes or satisfy withholding obligations in respect of such Taxes in connection with awards under the Company Equity Plan or otherwise, or (C) as required by the terms of, or necessary for the administration of, any plans, arrangements or agreements existing on the date hereof between the Company or any of its subsidiaries and any director or employee of the Company or any of its subsidiaries and (ii) there are no outstanding stock-appreciation rights, security-based performance units, “phantom” stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any of its subsidiaries is a party and pursuant to which any third party is or may be entitled to receive any payment or other value from the Company or its subsidiaries based on the stock price performance of the Company or any of its subsidiaries (other than under the Company Equity Plan or any other Company Plan set forth on Section 3.5(d) of the Company Disclosure Letter). (e) As of the date of this Agreement, except as otherwise set forth in this Section 3.5, with respect to any RSU Award that shares of Company Common Stock, Company Preferred Stock or other Equity Interests in the Company, there are (A) no voting trusts or similar agreements to which the Company is subject a party with respect to vesting based on the achievement voting of performance goalssuch shares, (B) to the achievement knowledge of target performance goals) the Company, no agreements to which the Company or its subsidiaries is a party restricting the transfer of such shares and (C) no outstanding contractual obligations of the date on which such RSU Award was grantedCompany to any third party (i) requiring the sale, (y) issuance or disposition of, or containing any right of first refusal with respect to each Company Optionsuch shares, of (Aii) requiring the name and holder registration for sale of such Company Option, shares or (Biii) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive to grant any preemptive or nonqualified) and (D) the exercise price per share, andanti-dilutive rights.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock 15,000,000 Shares, and 5,000,000 1,000 shares of preferred stock stock, $0.01 par value per share (“Company Preferred Stock”). 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 October 9February 7, 2023 (the “Specified Date”), 2007: (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) 5,588,556 Shares were issued and outstanding, (ii) no Shares were held in the treasury of the Company or by Subsidiaries of the Company, and (iii) no shares of the Company Preferred Stock were issued or outstanding. (b) Section 4.2(b) of the Company Disclosure Schedule lists the number of Shares reserved for future issuance pursuant to stock options granted and outstanding as of the date of this Agreement and the plans or other arrangements under which such options were granted (collectively, the “Company Stock Plans”) and sets forth a complete and accurate list of (i) all holders of outstanding options to purchase Shares (such outstanding options, the “Company Stock Options”), whether or not granted under the Company Stock Plans, and (ii) all persons holding unvested Shares, indicating with respect to each Company Stock Option and each unvested Share, as applicable, the number of Shares subject to such Company Stock Option, the relationship of the holder to the Company, and the exercise or purchase price, the date of grant or issuance, the repurchase price payable per unvested Share, length of the repurchase period following the holder’s termination of service, vesting schedule and the expiration date thereof, including the extent to which were any vesting has occurred as of the date of this Agreement, and whether (and to what extent) the vesting of such Company Stock Options or such Shares will be accelerated in any way by the transactions contemplated by this Agreement or upon termination of employment or service with the Company or the surviving Corporation, the Buyer or any Subsidiary of the Company following the Merger or otherwise. The Company has provided to the Buyer accurate and complete copies of all Company Stock Plans, and the forms of all stock option agreements evidencing Company Stock Options, and there are no agreements, understandings or commitments to amend, modify or supplement such documents. (c) Except (x) as set forth in this Section 4.2, and (y) as reserved for future grants under Company Stock Plans, (i) there are no equity securities of any class of the Company or any of its Subsidiaries (other than equity securities of any such Subsidiary that are directly or indirectly owned by the Company), or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of the Company or any of its Subsidiaries or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity 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. Neither the Company nor any of its Subsidiaries has outstanding any stock appreciation rights, phantom stock, performance-based rights or similar rights or obligations. There are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the capital stock of the Company or any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any Subsidiary of the Company or any other entity, other than guarantees of bank obligations of Subsidiaries of the Company entered into in the Ordinary Course of Business. Neither the Company nor any of its Affiliates is a party to or is bound by any, and to the Knowledge of the Company, there are no, agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries. There are no registration rights, and there is no rights agreement, “poison pill” anti-takeover plan or other agreement or understanding to which the Company or any of its Subsidiaries is a party or by which it or they are bound with respect to any equity security of any class of the Company or any of its Subsidiaries or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries. Table of Contents Agreement and Plan of Merger – Page 13 (d) Shareholders of the Company are not entitled to dissenters’ or appraisal rights under applicable state Law in connection with the Merger. (e) All outstanding Shares are, and all Shares subject to issuance as specified in Section 4.2(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 nonassessablenonassessable and not subject to or issued in violation of any Encumbrance, and free purchase option, call option, right of first refusal, preemptive rightsright, (ii) no shares of preferred stock subscription right or any similar right under any provision of the NJBCA, the Company’s certificate of incorporation or by-laws or any agreement to which the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasuryis a party or is otherwise bound. (bf) As All of the close of business on the Specified Date, (i) 2,000 outstanding shares of the Capital Stock of each of the Company’s Subsidiaries are validly issued, fully paid and nonassessable and are owned, directly or indirectly by the Company Common free and clear of any Encumbrances, and none of such outstanding shares of capital stock have been issued in violation of any preemptive or similar right, purchase option, call or right of first refusal. There are no outstanding options, warrants, calls, stock appreciation rights, or other rights or commitments or any other agreements of any character relating to the sale, issuance or voting of, or the granting of rights to acquire any shares of the capital stock of any of the Company’s Subsidiaries, or any securities or other instruments convertible into, exchangeable for or evidencing the right to purchase any shares of the capital stock of any of the Company’s Subsidiaries. (g) All Company Stock were issuable Options and all issued and outstanding Shares have been issued in compliance with respect to outstanding Company Options with a weighted average exercise price the Securities Act and any applicable state blue sky Laws. Any consents of $6.98 per share the holders of Company Common StockStock Options which are required in connection with the actions contemplated by Section 7.8 have been obtained, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As such actions so contemplated comport with the requirements of the close documents underlying any such derivative securities. Table of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andContents

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 200,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock stock, $0.01 par value per share (“Company Preferred Stock”). 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 October 9December 1, 2023 (the “Specified Date”)2005, (i) 19,353,641 34,785,202 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasurythe treasury of the Company or by Subsidiaries of the Company, and (iii) no shares of the Company Preferred Stock were issued or outstanding. (b) As Section 3.2(b) of the close of business on the Specified Date, (i) 2,000 Company Disclosure Schedule lists all issued and outstanding shares of Company Common Stock were issuable with respect that constitute restricted stock or that are otherwise subject to outstanding Company Options with a weighted average exercise price repurchase or redemption right or right of $6.98 per share first refusal in favor of Company Common Stockthe Company; the name of the applicable stockholder, the lapsing schedule for any such shares, including the extent to which any such repurchase or redemption right or right of first refusal has lapsed as of the date of this Agreement, whether (and to what extent) the lapsing will be accelerated in any way by the transactions contemplated by this Agreement or by termination of employment or change in position following consummation of the Merger, and whether such holder has the sole power to vote and dispose of such shares. (iic) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b3.2(c) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) Schedule lists the number of shares of Company Common Stock underlying reserved for future issuance pursuant to stock options granted and outstanding as of the date of this Agreement and the plans or other arrangements under which such RSU Award options were granted (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalscollectively, the achievement of target performance goals“Company Option Plans”) and sets forth a complete and accurate list of all holders of outstanding options to purchase shares of Company Common Stock (Csuch outstanding options, the “Company Stock Options”) under the date on which such RSU Award was grantedCompany Option Plans, (y) indicating with respect to each Company Stock Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying subject to such Company Stock Option, the relationship of the holder to the Company, and the exercise price, the date of grant, vesting schedule and the expiration date thereof, including the extent to which any vesting has occurred as of the date of this Agreement, and whether (Cand to what extent) the type vesting of such Company Stock Options will be accelerated in any way by the transactions contemplated by this Agreement. Section 3.2(c) of the Company Disclosure Schedule shows the number of shares of Company Common Stock reserved for future issuance pursuant to the Company 1999 Employee Stock Purchase Plan (incentive or nonqualifiedthe “Company ESPP”) and the number of shares of Company Common Stock reserved for future issuance pursuant to warrants or other outstanding convertible securities (Dother than Company Stock Options) to purchase shares of Company Common Stock outstanding as of the date of this Agreement (such outstanding warrants or other rights, the “Company Convertible Securities”) and the agreement or other document under which such Convertible Securities were granted and sets forth a complete and accurate list of all holders of Convertible Securities indicating the number and type of shares of Company Common Stock subject to each Company Convertible Security, and the exercise price per shareor conversion price, andthe date of grant and the expiration date thereof. The Company has provided to the Buyer accurate and complete copies of all Company Option Plans, the Company ESPP, the forms of all stock option agreements evidencing Company Stock Options and all Convertible Securities and any agreements related thereto. (d) Except (x) as set forth in this Section 3.2, and (y) as reserved for future grants under Company Option Plans or future issuance under the Company ESPP, (i) there are no equity securities of any class of the Company or any of its Subsidiaries (other than equity securities of any such Subsidiary that are directly or indirectly owned by the Company), or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of the Company or any of its Subsidiaries or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity 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. Neither the Company nor any of its Subsidiaries has outstanding any equity compensation arrangements other than the Company Option Plans and the Company ESPP and has no stock appreciation rights, phantom stock, performance-based rights or similar rights or obligations. There are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or the capital stock of the Company or any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any Subsidiary of the Company or any other entity, other than guarantees of bank obligations of Subsidiaries of the Company entered into in the ordinary course of business consistent with past practice (the “Ordinary Course of Business”) and listed in Section 3.2(d) of the Company Disclosure Schedule. Other than the Voting Agreements, neither the Company nor any of its Affiliates is a party to or is bound by any, and to the knowledge of the Company, there are no, agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries. For purposes of this Agreement, the term “Affiliate” when used with respect to any party shall mean any person who is an “affiliate” of that party within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Except as contemplated by this Agreement, there are no registration rights, and there is no rights agreement, “poison pill” anti-takeover plan or other agreement or understanding to which the Company or any of its Subsidiaries is a party or by which it or they are bound with respect to any equity security of any class of the Company or any of its Subsidiaries or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its Subsidiaries. (e) All outstanding shares of Company Common Stock are, and all shares of Company Common Stock subject to issuance as specified in Section 3.2(c) 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 by-laws or any agreement to which the Company is a party or is otherwise bound. (f) All of the outstanding shares of capital stock and other equity securities or interests of each of the Company’s Subsidiaries are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and all such shares (other than directors’ qualifying shares in the case of non-U.S. Subsidiaries, all of which the Company has the power to cause to be transferred for no or nominal consideration to the Buyer or the Buyer’s designee) are owned, of record and beneficially, by the Company or another Subsidiary of the Company free and clear of all mortgages, security interests, pledges, liens, charges or encumbrances of any nature (“Liens”) and agreements in respect of, or limitations on, the Company’s voting rights. (g) All Company Stock Options and Convertible Securities have been issued in compliance with the Securities Act and any applicable state blue sky laws. No consent of the holders of Company Stock Options is required in connection with the actions contemplated by Section 6.9, and such actions so contemplated comport with the requirements of the documents underlying any such derivative securities.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 140,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock and 5,000,000 shares Stock”), of preferred stock of the Company. As which, as of the close of business on October 931, 2023 (the “Specified Date”)2011, (i) 19,353,641 there were 25,195,499 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid outstanding (and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury), including 946,325 Restricted Shares and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share (the “Company Preferred Stock”), of which no shares are issued and outstanding or reserved for future issuance under any Contract. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. (b) As of the close of business on October 31, 2011, the Specified Date, (i) 2,000 Company had no shares of Company Common Stock were issuable with respect or Company Preferred Stock reserved for or otherwise subject to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stockissuance, and (ii) 598,054 except for 5,792,458 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the exercise of outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to Options under the Company Stock Options Plans and (C) 1,080,574 Shares 807,994 shares of Company Common Stock reserved for issuance pursuant to the exercise of outstanding Company Warrants, and as of the Closing Date, there shall be no Company Warrants outstanding. All shares of Company Common Stock subject to issuance under the Company Stock Purchase PlanOption Plans, 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. Section 3.02(b3.2(b)(i) of the Company Disclosure Letter Schedule sets forth a true an accurate and complete listlist of all issued and outstanding Company Options, as of the close of business on the Specified DateOctober 31, (x) with respect to each RSU Award2011, of including (A) the name and of each holder of such RSU AwardCompany Options, (B) the grant date and expiration date of such Company Options, (C) the number of outstanding, unvested Company Options held by each such holder, (D) the total number of shares of Company Common Stock subject to each such Company Option, (E) the exercise price of each Company Option and (F) the vesting schedule (including any vesting acceleration provisions) and vested status of each such Company Option. No Company Option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code. Section 3.2(b)(ii) of the Company Disclosure Schedule sets forth an accurate and complete list of all outstanding awards of Restricted Shares, as of the close of business on October 31, 2011, including (w) the name of each holder of an award of Restricted Shares, (x) the number of Shares initially subject to such award of Restricted Share, (y) the number of Restricted Shares subject to each such award of Restricted Shares and (z) the vesting schedule (including any vesting acceleration provisions) of each such award of Restricted Shares along with any and all elections made under Section 83(b) of the Code. All Company Options and Restricted Shares are evidenced by stock option or restricted stock agreements, in each case in the forms set forth in Section 3.2(b)(iii) of the Company Disclosure Schedule, and no such stock option agreement or restricted stock agreement contains terms that are inconsistent with or in addition to such forms. Each Company Option and each Restricted Share may, by its terms, be treated as set forth in Section 2.4. Section 3.2(b)(iv) of the Company Disclosure Schedule sets forth an accurate and complete list of all issued and outstanding Company Warrants, as of the close of business on October 31, 2011, including (A) the name of each holder of Company Warrants, (B) the number of Company Warrants held by each such holder, (C) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) Warrant and (D) the exercise price, expiration date and vesting schedule (including any vesting acceleration provisions) and any conditions to exercise of each such Company Warrant. Accurate and complete copies of all Company Warrants have been provided or made available to Parent. All Company Warrants have been issued and granted in compliance with applicable Law and all requirements set forth in the applicable Contracts related to such Company Warrants. (c) Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes, and the award agreement governing such grant was duly executed and delivered by each party thereto. Each such grant was made in accordance with the terms of the applicable Company Stock Option Plan, the Exchange Act and all other applicable Laws, including the rules of NASDAQ. The per share exercise price per shareof each Company Option was at least equal to the fair market value of a share of Company Common Stock on the applicable Grant Date (as determined in accordance with the terms of the applicable Company Stock Option Plan and Sections 409A and 422 of the Code), andand each such grant was properly accounted for 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 Exchange Act and all other applicable Laws. The Company has not granted, and there is not, and has not been, any Company policy or practice to grant, Company Options prior to, or otherwise coordinate the grant of Company Options with, the release or other public announcement of material information regarding the Company or any of the Company Subsidiaries or any of their financial results or prospects. (d) Except for the Company Options and the Company Warrants set forth in Section 3.2(b), as of October 31, 2011, there were no options, warrants or other rights, agreements, arrangements or commitments of any character (i) relating, convertible into or exchangeable for capital stock of any other Equity Interests of the Company or any Company Subsidiary or (ii) obligating the Company or any Company Subsidiary to issue, acquire or sell any Equity Interests of the Company or any Company Subsidiary. Since the close of business on December 31, 2010, the Company has not issued any shares of its capital stock or other Equity Interests or securities convertible into or exchangeable for capital stock or other Equity Interest of the Company. (e) There are no outstanding obligations of the Company or any Company Subsidiary (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any shares of Company Common Stock or other Equity Interests in the Company or any Company Subsidiary. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, for each Company Subsidiary, as applicable: (i) its authorized capital stock or other Equity Interests, (ii) the number of its outstanding shares of capital stock or other Equity Interests and type(s) of such outstanding shares of capital stock or other Equity Interests and (iii) the record owner(s) thereof. The Company or another Company Subsidiary owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other Equity Interests of each of the Company Subsidiaries, free and clear of any Liens (other than transfer and other restrictions under applicable federal and state securities Laws), and all of such shares of capital stock or other Equity Interests have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Except for Equity Interests in the Company Subsidiaries, neither the Company nor any Company Subsidiary owns directly or indirectly any Equity Interest in any Person (including the Company), or has any obligation or has made any commitment to acquire any such Equity Interest, to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. Since the close of business on December 31, 2010, no Company Subsidiary has issued any shares of capital stock or other Equity Interests.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 200,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock and 5,000,000 shares Stock”), of preferred stock of the Company. As which, as of the close of business on October 9April 27, 2023 2012, there were 44,743,245 shares issued and outstanding (the “Specified Date”), (i) 19,353,641 excluding 26,543 shares of Company Common Stock held in treasury) and (including ii) 5,000,000 shares of preferred stock, par value $0.001 per share (the “Company Restricted Preferred Stock) were ”), of which no shares are issued and outstandingoutstanding or reserved for future issuance under any Contract. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, all of which were duly authorized, validly issued, fully paid and nonassessable, nonassessable and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on April 27, 2012, the Specified Date, (i) 2,000 Company has no shares of Company Common Stock were issuable with respect or Company Preferred Stock reserved for or otherwise subject to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stockissuance, and (ii) 598,054 except for 5,243,724 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the exercise of outstanding Company Options under the Company Stock Options Plans. All shares of Company Common Stock subject to issuance under the Company Stock Option Plans, 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. The Company has made available or will make available as soon as practicable after the date hereof to Parent and the Purchaser an accurate and complete list of all issued and outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified DateApril 27, (x) with respect to each RSU Award2012, of including (A) the name and of each holder of such RSU AwardCompany Options, (B) the date on which the grant of each Company Option was by its terms to be effective (the “Grant Date”) and the expiration date of such Company Options, (C) the number of outstanding, unvested Company Options held by each such holder, (D) the total number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (BE) the exercise price of each Company Option, (F) the vesting schedule (including any vesting acceleration provisions) and vested status of each such Company Option, and (G) whether such Company Option is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code. All Company Options are evidenced by stock option agreements, in each case in the forms made available by the Company to Parent and the Purchaser, and no stock option agreement contains terms that are inconsistent with or in addition to such forms. (c) Each grant of a Company Option was duly authorized no later than the Grant Date of such Company Option by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes. Each such grant was made in all material respects in accordance with the terms of the applicable Company Stock Option Plan, the Exchange Act and all other applicable Laws, including the rules of NASDAQ. The per share exercise price of each Company Option was equal to no less than the fair market value of a share of Company Common Stock on the applicable Grant Date (as determined in accordance with the terms of the applicable Company Stock Option Plan and Section 409A of the Code), and each such grant was properly accounted for 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 Exchange Act and all other applicable Laws. The Company has not granted, and there is not, and has not been, any Company policy or practice to grant, Company Options prior to, or otherwise coordinate the grant of Company Options with, the release or other public announcement of material information regarding the Company or any of the Company Subsidiaries or any of their financial results or prospects. (d) Except for the Company Options set forth in Section 3.2(b), there are no options, warrants or other rights, agreements, arrangements or commitments of any character (i) relating, convertible into or exchangeable for capital stock of any other Equity Interests of the Company or any Company Subsidiary or (ii) obligating the Company or any Company Subsidiary to issue, acquire or sell any Equity Interests of the Company or any Company Subsidiary. Since the close of business on December 31, 2011, the Company has not issued any shares of its capital stock or other Equity Interests or securities convertible into or exchangeable for capital stock or other Equity Interest of the Company. (e) There are no outstanding obligations of the Company or any Company Subsidiary (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive rights with respect to, any shares of Company Common Stock underlying such or other Equity Interests in the Company Optionor any Company Subsidiary. (f) Section 3.2(f) of the Company Disclosure Schedule sets forth, for each Company Subsidiary, as applicable: (i) its authorized capital stock or other Equity Interests, (Cii) the type (incentive number of its outstanding shares of capital stock or nonqualifiedother Equity Interests and type(s) of such outstanding shares of capital stock or other Equity Interests and (Diii) the exercise price per sharerecord owner(s) thereof. The Company or another Company Subsidiary owns, anddirectly or indirectly, all of the issued and outstanding shares of capital stock or other Equity Interests of each of the Company Subsidiaries, free and clear of any Liens, and all of such shares of capital stock or other Equity Interests have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Except for Equity Interests in the Company Subsidiaries, neither the Company nor any Company Subsidiary owns directly or indirectly any Equity Interest in any Person (including the Company), or has any obligation or has made any commitment to acquire any such Equity Interest, to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other Person. Since the close of business on December 31, 2010, no Company Subsidiary has issued any shares of capital stock or other Equity Interests.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 100,000,000 shares of Company Class A Common Stock, 100,000,000 shares of Class B Common Stock and 5,000,000 10,000,000 shares of preferred stock of the CompanyPreferred Stock, $.0001 par value ("Preferred Stock"). As of the close of business on October 9March 31, 2023 (the “Specified Date”)2001, (i) 19,353,641 39,019,243 shares of Company Class A Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, are validly issued, fully paid and nonassessable, nonassessable and were issued free of preemptive or similar rights, (ii) no shares of preferred stock Common Stock were held by Subsidiaries of the Company, (iii) 10,286,317 shares of Class A Common Stock were issuable upon the exercise of Company Options then outstanding, (iv) 8,682,582 shares of unissued Common Stock were reserved for issuance under Company Employee Plans, (v) 244,004 shares of Class A Common Stock were issuable upon the exercise of Company Warrants then outstanding, (vi) 24,550,708 shares of Class B Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable and were issued free of preemptive or similar rights and (iiivii) no shares of Preferred Stock were issued and outstanding. Between March 31, 2001 and the date of this Agreement, the Company has not issued or reserved for issuance any Class A Common Stock, Company Options or other Equity Interests of the Company, except the issuance of Class A Common Stock were held as a result of the exercise of Company Options outstanding at March 31, 2001. Between December 31, 2000 and the date of this Agreement, neither the Company nor any of its Subsidiaries has declared or paid any dividend or distribution in treasuryrespect of any of its Equity Interests and neither the Company nor any of its Subsidiaries has repurchased, redeemed or otherwise acquired any Equity Interests of the Company or any of its Subsidiaries, and the Board of Directors has not resolved to do any of the foregoing. (b) As Neither the Company nor any of its Subsidiaries owns any Minority Investments in any Person that is not a Subsidiary. All of the close outstanding Equity Interests of business the Company's Subsidiaries and all of the Equity Interests of the Minority Investments owned by the Company or its Subsidiaries are duly authorized, validly issued, fully-paid and nonassessable, and all such shares are owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, charges or other encumbrances of any nature whatsoever ("Liens") or any other limitation or restriction (including any restriction on the Specified Dateright to vote, (i) 2,000 shares sell or otherwise dispose of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awardssuch Equity Interests) and Restricted Stock Awards were issued in compliance with all applicable federal and state securities Laws. (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (Ac) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b3.3(c) of the Company Disclosure Letter Schedule sets forth a true the total outstanding Company Options and complete list, Company Warrants as of March 31, 2001 (other than all Underwater Warrants and all Company Options that have an exercise price per share that is equal to or greater than the close of business on Consideration), together with the Specified Date, (x) with respect to each RSU Award, of (A) aggregate exercise price therefor and the name and holder of such RSU Award, (B) the total number of shares of Company Common Stock underlying such RSU Award (assumingsubject thereto. Except as set forth in Section 3.1 or 3.11 or this Section 3.3, with respect to as of the date of this Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any RSU Award that is subject to vesting based character binding on the achievement Company or any of performance goalsits Subsidiaries relating to the issued or unissued Equity Interests of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, sell, repurchase, redeem or otherwise acquire any Equity Interests of the Company or any of its Subsidiaries. (d) As of the date hereof, the achievement only outstanding indebtedness for borrowed money of target performance goalsthe Company and its Subsidiaries is set forth in Section 3.3(d) and (C) of the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andDisclosure Schedule.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 60,000,000 shares of the common stock of the Company, par value $.01 per share (the “Company Common Stock Stock”) and 5,000,000 shares of preferred stock of stock, par value $.01 per share (the Company“Company Preferred Stock”). As of the close of business on October 9March 31, 2023 2005 (the “Specified DateCut-off Time”), (i) 19,353,641 41,535,088 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all and (ii) 5,832,715 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding Company Options. From the Cut-off Time to the date of this Agreement, no additional shares of Company Common Stock have been issued (other than pursuant to Company Options which were outstanding as of the Cut-off Time and are disclosed in Section 3.2(a) of the Company Disclosure Letter as contemplated below), no additional Company Options have been issued or granted, and there has been no increase in the number of shares of Company Common Stock issuable upon exercise of the Company Options from those issuable under such Company Options as of the Cut-off Time. As of the date of this Agreement, (i) 389,323 shares of Company Common Stock are held in the treasury of the Company, and (ii) there are no shares of Company Preferred Stock issued and outstanding or held in treasury. Except for the treasury shares described above in this Section 3.2, neither the Company nor any of its Subsidiaries directly or indirectly owns any shares of Company Common Stock. No bonds, debentures, notes or other indebtedness 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 are issued or outstanding. All issued and outstanding shares of the Company’s capital stock are, and all shares that may be issued or granted pursuant to the exercise of Company Options will be, when issued or granted in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable, non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except for the Company Options and the Company Series A Preferred Stock purchase rights (iithe “Company Rights”) issued pursuant to the Rights Agreement, dated as of September 12, 1997, between the Company and American Stock Transfer & Trust Company, as amended to date (the “Company Rights Agreement”), there are no outstanding or authorized (x) options, warrants, preemptive rights, subscriptions, calls or other rights, convertible securities, agreements, stock appreciation rights, phantom equity or other claims or commitments of any character (including “rights plans” or “poison pills”) obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of preferred capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (y) contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company were issued and outstandingor any of its Subsidiaries or any such securities or agreements listed in clause (x) of this sentence, and or (iiiz) no shares voting trusts or similar agreements to which the Company or any of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable its Subsidiaries is a party with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As the voting of the close capital stock of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants or any of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Planits Subsidiaries. Section 3.02(b3.2(a) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) following information with respect to each RSU Award, Company Option outstanding as of the Cut-off Time: (Ai) name of the name and holder of such RSU Award, holder; (Bii) the number of shares of Company Common Stock underlying issuable upon exercise thereof; (iii) exercise price; (iv) issue date; (v) termination date; and (vi) whether such RSU Award option contains any put, redemption or similar feature. At the Effective Time, there will not be any outstanding subscriptions, options, warrants, calls, preemptive rights, subscriptions, or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character by which the Company or any of its Subsidiaries will be bound calling for the purchase or issuance of any shares of the capital stock of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or any other such securities or agreements. No additional shares shall be issued and all necessary action has been take to render the Company Rights inapplicable to the Merger. (assumingi) All of the issued and outstanding shares of capital stock (or equivalent equity interests of entities other than corporations) of each of the Company’s Subsidiaries are owned, directly or indirectly, by the Company free and clear of any Liens, other than statutory Liens for Taxes not yet due and payable and such other restrictions as may exist under applicable Law, and all such shares or other ownership interests have been duly authorized, validly issued and are fully paid and non-assessable and free of preemptive rights, with respect no personal liability attaching to any RSU Award that is subject to vesting based on the achievement of performance goalsownership thereof, the achievement of target performance goals) and (Cii) neither the date on which Company nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, except for (A) shares of capital stock or other securities of non-affiliates that (x) do not constitute more than a 5% interest in such RSU Award was granted, non-affiliates or (y) with respect to each Company Option, of have an aggregate value (Aper issuer) the name that does not exceed $100,000 and holder of such Company Option, (B) the number securities of shares the Subsidiaries of the Company. Neither the Company Common Stock underlying such nor any Subsidiary of the Company Optionis obligated to make any capital contribution to or other investment in any other Person. (c) No material indebtedness of the Company or any of its Subsidiaries contains any restriction upon (i) the prepayment of any indebtedness of the Company or any of its Subsidiaries, (Cii) the type incurrence of indebtedness by the Company or any of its Subsidiaries, or (incentive or nonqualified) and (Diii) the exercise price per share, andability of the Company or any of its Subsidiaries to grant any Lien on the properties or assets of the Company or any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 15,000,000 shares of Company Stock consisting of 10,000,000 shares of common stock, par value $.001 per share (the “Common Stock Stock”), and 5,000,000 shares of preferred stock of the Company. As of the close of business on October 9stock, 2023 par value $.001 per share (the “Specified DatePreferred Stock”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on November 30, 2007 (the Specified “Capitalization Date”), 3,357,809 shares of Common Stock were issued and outstanding, no shares of Common Stock were held in the treasury of Company, and no shares of Preferred Stock were issued or outstanding. All of the outstanding shares of Company Stock and of the Company had Sub’s capital stock have been validly issued, fully paid and non-assessable, are not subject to preemptive rights and have been issued in compliance with all applicable federal and state securities laws, rules and regulations. From the close of business on the Capitalization Date through the date of this Agreement, (i) no Shares reserved for issuanceCompany Stock Options or other options to acquire shares of Common Stock or Preferred Stock have been granted, and (ii) no shares of Common Stock or Preferred Stock have been issued or become outstanding, or have been sold or transferred from the treasury of the Company, except for (A) the shares reserved for issuance Common Stock issued or sold from treasury pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants exercise of Company OptionsStock Options outstanding on the date hereof in accordance with their terms. Company Sub is, Restricted and C▇▇▇▇ is and at all times prior to the Spin Off will be, wholly owned by the Company. Company has good and marketable title to the stock of Company Sub and Company has, and at all time prior to the Spin Off will have, good and marketable title to the stock of C▇▇▇▇, which in each case is set forth on the Company Disclosure Letter (“Sub Stock”). (b) Except for Company Stock Awards and RSU Awards Options covering (as of the close of business on the Capitalization Date) 337,700 shares of Company Stock granted pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant Option Plans, there are no outstanding options, warrants or other rights in or with respect to the unissued shares of Common Stock, Preferred Stock or Sub Stock nor any securities convertible into such stock, nor any rights to acquire from Company, Company Stock Purchase PlanSub or C▇▇▇▇ issued or unissued capital stock of Company, Company Sub or C▇▇▇▇, and none of Company, Company Sub or C▇▇▇▇ is obligated to issue any additional shares of its capital stock or any additional options, warrants or other rights in or with respect to the unissued shares of such stock or any other securities convertible into such stock. Section 3.02(b4.2(b) of the Company Disclosure Letter sets forth a true and complete list, list (the “Company Option List”) as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) Capitalization Date setting forth the name and of each holder of such RSU Awarda Company Stock Option, (B) the number of shares of Company Common Stock underlying covered by each such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalsoption, the achievement vesting schedule of target performance goals) and (C) the date on which each such RSU Award was grantedoption, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per shareshare and the expiration date of each such option. (c) No bonds, anddebentures, notes or other indebtedness having the right to vote on any matters on which stockholders of Company, Company Sub or C▇▇▇▇ may vote are issued and outstanding. Except in respect of the issuance of Company Stock upon the exercise of Company Stock Options, there are no outstanding obligations of Company, Company Sub or C▇▇▇▇ to repurchase, redeem or otherwise acquire any options, warrants or other rights in or with respect to the Common Stock, Preferred Stock, Sub Stock or any securities convertible into such stock (other than with respect to the payment of or withholding of shares to cover the exercise price or statutory tax withholding as permitted under the terms of the applicable Company Stock Options or as expressly provided in Section 2.3).

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 40,000,000 shares of Company Common Stock. As of September 25, 2008, (i) 17,067,358 shares of Company Common Stock are issued and 5,000,000 outstanding (including 257,225 shares of preferred stock of the Company. As of the close of business on October 9, 2023 (the “Specified Date”Company Restricted Stock), all of which are duly authorized, validly issued, fully-paid and non-assessable, (iii) 19,353,641 2,104,319 shares of Company Common Stock are held in the treasury of the Company, (including iii) Company Options to purchase an aggregate of 2,155,086 shares of Company Common Stock are outstanding and (iv) Company Restricted StockStock Units to receive an aggregate of 472,800 shares of Company Common Stock are outstanding. Between September 25, 2008 and the date hereof, no shares of Company Common Stock have been issued by the Company except (A) upon the exercise of outstanding Company Options, (B) in connection with the settlement of Company Restricted Stock Units, and (C) purchases made pursuant to the Company ESPP. There are no bonds, debentures, notes or other indebtedness or securities of the Company that have the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which Company Stockholders may vote. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company are issued or outstanding. Section 3.3(a) of the Company Disclosure Letter sets forth a complete and correct list, as of the date of this Agreement, of all rights to purchase any issued or unissued capital stock of the Company and the Company Subsidiaries, or obligating the Company or any of the Company Subsidiaries to issue, grant or sell any shares of capital stock of, or other equity interests in, or securities convertible into equity interests in, the Company or any of the Company Subsidiaries and any preemptive rights relating to the Company or the Company Subsidiaries. All shares of Company Common Stock subject to issuance as described above shall, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, be duly authorized, validly issued, fully paid and nonassessable. No shares of Company Common Stock were issued issued, and outstandingno Company Options were granted, all in violation of which were preemptive rights of any Person. No shares of Company Common Stock are held by any Company Subsidiary. (b) As of the date hereof, none of the Company or any of the Company Subsidiaries has, nor on the Closing will any of them have (except as permitted by Section 5.2), any contractual or other obligation to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any of the Company Subsidiaries, or make any investment (in the form of a loan, capital contribution or otherwise) in any of the Company Subsidiaries or any other Person, except in connection with the Company’s right to accept shares of Company Common Stock in payment of the exercise price or withholding Taxes incurred by any holder in connection with the exercise of Company Options, the vesting of restricted stock awards or the settlement of Company Restricted Stock Units. All of the outstanding shares of capital stock and voting securities of each Company Subsidiary are owned, directly or indirectly, by the Company and are duly authorized, validly issued, fully paid and nonassessable, and free were issued without violation of preemptive rightsrights of any Person, (ii) no and those shares of preferred capital stock and voting securities of each of the Company were Subsidiaries owned by the Company, directly or indirectly, are free and clear of all Liens. Except as otherwise set forth in this Section 3.3 or in the Company Disclosure Letter, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued and outstandingor unissued capital stock or other securities of any Company Subsidiary, and (iii) no shares of or otherwise obligating the Company Common Stock were held in treasuryor any Company Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. (bc) As of the close of business on the Specified Datedate hereof, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, neither the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) nor any of the Company Disclosure Letter sets forth a true and complete listSubsidiaries owns, as or has any contractual or other obligation to acquire, any equity securities or other securities of any Person (other than Company Subsidiaries) or any direct or indirect equity or ownership interest in any other business nor will the Company or any Company Subsidiary have any of the close of business foregoing on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andClosing Date except as permitted by Section 5.2.

Capitalization. (a) The authorized capital stock of the Company Target consists of 50,000,000 shares an unlimited number of Company Common Stock Shares, an unlimited number of First Preferred Shares, issuable in series, and 5,000,000 shares of preferred stock of the Company33,964,324 class A shares. As of the close of business on October 9the Business Day prior to the date of this Agreement, 2023 (the “Specified Date”), (i) 19,353,641 shares of Company there were 96,544,880 Common Stock (including Company Restricted Stock) were Shares issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were 5,000,000 First Preferred Shares Series 5 issued and outstanding, 5,000,000 First Preferred Shares Series 9 issued and (iii) no shares outstanding, 175,000 First Preferred Shares Series 11 and 150,000 First Preferred Shares Series 12 issued and outstanding. All outstanding Common Shares and First Preferred Shares have been duly authorized and validly issued, are fully paid and non-assessable. All dividends or distributions on Common Shares and First Preferred Shares that have been declared or authorized as of Company Common Stock were held the close of business on the Business Day prior to the date of this Agreement, have been paid in treasuryfull. All outstanding securities of the Target and its Subsidiaries have been issued in compliance with all applicable Laws. (b) As of the close of business on the Specified DateBusiness Day prior to the date of this Agreement, (i) 2,000 shares of Company there were 2,258,245 Common Stock were Shares issuable with respect to outstanding Company Options with a weighted average upon the exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards Options. Paragraph 6(b) of the Target Disclosure Letter contains a list of the Options, with details regarding the exercise price, whether such Options are vested or unvested and the participants to whom such Options have been granted. The Share Incentive Plan and the issuance of securities under such plan (assuming a target level including all outstanding Options) have been duly authorized by the Board in compliance with Law and the terms of performance under performancethe Share Incentive Plan and, upon issuance, will be validly issued as fully paid and non-based awards and full vesting of time-based awardsassessable. (c) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified DateBusiness Day prior to the date of this Agreement, there were 424,476 PSUs outstanding, 324,354 DSUs outstanding and 789,709 RSUs outstanding. Paragraph 6(c) of the Company had no Shares reserved for issuanceTarget Disclosure Letter contains a list of such outstanding PSUs, except for DSUs and RSUs, with details regarding whether such securities are vested or unvested and the participants to whom such securities have been granted. (d) Except pursuant to (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Awardthis Agreement, (B) the number terms of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company OptionFirst Preferred Shares, (C) the type (incentive or nonqualified) and NVCC Provisions, (D) the exercise price per shareDRIP, andand (E) rights under the Share Incentive Plan and the ESPP, there are no: (i) options, equity-based awards, warrants, conversion, pre-emptive, redemption, repurchase, stock appreciation or other rights, or any other agreements, arrangements, instruments or commitments of any kind to which the Target or any of its Subsidiaries are a party that obligate the Target or any of its Subsidiaries to, directly or indirectly, issue or sell any securities of the Target or of any of its Subsidiaries, or give any Person a right to subscribe for or acquire, any securities of the Target or any of its Subsidiaries; or (ii) obligations of the Target or any of its Subsidiaries to repurchase, redeem or otherwise acquire any securities of the Target or any of its Subsidiaries or, other than as contemplated by this Agreement, with respect to the voting or disposition of any securities of the Target or any of its Subsidiaries. (e) There are no notes, bonds, debentures or other evidences of indebtedness or any other agreements, arrangements, instruments or commitments of any kind that give any Person, directly or indirectly, the right to vote with holders of Common Shares on any matter except as required by Law.

Capitalization. (a) The authorized share capital stock of the Company consists of 50,000,000 shares of 1,200,000,000 Company Common Stock Shares and 5,000,000 shares of 6,000,000 preferred stock of the Companyshares, par value 1/6 cent per share. As of At the close of business on October 9March 27, 2023 2015 (the “Specified Capitalization Date”), (i) 19,353,641 43,799,253 Company Shares (excluding any treasury shares of which may be deemed to be issued) and 6,000,000 Company Common Stock (including Company Restricted Stock) Preferred Shares were issued and outstanding, (ii) 1,314,588 Company Shares were held by the Company and its Subsidiaries as treasury shares, (iii) 1,302,811 Company Shares were issuable in respect of outstanding Company Fixed RSUs and (iv) 828,920 Company Shares were issuable in respect of outstanding Company Variable RSUs (assuming attainment of all applicable performance goals at the maximum level for payout). Since the Capitalization Date through the date of which this Agreement, other than in connection with the vesting or settlement of Share Units in accordance with their terms, neither the Company nor any of its Subsidiaries has (1) issued any Company Securities or incurred any obligation to make any payments based on the price or value of any Company Securities or dividends paid thereon that were outstanding as of the Capitalization Date, other than dividend equivalents with respect to Share Units, or (2) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any shares of the Company’s capital stock. Section 3.02(a) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, on a holder-by-holder basis, of the following information: the number of Company Shares subject to any outstanding Company Fixed RSUs, the number of Company Shares subject to any outstanding Company Variable RSUs at target level and maximum level, the grant dates and the vesting schedules. (b) Except as described in this Section 3.02, as of the Capitalization Date, there were (i) no outstanding shares of capital stock of, or other equity or voting interests in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, the Company, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligate the Company to issue, any capital stock of, or other equity or voting interests in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, the Company, (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests in, the Company (the items in clauses (i), (ii), (iii) and (iv) being referred to collectively as “Company Securities”) and (v) 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 the Share Units, there are no outstanding agreements or instruments of any kind that obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities (or obligate the Company to grant, extend or enter into any such agreements relating to any Company Securities) or that grant any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Company Securities. Except as described in this Section 3.02, no direct or indirect Subsidiary of the Company owns any Company Shares. None of the Company or any Subsidiary of the Company is a party to any shareholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Company Securities or any other agreement relating to the disposition, voting or dividends with respect to any Company Securities. No holder of securities in the Company or any of its Subsidiaries has any right to have such securities registered by the Company or any of its Subsidiaries. All outstanding Company Shares and Company Preferred Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. (c) The Company Shares and the Company Preferred Shares constitute the only outstanding classes of securities of the Company or its Subsidiaries registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). (d) Section 3.02(d) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, the name and jurisdiction of organization of each Subsidiary of the Company. All of the outstanding 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, 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 of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) 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, validly issued, fully paid and nonassessablepaid, nonassessable and free of preemptive rights, (ii) 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 preferred 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 of the Company. None of the Subsidiaries of the Company were issued and outstandinghas any outstanding equity compensation plans relating to the capital stock of, and (iii) no shares or other equity or voting interests in, any Subsidiary of the Company. Other than with respect to the Trust Preferred Securities, neither the Company Common Stock were held in treasurynor any of its Subsidiaries has any obligation to make any payments based on the price or value of any securities of any Subsidiary of the Company or dividends paid thereon. (be) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b3.02(e) of the Company Disclosure Letter Schedule sets forth a true and complete listforth, as of the close date of business on this Agreement, all of the Specified Dateshares of capital stock of, or other equity or voting interests in, each Blue Capital Entity that are owned, directly or indirectly, beneficially and of record, by the Company or by any Subsidiary of the Company (x) with respect to each RSU Awardthe “Blue Capital Securities”). All of the Blue Capital Securities are owned by the Company or its Subsidiaries, as applicable, free and clear of all Liens and material transfer restrictions other than transfer restrictions, of (A) general applicability as may be provided under the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive Securities Act or nonqualified) and (D) the exercise price per share, andother applicable securities Laws.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 seventy-five million (75,000,000) shares of Company Common Stock Stock, seven hundred fifty thousand (750,000) shares of Series A preferred stock, par value $0.01 per share (“Series A Preferred Stock”), and 5,000,000 ten million (10,000,000) shares of preferred stock of the Companystock, par value $0.01 per share (“Company Preferred Stock”). As of the close of business on October 9August 24, 2023 2012 (the “Specified Capitalization Date”), (i) 19,353,641 22,436,562 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all outstanding (which includes 1,022,902 shares of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rightsCompany Restricted Stock that will be cancelled in accordance with Section 2.08), (ii) no shares of preferred stock Company Common Stock were held in the treasury of the Company were issued and outstandingCompany, and (iii) no shares of Company Common Stock were held in treasury. by the Company Subsidiaries, and (biv) As of the close of business on the Specified Date, (i) 2,000 1,536,425 shares of Company Common Stock were issuable with respect reserved for future issuance pursuant to outstanding Company Options with a weighted average exercise price Stock Options, Company RSUs and other purchase rights granted pursuant to the Company Incentive Plans (the “Company Stock Awards”). As of $6.98 per share the Capitalization Date, no shares of Series A Preferred Stock or Company Preferred Stock were issued and outstanding. Since and including the Capitalization Date, the Company has not issued or granted any Company Common Stock, and Stock (ii) 598,054 other than the issuance of shares of Company Common Stock were issuable in respect upon the exercise of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Company Stock Awards (assuming a target level issued prior to the date of performance under performance-based awardsthis Agreement), Series A Preferred Stock, Company Preferred Stock or Company Stock Awards. As All of the close outstanding shares of business on Company Common Stock are, and all shares of Company Common Stock that may be issued as permitted by this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and issued free of any pre-emptive rights. Except as set forth in this Section 3.03, there are no (i) options, warrants or other rights, agreements, arrangements or commitments of any character relating to the Specified Dateissued or unissued capital stock of the Company or any Company Subsidiary to which the Company or any Company Subsidiary is a party or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock or Voting Debt of, or other equity or voting interests in (or securities convertible into or exchangeable for shares of capital stock or Voting Debt of, or other equity or voting interests in), the Company had no Shares reserved for issuanceor any Company Subsidiary or (ii) restricted shares, except for restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights, bonds, debentures, notes or other indebtedness of the Company or any of the Company Subsidiaries that are, in each case, derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company or any Company Subsidiary, in each case that have been issued by the Company or any Company Subsidiary (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described items in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants together with the capital stock of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase PlanSubsidiaries, being referred to collectively as “Company Securities”). Except as set forth in this Section 3.02(b3.03, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Company Securities, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person. (b) Section 3.03(b) of the Company Disclosure Letter sets forth as of the close of business on the Capitalization Date a true and complete listcorrect list of each outstanding Company Stock Option granted under the Company Incentive Plans, including: the holder thereof; the number of shares of Company Common Stock subject thereto; the Company Incentive Plan under which such Company Stock Options were granted or issued; and the exercise ▇▇▇▇▇, ▇▇▇▇▇ or issue date and expiration date for each such Company Stock Option. All shares of Company Common Stock subject to issuance under the Company Incentive Plans, upon issuance in accordance with 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 issued free of any pre-emptive rights. (c) Section 3.03(c) of the Disclosure Letter sets forth, as of the close of business on the Specified Capitalization Date, a true and correct list of each outstanding Company RSU granted under the Company Incentive Plans, including: the holder thereof; the Company Incentive Plan under which such Company RSUs were granted or issued; and the grant or issue date and expiration date for each such Company RSU. (xd) with respect Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and was issued free of any pre-emptive rights, and each such share is owned by the Company free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company’s or any Company Subsidiary’s voting rights, charges and other encumbrances of any nature whatsoever. (e) No bonds, debentures, notes or other indebtedness of the Company having the right to each RSU Awardvote (or convertible into or exercisable for securities having the right to vote) (collectively, “Voting Debt”) on any matters on which stockholders of the Company may vote are issued or outstanding. (Af) Neither the name and holder of such RSU AwardCompany nor any Company Subsidiary is a party to an agreement (i) restricting the transfer of, (Bii) relating to the number voting of, or (iii) requiring the registration under any securities Law for sale of shares of any Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andSecurities.

Capitalization. (a) The As of the date of this Agreement, the authorized shares of capital stock of the Company consists consist of 50,000,000 80,000,000 shares of Company Common Stock and 5,000,000 20,000,000 shares of preferred stock of the Company. As of the close of business on October 9stock, 2023 (the “Specified Date”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of par value $6.98 0.001 per share of Company Common (“Preferred Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards”). As of the close of business on May 26, 2014 (the Specified “Capitalization Date”), (i) 16,269,765 shares of Common Stock were issued and outstanding, (ii) 1,718,804 of Common Stock were reserved for issuance under the Company Stock Plans, (iii) zero shares of Preferred Stock were issued and outstanding, and (iv) 31,626 shares of Common Stock or Preferred Stock were held by the Company as treasury shares. All outstanding shares of Common Stock are validly issued, fully paid, nonassessable and free of preemptive or similar rights. Since the Capitalization Date, the Company has not sold or issued or repurchased, redeemed or otherwise acquired any shares of the Company’s capital stock (other than issuances pursuant to the exercise of any Company Option or vesting of any share unit award that had no Shares reserved for issuancebeen granted under any Company Stock Plan, except for or repurchases, redemptions or other acquisitions pursuant to agreements contemplated by a Company Stock Plan). No Subsidiary of the Company owns any Equity Securities of the Company. (Ab) As of the Capitalization Date, with respect to the Company Stock Plans, (i) there were 1,707,043 shares of Common Stock underlying outstanding Company Options to acquire shares of Common Stock, such outstanding Company Options having the exercise price per share as of the Capitalization Date as set forth on Schedule 3.2, (ii) there were 11,761 shares of Common Stock issuable upon the vesting of outstanding share award units, and (iii) 5,382,838 additional shares of Common Stock were reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional future grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares Plans. All shares of Common Stock reserved for issuance pursuant as noted in the foregoing sentence, when issued in accordance with the respective terms thereof, are or will be validly issued, fully paid, nonassessable and free of preemptive or similar rights. Each Company Option was granted with an exercise price per share equal to or greater than the Company Stock Purchase Plan. per share fair market value (as such term is used in Code Section 3.02(b409A and the Department of Treasury regulations and other interpretive guidance issued thereunder) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company OptionOption on the grant date thereof and was otherwise issued in material compliance with applicable Law. (c) Schedule 3.2 sets forth a list of all outstanding warrants to purchase any Equity Securities of the Company as of the date of this Agreement, (C) together with the type (incentive or nonqualified) and (D) number of shares subject thereto, the exercise price per sharethereof, andthe dates of any scheduled vesting thereof, in each case as of the date hereof. (d) Except as set forth in this Section 3.2, as of the date of this Agreement, there are no outstanding Equity Securities of the Company and no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Equity Securities of the Company. There are no outstanding agreements of any kind which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities of the Company. (e) Except as set forth in the Transaction Agreements or as set forth in Schedule 3.2, neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive, anti-dilutive rights or rights of first refusal or other similar rights with respect to any Equity Securities of the Company. (f) Upon the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, (i) the Convertible Preferred Stock will be duly authorized and (ii) a sufficient number of Conversion Shares will have been duly authorized and validly reserved for issuance upon conversion of the Preferred Shares in accordance with the Certificate of Designation. When the Shares are issued and paid for in accordance with the provisions of this Agreement and the Certificate of Designation, all such Shares will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive or similar rights except as set forth in the Transaction Agreements. When Conversion Shares are issued in accordance with the provisions of the Certificate of Designation all such Conversion Shares will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. (g) Neither the Company nor any of its Subsidiaries have any Liabilities in respect of any Indebtedness (as defined in the Certificate of Designation) except as set forth on Schedule 3.2(g). For each item of Indebtedness, Schedule 3.2(g) sets forth the debtor, the principal amount of the Indebtedness as the date of this Agreement, the creditor, the maturity date, and the collateral, if any, securing the Indebtedness. Except as set forth on Schedule 3.2(g), neither the Company, nor any of its Subsidiaries has any Liability in respect of a guarantee of any indebtedness or other Liability of any other Person (other than the Company or any of its Subsidiaries).

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 200,000,000 shares of Company Common Stock and 5,000,000 15,000,000 shares of preferred stock of the Companystock, par value $0.01 per share (“Company Preferred Stock”). As of the close December 31, 2017, (A) there were outstanding 28,384,668 shares of business on October 9, 2023 Company Stock (the “Specified Date”), including (i) 19,353,641 63,820 shares of Company Common Restricted Stock issued under the Brasa (including Company Restricted StockParent) were issued Inc. 2012 Omnibus Equity Incentive Plan and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding2015 Omnibus Incentive Plan (collectively, and (iiithe “Stock Plans”) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect that are subject to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, performance-based vesting conditions and (ii) 598,054 66,116 shares of Company Common Restricted Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance issued under performancethe Stock Plans that are subject to only service-based awards and full vesting conditions (such shares of time-based awards) and Company Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii) collectively, the “Company Restricted Stock Awards”), (B) there were outstanding Company Stock Options (together with the Company Restricted Stock Awards, the “Company Equity Awards”) to purchase an additional 424,513 Shares reserved for additional grants aggregate of 2,052,294 shares of Company Options, Restricted Stock Awards and RSU Awards pursuant issued under the Stock Plans (of which options to the purchase an aggregate of 1,856,594 shares of Company Stock Plans were exercisable) and (C) 1,080,574 Shares reserved for issuance there were no shares of Company Preferred Stock outstanding. All outstanding shares of capital stock of the Company have been, and all shares that may be issued pursuant to the any Company Stock Purchase PlanOption will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and fully paid. (b) Section 3.02(b4.05(b) of the Company Disclosure Letter Schedule sets forth forth, a true correct and complete listlisting of all outstanding Company Equity Awards as of December 31, 2017, setting forth, as of the close of business on the Specified Dateapplicable, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU subject to each Company Equity Award (assuming, and the maximum number of shares of Company Stock that may be issued with respect to any RSU Award such awards that is are subject to vesting based on the achievement of performance goals, the achievement of target performance goalsconditions) and (C) the date on which such RSU Award was grantedholder, (y) grant date, exercise price with respect to each Company OptionEquity Award, as applicable, and vesting schedule, including whether the vesting will be accelerated by the execution of (A) this Agreement or the name and holder consummation of such Company Option, (B) the number Merger or the termination of shares employment or change of Company Common Stock underlying such Company Option, (C) position following the type (incentive or nonqualified) and (D) consummation of the exercise price per share, andMerger.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 35,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Companystock, $1.00 par value. As of the close of business on October 924, 2023 (the “Specified Date”)2023, there are (i) 19,353,641 20,699,632 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all which number includes 33,486 shares of which were duly authorized, validly issued, fully paid and nonassessable, and free Company Common Stock granted in respect of preemptive rightsoutstanding Company Restricted Stock Awards, (ii) no shares of Company preferred stock of the Company were issued and outstanding, and (iii) no 92,865 shares of Company Common Stock were held reserved for issuance upon the exercise of outstanding Company Options, (iv) 108,267 shares of Company Common Stock reserved for issuance upon the settlement of outstanding Company RSU Awards, and (v) 67,155 shares of Company Common Stock reserved for issuance upon the settlement of outstanding Company PSU Awards (assuming satisfaction of performance goals in treasuryrespect of incomplete performance periods at the target level). As of the date of this Agreement, except as set forth in the immediately preceding sentence, and for changes since October 24, 2023, resulting from the exercise, vesting or settlement of any Company Equity Awards described in the immediately preceding sentence, there are no other shares of capital stock or other voting securities of the Company issued, reserved for issuance or outstanding. (b) As All of the close of business on the Specified Date, (i) 2,000 issued and outstanding shares of Company Common Stock were issuable have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with respect no personal liability attaching to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stockthe ownership thereof. There are no bonds, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of the close of business Company may vote. Except as set forth on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b3.2(b) of the Company Disclosure Letter sets forth a true and complete listSchedule, as no trust preferred or subordinated debt securities of the close Company are issued or outstanding. Other than Company Equity Awards issued prior to the date of business this agreement, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating the Company to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities, and there are no other equity based awards (including any cash awards where the amount of payment is determined in whole or in part based on the Specified Dateprice of any capital stock of the Company or any of its Subsidiaries) outstanding. There are no voting trusts, (x) shareholder agreements, proxies or other agreements in effect with respect to each RSU Award, the voting or transfer of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying or other equity interests of Company. No Subsidiary of the Company owns any shares of capital stock of the Company. (c) The 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 RSU Award shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (assumingexcept, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any RSU Award that is subject to vesting based on the achievement comparable provision of performance goals, the achievement of target performance goalsapplicable federal or state law) and (C) free of preemptive rights, with no personal liability attaching to the date on which such RSU Award was grantedownership thereof. No Company Subsidiary has or is bound by any outstanding subscriptions, (y) with respect to each Company Optionoptions, warrants, calls, rights, commitments or agreements of (A) any character calling for the name and holder purchase or issuance of any shares of capital stock or any other equity security of such Company Option, (B) Subsidiary or any securities representing the number of right to purchase or otherwise receive any shares of Company Common Stock underlying capital stock or any other equity security of such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andSubsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 25,000,000 shares of Company Common Stock and 5,000,000 6,500,000 shares of preferred stock, without par value, of which no shares of preferred stock of the Companyare issued or outstanding. As of the close date of business on October 9this Agreement, 2023 (the “Specified Date”), there are (i) 19,353,641 8,690,610 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, number includes (iiA) no shares of preferred stock of the Company were issued and outstanding, and (iii) no 75,077 shares of Company Common Stock were held outstanding in treasury. respect of Company Restricted Stock Awards and (bB) As of the close of business on the Specified Date, (i) 2,000 all shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company held in ESPP participant Common StockStock accounts, and (ii) 598,054 360,690 shares of Company Common Stock were issuable held in respect treasury, (iii) 150,610 shares of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Company Common Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to upon the exercise of the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) Options and (ii)iv) no other shares of capital stock or other equity securities of the Company issued, (B) an additional 424,513 Shares reserved for additional grants issuance or outstanding. All of the issued and outstanding shares of Company OptionsCommon Stock have been duly authorized and validly issued and are fully paid, Restricted Stock Awards nonassessable and RSU Awards pursuant free of any preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of the Company may vote. Other than the Company Stock Plans Options and (C) 1,080,574 Shares reserved for issuance pursuant the Company Restricted Stock Awards, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating the Company to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. The Company is not a party to, and, to the Company’s knowledge, there are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of Company Common Stock Purchase Planor other equity interests of the Company, other than the Support Agreements. Section 3.02(b3.2(a)(i) of the Company Disclosure Letter Schedule sets forth a true true, correct and complete listlist of all the Company Equity Awards issued and outstanding under each Company Equity Plan specifying, as of the close of business on the Specified Datea holder-by-holder basis, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Awardeach holder, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company OptionEquity Award, (C) the type (incentive or nonqualified) and grant date of each such Company Equity Award, (D) the vesting schedule for each such Company Equity Award, (E) the exercise price per sharefor each such Company Equity Award that is a Company Stock Option, andand (F) the expiration date for each such Company Equity Award that is a Company Stock Option. 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 the Company or any of its Subsidiaries) are outstanding. (b) The Company’s Board of Directors has approved the redemption, effective as of August 8, 2019, of all of the Rights (as defined in the Shareholder Rights Agreement, dated as of July 20, 2011, by and between the Company and Registrar and Transfer Company, as Rights Agent (the “Shareholder Rights Plan”)). No Distribution Date (as defined in the Shareholder Rights Plan) or Triggering Event (as defined in the Shareholder Rights Plan) has occurred. (c) The 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 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 or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of: (i) 620,000,000 shares of 50,000,000 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 5,000,000 shares Company Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable and have not been issued in violation of preferred stock 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. As ’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 close name of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 each Company Stockholder and the number and class or series of shares of Company Common Stock (including and Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessablePreferred Stock held by each, and free of preemptive rights, (ii) no 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 of preferred stock underlying such Company Options or Company Restricted Stock Award and the applicable exercise price of the Company were issued Options (the “Capitalization Ledger”). Other than the Company Options and outstandingthe Company Restricted Stock Awards there are no stock appreciation, and (iii) 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 the 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 were held in treasury. (b) As or Company Preferred Stock, and there are no agreements of any kind which may obligate the close Company to issue, purchase, register for sale, redeem or otherwise acquire any of business on 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 Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to or Company Preferred Stock. (c) The outstanding shares of capital stock (or other equity interests) of each of the Company Options with a weighted average exercise price 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 $6.98 per share 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 Common Stock, Subsidiaries free and clear of any Liens other than (i) as may be set forth on Schedule 4.3(c); (ii) 598,054 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 Common Stock were issuable in respect Subsidiaries, any other commitments or agreements providing for the issuance of outstanding RSU Awards additional shares (assuming a target level or other equity interests), the sale of performance under performance-based awards and full vesting treasury shares, or for the repurchase or redemption of time-based awards) and Restricted Stock Awards such Company Subsidiaries’ shares of capital stock (assuming a target level or other equity interests), or any agreements of performance under performance-based awardsany kind which may obligate any Company Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its shares of capital stock (or other equity interests). As Except for the equity interests of the close of business Company Subsidiaries set forth on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(bSchedule 4.2(a) of the Company Disclosure Letter sets and as otherwise set forth a true on Schedule 4.3(c) of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries owns, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and complete listhas 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 close date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. (d) Except as provided for in this Agreement, as a result of business on the Specified Dateconsummation of the Transactions, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of no shares of capital stock, warrants, options or other securities of the Company Common Stock underlying such RSU Award are issuable and no rights in connection with any shares, warrants, options or other securities of the Company accelerate or otherwise become triggered (assumingwhether as to vesting, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalsexercisability, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive convertibility or nonqualified) and (D) the exercise price per share, andotherwise).

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares an unlimited number of Company Common Stock and 5,000,000 shares of preferred stock of the CompanyShares without par value. As of At the close of business on October 9, 2023 (the “Specified Date”), date of this Agreement (i) 19,353,641 shares of 12,336,333 Company Common Stock (including Company Restricted Stock) Shares were issued and outstanding, all of which were duly authorized, are validly issued, fully paid and nonassessable, and free of preemptive rights, ; (ii) no shares Company Common Shares were held by subsidiaries of preferred stock of the Company were issued and outstanding, and Company; (iii) no shares of Company Common Stock Shares were held in treasury. available for future issuance pursuant to Company's ESPP; (biv) As of the close of business on the Specified Date, (i) 2,000 shares of 439,246 Company Common Stock Shares were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant upon the exercise of outstanding options to purchase Company Common Shares under the outstanding Management Stock Option Plan; (v) 160,000 Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Common Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares were reserved for issuance pursuant upon the exercise of outstanding options to purchase Company Common Shares under the Company Stock Purchase Plan. management stock option agreements referred to in Section 3.02(b2.3(a) of the Company Disclosure Letter sets forth a true Schedule; (vi) no Company Common Shares were available for future grant under the Management Stock Option Plan; (vii) 2,597,802 Shares were reserved for future issuance upon conversion of warrants of the Company (the "WARRANTS"); and complete list(viii) 3,091,143 Company Common Shares were reserved for future issuance pursuant to the Stock Option Agreement. No Company Preferred Shares are authorized, issued or outstanding, and no rights under the ESPP are outstanding or will be outstanding as of the close Effective Time. Section 2.3(a) of business on the Specified Date, (x) Company Schedule sets forth the following information with respect to each RSU Award, Warrant and Company Stock Option (as defined in Section 6.6) outstanding as of the date of this Agreement: (Ai) the name and address of the holder of or optionee; (ii) the particular plan pursuant to which such RSU Award, Company Stock Option was granted; (Biii) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is Shares subject to vesting based on such Warrant or Company Stock Option; (iv) the achievement exercise price of performance goals, the achievement of target performance goals) and such Warrant or Company Stock Option; (Cv) the date on which such RSU Award Warrant or Company Stock Option was granted, ; (y) with respect to each Company Option, of (Avi) the name applicable vesting schedule; (vii) the date on which such Warrant or Company Stock Option expires; and holder (viii) whether the exercisability of such Warrant or Company OptionStock Option will be accelerated in any way by the transactions contemplated by this Agreement, (B) and indicates the number extent of shares acceleration. Company has made available to Parent accurate and complete copies of Company Common Stock underlying such Company Option, (C) all Warrants and stock option plans pursuant to which the type (incentive or nonqualified) and (D) the exercise price per share, andCompany

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (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 5,000,000 shares of preferred stock of the Company Preferred Stock are as set forth in the Company’s certificate of incorporation as currently in effect. As of At the close of business on October 9December 1, 2023 2020 (the “Specified Capitalization Date”), ): (iA) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no 53,822,535 shares of Company Common Stock were held in treasury. issued and outstanding; (bB) As an aggregate of the close of business on the Specified Date, (i) 2,000 1,048,858 shares of Company Common Stock were issuable with respect subject to outstanding Company Options with a weighted average exercise price RSU Awards; (C) an aggregate of $6.98 per share of Company Common Stock, and (ii) 598,054 1,252,266 shares of Company Common Stock were issuable in respect of subject to outstanding RSU Company PSU Awards (assuming a target level maximum achievement); (D) an aggregate of performance 699,297 shares of Company Common Stock were reserved by the Company for issuance under performance-based awards the ESPP; and full (E) zero shares of Company Preferred Stock were issued and outstanding. Since the Capitalization Date through the date hereof, other than vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Equity Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to existing terms of such awards, neither the Company Stock Purchase Plan. Section 3.02(bnor any of its Subsidiaries has (1) issued, delivered, sold, announced, pledged, transferred, subjected to any Lien or granted or otherwise encumbered or disposed of any 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, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any Company Securities. (b) Part 4.05(b) of the Company Disclosure Letter Schedule sets forth a true and complete listforth, as of the close of business on the Specified Capitalization Date, (x) with respect to each RSU Award, a complete and correct list of (Ai) all outstanding Company RSU Awards, including the respective name of the holder, the grant date, the vesting schedule, terms and holder of such RSU Awardconditions, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company OptionRSU Award and the distribution dates for such shares and (ii) all outstanding Company PSU Awards, including the respective name of (A) the name holder, the grant date, the vesting schedule, terms and holder of such Company Optionconditions, (B) the performance period, and the maximum number of shares of Company Common Stock underlying 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 Company Optiondate or granted thereafter as permitted under Section 6.01(b)(iii), there are no outstanding (i) shares of capital stock or voting securities or other Equity Interests of the Company, (Cii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or other Equity Interests of the Company, (iii) options, warrants or other rights or arrangements to acquire from the Company, or other obligations or commitments of the Company to issue, transfer, dispose or sell any capital stock or other voting securities or Equity Interests in, or any securities convertible into or exchangeable for capital stock or other voting securities or Equity Interests in, the Company, (iv) 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 value or price of, any capital stock of, or other voting securities or Equity Interests in, the Company (the items in clauses (i)-(iv) being referred to collectively as the “Company Securities”), (v) voting trusts, proxies or other similar agreements or understandings to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to the disposition or voting of any shares of capital stock 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, or exchangeable for, securities having such right), or (y) the type (incentive value of which is directly based upon or nonqualified) and (D) derived from the capital stock, voting securities or other Equity Interests of the Company or any of its Subsidiaries. There are no outstanding obligations or commitments of the Company or any of its Subsidiaries to issue, grant, repurchase, redeem or otherwise acquire any of the Company Securities except for acquisitions of shares of Company Common Stock by the Company as satisfaction of the applicable exercise price per shareand/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, andthe 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 Company Common Stock have been, and all shares that may be issued pursuant to the Company 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, nonassessable and free of preemptive rights, 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 in compliance with all requirements of Applicable Law.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 50,000,000 150,000,000 shares of Company Common Stock Stock, of which 76,106,805 shares were issued and 5,000,000 outstanding as of July 17, 2003 and 250 shares of preferred stock are issued and held in the treasury of the Company. As of the close of business on October 9date hereof, 2023 (22,700,000 shares were reserved for issuance pursuant to the “Specified Date”)Company Option Plans, (i) 19,353,641 and 17,764,694 shares of Company Common Stock (including are reserved for issuance pursuant to outstanding Company Restricted Stock Options as of July 17, 2003. As of the date hereof, 5,250,000 shares are reserved for issuance pursuant to the Company's 2002 Stock Option Plan and 2002 Director Option Plan, and no options to acquire shares of the Company Common Stock are outstanding under the 2002 Stock Option Plan and the 2002 Director Option Plan. As of the date hereof, there are no warrants outstanding to purchase shares of Company Common Stock) were . All of the outstanding shares of the Company Common Stock are, and all shares of Company Common Stock which may be issued and outstandingpursuant to the exercise of outstanding Company Stock Options, all of which were prior to the Company Merger Effective Time will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable, non-assessable and free of not subject to any preemptive or similar rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b3.2(b) of the Company Disclosure Letter Schedule sets forth a true complete list of options under the 1999 Stock Option Plan and complete listthe 2000 Stock Option Plan (collectively, the "Company Option Plans") outstanding as of the close date hereof, showing the date of business on grant, whether or not such Company Stock Option is intended to be an incentive stock option or a non-qualified stock option, the Specified Dateexercise price of each Company Stock Option, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement issuable upon exercise of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Stock Option, of (A) the name and holder . All of such Company OptionStock Options have been granted to employees, directors, or consultants of the Company or a Company Subsidiary in the ordinary course of business consistent with past practices. All Company Stock Options granted under the Company Option Plans have been granted pursuant to option award agreements in substantially the form attached as an exhibit to Section 3.2(b) of the Company Disclosure Schedule. The Company has made available to Parent or its counsel complete and correct copies of the Company Option Plans and all forms of option agreements. (c) There are no bonds, debentures, notes or other indebtedness having general voting rights or which are convertible into or exchangeable for equity securities (any of the foregoing, "Convertible Debt") of the Company or any Company Subsidiary issued and outstanding as of the date hereof. As of the date hereof, (Bi) there are no existing options, warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any kind relating to the number issued or unissued capital stock of the Company or any Company Subsidiary obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Convertible Debt of, or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and (ii) there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of the capital stock of the Company or any Company Subsidiary or any affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Company Subsidiary or any other entity. (d) All outstanding shares of Company Common Stock, all outstanding Company Stock underlying such Options and all outstanding shares of capital stock of each Company OptionSubsidiary have been issued and granted in compliance with (i) all applicable laws, (C) the type (incentive or nonqualified) including applicable securities laws, and (Dii) the exercise price per share, andall material requirements set forth in applicable agreements or instruments.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 42,000,000 shares of Company Common Stock and 5,000,000 3,000,000 shares of preferred stock of the Companyundesignated stock. As of the close of business on October 9January 20, 2023 (the “Specified Date”)2005, (i) 19,353,641 17,841,620 shares of Company Common Stock are issued and outstanding, (ii) 218,884 shares of Company Common Stock are reserved for issuance upon exercise of awards granted pursuant to the Company's 2000 Employee Stock Purchase Plan (the "Company ESPP"), (iii) 1,991,491 shares of Company Common Stock are reserved for issuance upon exercise of awards granted pursuant to the Company's 1997 Stock Incentive Plan (the "1997 Plan"), and (iv) no shares of undesignated stock are issued and outstanding. (b) Section 4.3(b) of the Company Disclosure Schedule sets forth a true, complete and correct list of all persons who, as of January 20, 2005 held outstanding options to acquire shares of Company Common Stock (including the "Company Restricted Stock) were issued Stock Options" under the Company Stock Plans or under any other equity incentive plan or arrangement of the Company and its Subsidiaries, indicating, with respect to each Company Stock Option then outstanding, the tax status of such option under Section 422 of the Code, the number of shares of Company Common Stock subject to such Company Stock Option, the name of the plan under which such Company Stock Option was granted and the exercise price, date of grant, vesting schedule and expiration date thereof, including to the extent to which any vesting has occurred as of the date of this Agreement and whether (and to what extent) the vesting of such Company Stock Option will be accelerated in any way by the consummation of the transactions contemplated by this Agreement 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 Acquisition Merger. The Company has made available to Parent true, complete and correct copies of all Company Stock Plans and the 1997 Plan and the forms of all stock option agreements evidencing outstanding Company Stock Options. (c) Except as described in Section 4.3(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 as of the date of this Agreement. Except as described in Section 4.3(a), there are no options, preemptive rights, warrants, calls, rights, commitments, agreements, arrangements or understandings of any kind to which were the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, 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 such option, warrant, call, right, commitment, agreement, arrangement or understanding. There are no shareholder agreements, voting trusts, proxies or other similar agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any shares of capital stock of the Company or any of its Subsidiaries. There are no rights or obligations, contingent or otherwise (including rights of first refusal in favor of the Company), of the Company or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity. There are no registration rights or other similar agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any shares of Company Common Stock or shares of capital stock of any such Subsidiary. (d) All outstanding shares of the Company's capital 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 MBCA, the Company Charter or the Company Bylaws or any agreement to which the Company is a party or is otherwise bound. None of the outstanding shares of Company Common Stock have been issued in violation of any federal or state securities Laws. All of the outstanding shares of capital stock of each of the Company's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares are owned by the Company or a Subsidiary of the Company free and clear of preemptive all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever (ii) collectively, "Liens"). There are no accrued and unpaid dividends with respect to any outstanding shares of preferred capital stock of the Company were issued and outstanding, and or any of its Subsidiaries. (iiie) no shares of The Company Common Stock were held in treasury. (b) As constitutes the only class of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) securities of the Company Disclosure Letter sets forth a true and complete listor its Subsidiaries registered or required to be registered under the Securities Exchange Act of 1934, as of amended (the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, and"Exchange Act").

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock (i) Twenty Million (20,000,000) Shares and 5,000,000 (ii) Five Million (5,000,000) shares of preferred stock of the Companystock, par value $0.10 per share. As of the close of business on October 9March 31, 2023 2006: (the “Specified Date”), (iA) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) 7,115,204 Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (iiB) no shares of preferred stock of the Company were issued and outstanding, outstanding and (iiiC) no shares there were 2,403,000 Treasury Shares. All outstanding Shares are validly issued, fully paid, nonassessable and free of any preemptive rights. Since March 31, 2006, the Company Common has not issued any Shares other than pursuant to the exercise of Stock were held in treasuryOptions granted under an Equity Compensation Plan. (b) As The Company has reserved 1,610,000 Shares for issuance under the Equity Compensation Plans, of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no which 10,000 Shares reserved for issuance, except for (A) the shares have been reserved for issuance pursuant to Equity Compensation Plans other than the Company’s Second Amended and Restated Stock Option Plan for Executive and Key Employees and the Company’s Equity Incentive Plan of 2004. As of March 31, 2006, with respect to the Equity Compensation Plans, there were outstanding Stock Options with respect to 652,000 Shares and, since such date, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Stock Options, Restricted other than as permitted by Section 5.1(b) or other rights or awards under any of the Equity Compensation Plans. Section 3.4(b) of the Company Disclosure Schedule sets forth a true, complete and correct list of all outstanding Stock Awards Options, the number of Shares subject to each such Stock Option and RSU Awards described the grant dates, expiration dates, exercise prices and vesting schedule of each such Stock Option. All outstanding Stock Options are evidenced by the Stock Option agreements set forth in Section 3.4(b) of the Company Disclosure Schedule, and no Stock Option agreement contains terms that are inconsistent with, or in addition to, the terms contained therein. (c) The Company has reserved 436,000 Shares for issuance pursuant to certain warrants to purchase Company Common Stock, of which (i) 100,000 Shares have been reserved for issuance pursuant to that certain Warrant to Purchase Common Stock, dated April 25, 2004, held by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ with an exercise price of $7.82 per share and (ii) 336,000 Shares have been reserved for issuance pursuant to those certain Warrants to Purchase Common Stock, dated November 12, 2004, held by various holders with an exercise price of $10.66 per share (the items in clauses (i) and (ii) being referred to collectively as the “Warrants”). As of the date hereof, (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. except as disclosed in Section 3.02(b3.4(c) of the Company Disclosure Letter sets forth a true and complete listSchedule, as no portion of the close of business on Warrants has been exercised by the Specified Dateholders thereof and other than pursuant to such Warrants, (x) with respect the Company has not granted, committed to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, grant or otherwise created or assumed any obligation with respect to any RSU Award warrants for the purchase of the capital stock of the Company. Copies of the Warrants have been filed with the SEC, and no existing warrant agreement contains terms that is subject are inconsistent with, or in addition to, the terms contained therein. (d) Except as set forth in this Section 3.4 or as disclosed in Section 3.4(d) of the Company Disclosure Schedule, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company (including any Voting Company Debt), (iii) no outstanding options, warrants, rights or other commitments or agreements to vesting acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any Voting Company Debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the achievement price or value of performance goalsthe Shares. There are no outstanding agreements of any kind which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. (e) Except as disclosed in Section 3.4(c) of the achievement Company Disclosure Schedule, neither the Company nor any of target performance goals) and (C) its Subsidiaries is a party to any agreement restricting the date on which such RSU Award was grantedtransfer of, (y) relating to the voting of, requiring registration of, or granting any preemptive rights, antidilutive rights or rights of first refusal or similar rights with respect to each Company Option, any securities of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 50,000,000 400,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Company. As of the close of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 50,000,000 shares of Company Common Stock (including Company Restricted Preferred Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified DateJuly 10, 2014, there were (i) 2,000 71,239,946 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, issued and outstanding; (ii) 598,054 no shares of Company Preferred Stock issued and outstanding; (iii) 9,297,526 shares of Company Common Stock were issuable in respect owned by the Company as treasury stock; (iv) no shares of Company Common Stock owned by Subsidiaries of the Company; and (v) 1,233,067 shares of Company Common Stock reserved for issuance pursuant to the Company Stock Incentive Plans, including (A) 659,979 shares of Company Common Stock that are subject to issuance pursuant to the exercise of Company Stock Options outstanding RSU Awards under the Company Stock Incentive Plans (whether or not presently exercisable) and (B) 573,088 shares of Company Common Stock subject to outstanding Company RSUs (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awardslevels are achieved). As of the close of business on the Specified DateJuly 10, 2014, except as set forth above, no other Securities or Equity Interests of the Company had no Shares reserved for issuancewere issued, except for (A) the shares reserved for issuance pursuant or outstanding. From the close of business on July 10, 2014 to the outstanding date of this Agreement, there have been no issuances by the Company Optionsof any Securities or Equity Interests of the Company, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants other than the issuance of Company OptionsCommon 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, Restricted and any shares of Company Common Stock Awards issued upon the exercise of Company Stock Options or settlement of Company RSUs will be, duly authorized and RSU Awards validly issued and are or will be fully paid, nonassessable and free of preemptive or similar rights. (c) There are no outstanding Securities, options, warrants, calls, rights, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments or Contracts to 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 the Company or of any Company Subsidiary, or obligating the Company to make any payment based on the value or price of the Company Common Stock or of any Security of the Company or any Company Subsidiary. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Securities or Equity Interests of, or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, the Company, any Company Subsidiary or any other Person, other than pursuant to the Company Stock Benefit Plans and (C) 1,080,574 Shares reserved for issuance or pursuant to arrangements among the Company Stock Purchase Planor any Company Subsidiaries. (d) There are no bonds, debentures, notes or other Indebtedness of the Company or any of the Company Subsidiaries 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. There are no proxies, voting trusts or Contracts to which the Company or any Company Subsidiary is a party, or is bound, with respect to the voting of any Securities of the Company or any Company Subsidiary or the registration of the Securities of the Company or the Company Subsidiaries under any U.S. or foreign securities Law. (e) The Company is, directly or indirectly, the record holder and Beneficial Owner of all of the outstanding Securities of each Company Subsidiary, free and clear of any material Liens and free of any other material limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities). All of such Securities so owned by the Company have been duly authorized and validly issued and are fully paid and nonassessable and no such Securities have been issued in violation of any preemptive or similar rights. Except for the Securities of the Company Subsidiaries or as set forth on Section 3.02(b3.2(e) of the Company Disclosure Letter sets Letter, the Company does not own, directly or indirectly, any Securities or other ownership interests in any other Person (any such interests in another Person set forth a true and complete list, as on Section 3.2(e) of the close Company Disclosure Letter, a “Company Investment”). The Company owns, directly or indirectly, each Company Investment, free and clear of business any material Liens and free of any other material limitation or restriction (including any limitation or restriction on the Specified Dateright to vote, (x) with respect to each RSU Awardsell, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder transfer or otherwise dispose of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andInvestment).

Capitalization. (a) The authorized capital stock Company Capital Stock of the Company consists of 50,000,000 100,000,000 shares of Company Common Stock and 5,000,000 2,250,000 shares of preferred stock of the CompanyCompany Preferred Stock. As of the close of business on October 9March 27, 2023 2017 (the “Specified Capitalization Date”), (iA) 19,353,641 51,192,445 Company Shares were issued and outstanding, (B) no shares of Company Preferred Stock were issued and outstanding, and (C) no shares of Company Capital Stock were held by the Company as treasury shares. All outstanding Company Shares are validly issued, fully paid, non-assessable and 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 purchased under the Company ESPP, issued upon exercise of Company Stock Awards, the vesting of Company Restricted Stock Units or the vesting of Company Performance Stock Units in all cases, granted either (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 of a Company Stock Plan or the Company ESPP, as applicable, as in effect on the date hereof. (b) Section 4.4(b) of the Company Disclosure Letter sets forth a complete 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, (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 Capitalization 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, with respect to each Company Stock Award then outstanding, the person to whom awards were granted, the type of 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, the number of unvested shares, and the extent to which any vesting had occurred as of the date of this Agreement. All outstanding Company Stock Awards have been properly accounted for in accordance with GAAP on the consolidated audited financial statements of the Company and its Subsidiaries filed in or furnished with the Company SEC Reports. (e) There are no stockholder agreements, voting trusts, proxies or other similar agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any shares of capital stock of the Company or any of its Subsidiaries. There are no rights or obligations, contingent or otherwise (including rights of first refusal in favor of the Company), of the Company Restricted Stockor any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) were in any such Subsidiary or any other entity. There are no registration rights or other Contracts to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to 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 and outstandingin violation of any purchase option, all 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 were 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 of 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 preemptive rights, (ii) any and all Liens. There are no accrued and unpaid dividends with respect to any outstanding shares of preferred capital stock of the Company were issued and outstanding, and or any of its Subsidiaries. (iiig) no shares of Company Common Stock were held in treasuryconstitutes the only class of equity securities of the Company or its Subsidiaries registered or required to be registered under the Exchange Act. (bh) As of the close date of business on the Specified Datethis Agreement, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, neither the Company had no Shares reserved nor any of its Subsidiaries has any indebtedness for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andborrowed money.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock (a) 180,000,000 Shares and 5,000,000 (b) 20,000,000 shares of preferred stock of the Companystock, par value $0.01 per share. As of At the close of business on October 9December 23, 2023 2005 (the “Specified Capital Structure Date”), ) (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) 17,725,181 Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of the preferred stock of the Company were issued and outstanding, and (iii) no Shares were held by the Company in its treasury, (iv) 1,345,594 Shares were reserved for issuance upon exercise of outstanding Options granted under the Stock Plans and (v) 200,000 shares of Company Common Stock Series A participating preferred stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase PlanRights Agreement. Section 3.02(b) 3.3 of the Company Disclosure Letter sets forth a true list of the Company’s outstanding Options, including the exercise prices of all such Options. All issued and complete listoutstanding shares of capital stock of the Company and each of its Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable, and are not subject to any preemptive rights. All of the issued and outstanding shares of capital stock or other equity interests of each of the Subsidiaries of the Company are owned directly or indirectly by the Company. Except as of set forth in this Section 3.3, at the close of business on the Specified Capital Structure Date, no shares of capital stock or other equity securities of the Company were issued, reserved for issuance or outstanding. Since the close of business on the Capital Structure Date, no shares of capital stock or other equity securities of the Company have been issued or reserved for issuance or become outstanding, other than Shares described in clause (iv) of the second sentence of this Section 3.3 that have been issued upon the exercise of outstanding Options granted under the Stock Plans. Except as described in this Section, the Company is not party to any outstanding option, warrant, call, subscription or other right (including any preemptive right), agreement or commitment which (w) obligates the Company 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 security convertible or exercisable for or exchangeable into any capital stock of, or other equity interest in, the Company, (x) with respect obligates the Company or any of its Subsidiaries to each RSU Awardissue, of (A) the name and holder of grant, extend or enter into any such RSU Awardoption, (B) the number of shares of Company Common Stock underlying such RSU Award (assumingwarrant, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalscall, the achievement of target performance goals) and (C) the date on which such RSU Award was grantedright, security, commitment, contract, arrangement or undertaking, (y) with respect to each Company Option, restricts the transfer of (A) the name and holder of such Company Option, (B) the number of any shares of capital stock of the Company Common Stock underlying such Company Option, or (Cz) relates to the type (incentive or nonqualified) and (D) voting of any shares of capital stock of the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares (i) 150,000,000 Common Shares, of Company which 20,421,294 Common Stock Shares are issued and outstanding as of the date hereof and (ii) 5,000,000 shares of preferred stock, none of which are issued and outstanding. The Company does not have any other shares of capital stock authorized, issued or outstanding. All outstanding Common Shares are, and any additional Common Shares issued after the date hereof and prior to the Effective Time will be, duly authorized and validly issued, fully paid and nonassessable, not subject to any preemptive rights or rights of first refusal created by statute, and offered, issued, sold and delivered in compliance with all applicable federal and state securities Laws. There are no declared but unpaid dividends with respect to any Common Shares. (b) Except for the Company’s Option Plans, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plans have been duly authorized, approved and adopted by the Company’s Board of Directors. As of the close date hereof, 3,074,861 Company Stock Options are outstanding pursuant to the Company Option Plans, each such option entitling the holder thereof to purchase one Common Share, and 2,060,478 Common Shares are authorized and reserved for future issuance pursuant to the exercise of business such Company Stock Options. All Common Shares subject to issuance as aforesaid, upon issuance on October 9the terms and conditions specified in the instruments pursuant to which they are issuable, 2023 (the “Specified Date”), (i) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were will be duly authorized, validly issued, fully paid and nonassessablenonassessable and offered, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, delivered in compliance with all applicable federal and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Planstate securities Laws. Section 3.02(b3.3(b) of the Company Disclosure Letter sets forth a true and complete listspreadsheet accurately listing, as of the close date hereof, the holders of business outstanding Company Stock Options, the number of Company Stock Options held by each holder, the grant date, the exercise prices of such outstanding Company Stock Options, whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement and whether such option is a non-statutory option or an incentive stock option as defined in Section 422 of the Code. Except as set forth above, as of the date of this Agreement, there are no Company Stock Rights. The copies of the Company Option Plans that are filed as exhibits to the Company 10-K are complete and correct copies thereof as in effect on the Specified Datedate hereof. (c) There are no outstanding contractual obligations of the Company to issue, deliver, sell, repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold, repurchased, redeemed or otherwise acquired, any capital stock thereof or to pay, or cause to be paid, any dividend or make, or cause to be made, any other distribution in respect thereof or to provide, or cause to be provided, financing to, or make, or cause to be made, any investment (xin the form of a loan, capital contribution or otherwise) in, any Person. As of the date hereof, except for the Support Agreement, there are no voting trusts, proxies or other agreements or understandings to which the Company is a party with respect to each RSU Awardthe voting of stock of the Company. (d) Other than the Company’s Investor Rights Agreement, which the Company and the parties thereto have agreed to terminate as of (A) the name and holder Effective Time, there are no rights of such RSU Awardfirst refusal, (B) co-sale rights or registration rights granted by the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement Company’s capital stock and in effect as of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each hereof. The Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andhas not adopted a stockholder rights plan.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 100,000,000 shares of Company Class A Common Stock, par value $0.01 per share, 15,000,000 shares of Company Class B Common Stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.00 per share. As of the business day immediately prior to the date of this Agreement, no shares of capital stock or other Equity Interests of Company are issued, reserved for issuance or outstanding, other than (i) 8,897,535 shares of Company Class A Common Stock issued and outstanding, which number excludes 264,240 shares of Company Class A Common Stock reserved for issuance upon the settlement of outstanding Company Restricted Stock Unit Awards (of which 264,240 shares of Company Class A Common Stock are subject to Company Restricted Stock Unit Awards subject to a specified level of performance, assuming maximum performance), (ii) 264,240 shares of Company Class A Common Stock authorized in respect of outstanding Company Restricted Stock Unit Awards assuming maximum performance, (iii) 0 shares of Company Common Stock held in treasury, (iv) 784,117 shares of Company Class A Common Stock reserved for issuance upon the exercise of outstanding Company Stock Options, and 5,000,000 (v) 14,951,625 shares of Company Class B Common Stock, all of which will be cancelled as a result of the Exchanges pursuant to the Exchange Agreements. There are no dividend equivalents accrued or unpaid on the Company Equity Awards as of the date of this Agreement. Company has not issued any Equity Interests of Company since the business day immediately prior to the date of this Agreement through the date hereof and, as of the date hereof, none of Company’s shares of preferred stock of stock, par value $0.00 per share, are issued or outstanding. All the Company. As of the close of business on October 9, 2023 (the “Specified Date”), (i) 19,353,641 issued and outstanding shares of Company Common Stock (including Company Restricted Stock) were issued have been duly authorized and outstanding, all of which were duly authorized, validly issued, issued in compliance with applicable Law and are fully paid paid, nonassessable and nonassessablenot subject to, or issued in violation of, any preemptive or similar contractual rights. No bonds, debentures, notes or other Indebtedness that have the right to vote on any matters on which stockholders of Company may vote are issued or outstanding (or which is convertible into or exchangeable for, Equity Interests having such rights). Other than the Company Equity Awards, the LLC Units and free the LLC Options, in each case, issued prior to the date of preemptive this Agreement, there are not outstanding any options, warrants, convertible securities, subscription rights, (ii) no shares conversion rights, exchange rights, phantom stock or units, restricted equity, equity appreciation rights, puts, calls, redemptions, repurchase or other rights or agreements, arrangements or commitment of preferred stock any kind that obligate Company or any Subsidiary thereof to issue, transfer dispose of, redeem, repurchase, acquire or sell any Equity Interests, or make payments based on the value of the Company were issued and outstanding, and (iii) no shares of any Company Common Stock were held in treasuryStock. (b) As Except for the Support Agreement, the Exchange Agreements, the Second Amended and Restated Limited Liability Company Agreement of Holdings, dated as of November 26, 2014 (the close “LLC Agreement”), by and among Holdings, Wayzata Opportunities Fund II, L.P., Wayzata Opportunities Fund Offshore II, L.P. and Company, and the Tax Receivable Agreement, dated November 26, 2014, by and among Company, Wayzata Opportunities Fund II, L.P., Wayzata Opportunities Fund Offshore II, L.P., the several holders of business on LLC Options, the Specified DateManagement Representative and other members of Holdings from time to time a party thereto (the “TRA”), (i) 2,000 shares there are no voting trusts, stockholder agreements, proxies or other agreements in effect pursuant to which Company or any of Company Common Stock were issuable its Subsidiaries has a contractual or other obligation with respect to the voting or transfer of the Company Common Stock, any other Equity Interests of Company or any Company Subsidiary Securities. There are no outstanding Contracts or obligations requiring Company Options with a weighted average exercise price or any of $6.98 per share its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock, and (ii) 598,054 shares other Equity Interests of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the or any Company had no Shares reserved for issuanceSubsidiary Securities, except for in connection with the vesting or exercise of a Company Equity Award. (Ac) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b3.2(c) of the Company Disclosure Letter Schedule sets forth a true true, correct and complete list, list of all Company Equity Awards and LLC Options outstanding as of the close of business date hereof specifying, on the Specified Datea holder-by-holder basis, (x) with respect to each RSU Award, of (Ai) the name and holder of such RSU Awardeach holder, (Bii) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is or LLC Units subject to vesting based on the achievement of performance goalseach such Company Equity Award or LLC Option, the achievement of target performance goals) and as applicable, (Ciii) the grant date on of each such Company Equity Award or LLC Option, as applicable, (iv) the plan under which each such RSU Company Equity Award or LLC Option, as applicable, was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (Dv) the exercise price per sharefor each LLC Option and each such Company Equity Award that is a Company Stock Option, and(vi) the vesting schedule applicable to each such LLC Option and Company Equity Award (including whether the vesting will be accelerated by the execution of this Agreement or the consummation of the Merger), and (vii) the expiration date of each LLC Option and each such Company Equity Award that is a Company Stock Option. Each Company Stock Option is exempt from the requirements of Code Section 409A. (d) As of the date hereof, there are 23,849,160 LLC Units outstanding, which number excludes 757,937 LLC Options. 14,951,625 LLC Units are exchangeable on a one-to-one basis for shares of Company Class A Common Stock in accordance with and subject to the terms of the LLC Agreement. Except as set forth on Section 3.2(d) of the Company Disclosure Schedule, there are not outstanding (i) any other Equity Interests of any Subsidiary of Company,

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (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 5,000,000 shares of preferred stock of the Company Preferred Stock are as set forth in the Company’s certificate of incorporation as currently in effect. As of At the close of business on October 929, 2023 2020 (the “Specified Capitalization Date”), ): (iA) 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no 53,822,535 shares of Company Common Stock were held in treasury. issued and outstanding; (bB) As an aggregate of the close of business on the Specified Date, (i) 2,000 1,048,858 shares of Company Common Stock were issuable with respect subject to outstanding Company Options with a weighted average exercise price RSU Awards; (C) an aggregate of $6.98 per share of Company Common Stock, and (ii) 598,054 1,252,266 shares of Company Common Stock were issuable in respect of subject to outstanding RSU Company PSU Awards (assuming a target level maximum achievement); (D) an aggregate of performance 699,297 shares of Company Common Stock were reserved by the Company for issuance under performance-based awards the ESPP; and full (E) zero shares of Company Preferred Stock were issued and outstanding. Since the Capitalization Date through the date hereof, other than vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Equity Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to existing terms of such awards, neither the Company Stock Purchase Plan. Section 3.02(bnor any of its Subsidiaries has (1) issued, delivered, sold, announced, pledged, transferred, subjected to any Lien or granted or otherwise encumbered or disposed of any 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, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any Company Securities. (b) Part 4.05(b) of the Company Disclosure Letter Schedule sets forth a true and complete listforth, as of the close of business on the Specified Capitalization Date, (x) with respect to each RSU Award, a complete and correct list of (Ai) all outstanding Company RSU Awards, including the respective name of the holder, the grant date, the vesting schedule, terms and holder of such RSU Awardconditions, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company OptionRSU Award and the distribution dates for such shares and (ii) all outstanding Company PSU Awards, including the respective name of (A) the name holder, the grant date, the vesting schedule, terms and holder of such Company Optionconditions, (B) the performance period, and the maximum number of shares of Company Common Stock underlying 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 Company Optiondate or granted thereafter as permitted under Section 6.01(b)(iii), there are no outstanding (i) shares of capital stock or voting securities or other Equity Interests of the Company, (Cii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or other Equity Interests of the Company, (iii) options, warrants or other rights or arrangements to acquire from the Company, or other obligations or commitments of the Company to issue, transfer, dispose or sell any capital stock or other voting securities or Equity Interests in, or any securities convertible into or exchangeable for capital stock or other voting securities or Equity Interests in, the Company, (iv) 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 value or price of, any capital stock of, or other voting securities or Equity Interests in, the Company (the items in clauses (i)-(iv) being referred to collectively as the “Company Securities”), (v) voting trusts, proxies or other similar agreements or understandings to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to the disposition or voting of any shares of capital stock 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, or exchangeable for, securities having such right), or (y) the type (incentive value of which is directly based upon or nonqualified) and (D) derived from the capital stock, voting securities or other Equity Interests of the Company or any of its Subsidiaries. There are no outstanding obligations or commitments of the Company or any of its Subsidiaries to issue, grant, repurchase, redeem or otherwise acquire any of the Company Securities except for acquisitions of shares of Company Common Stock by the Company as satisfaction of the applicable exercise price per shareand/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, andthe 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 Company Common Stock have been, and all shares that may be issued pursuant to the Company 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, nonassessable and free of preemptive rights, 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 in compliance with all requirements of Applicable Law.

Capitalization. (a) The Prior to the Reclassification, the authorized capital stock of the Company consists of 50,000,000 30,000,000 shares of Company Old Class A Common Stock, 6,000,000 shares of Old Class B Common Stock and 5,000,000 1,000,000 shares of preferred stock stock, none of the Companywhich have been designated or are outstanding. As of the close of business on October 9, 2023 (the “Specified Date”)business day immediately preceding the date of this Agreement, (i) 19,353,641 8,157,309 shares of Company Old Class A Common Stock (including Company Restricted Stock) were issued and outstanding, all 1,174,544 shares of which Old Class A Common Stock were duly authorizedreserved for issuance upon exercise of outstanding Company Stock Options, validly issued, fully paid and nonassessable643,341 shares of Old Class A Common Stock were reserved for issuance upon conversion of outstanding Convertible Debentures, and free 6,000 shares were issued and held by the Company in its treasury or by subsidiaries of preemptive rightsthe Company, (ii) no 1,747,178 shares of preferred stock of the Company Old Class B Common Stock were issued and outstanding, and (iii) no shares of Company Old Class B Common Stock were reserved for issuance upon exercise of outstanding Company Stock Options, and no shares were issued and held by the Company in treasuryits treasury or by subsidiaries of the Company. (b) All issued and outstanding shares of Company Stock have been validly issued and are fully paid and non-assessable, are not subject to and have not been issued in violation of any preemptive rights and have not been issued in violation of any federal or state securities laws. (c) As of the close of business on the Specified Datedate hereof, the only outstanding bonds, debentures, notes or other indebtedness of the Company or any of its subsidiaries that have the right to vote (or that are convertible into other securities having the right to vote) on any matters on which stockholders may vote ("Voting Debt") in existence are the Convertible Debentures. (d) Section 4.3 of the Disclosure Schedule includes a true and complete list of all outstanding options ("Company Stock Options") to purchase Company Stock, showing for each Company Stock Option the following: the holder thereof, the date of issuance, the expiration date, the exercise price, the number of shares of Old Class A Stock covered thereby and the vesting schedule for such option. The Company has delivered to Liberty and Parent true and complete copies of the Company Stock Options. Such copies represent the terms, conditions, provisions, agreements, obligations and undertakings of the Company with respect to all Company Stock Options. (e) Section 4.3 of the Disclosure Schedule also includes a true and complete list and description of all outstanding Convertible Debentures, showing for each: the holder thereof, date of issuance, maturity date, conversion price, principal amount, interest rate and any other material provisions with respect thereto. The Company has delivered to Liberty and Parent true and complete copies of the Convertible Debentures. Such copies represent the terms, conditions, provisions, agreements, obligations and undertakings of the Company or any of its subsidiaries with respect to all Convertible Debentures. (f) Except for this Agreement, the Convertible Debt Facility Agreement, the Company Stock Options and Convertible Debentures outstanding as of the date hereof, and the obligation of the Company, pursuant to the Company Charter, to issue one share of Old Class A Common Stock for each share of outstanding Old Class B Common Stock under the circumstances provided for therein, there are no outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or other agreements or instruments of any kind or character, to or by which the Company or any of its subsidiaries is a party or is bound, that directly or indirectly (i) 2,000 obligate the Company or any of its subsidiaries (conditionally or unconditionally) to issue, deliver or sell or cause to be issued, delivered or sold, (ii) entitle any Person (conditionally or unconditionally) to purchase or otherwise acquire, or (iii) otherwise represent or evidence: (A) any additional shares of Company Common Stock were issuable with respect or any other capital stock, equity interest or Voting Debt of the Company or any subsidiary of the Company, (B) any securities convertible into, or exercisable or exchangeable for, any such shares, interests or Voting Debt, or (C) any phantom shares, phantom equity interests or stock or equity appreciation rights. (g) Neither the Company nor any subsidiary thereof is subject to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and any obligation (iicontingent or otherwise) 598,054 to repurchase or otherwise acquire or retire any shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards)its capital stock. As of Since the close of business on the Specified Datebusiness day immediately preceding the date of this Agreement, no shares of capital stock of the Company have been issued or have been transferred from the Company's treasury, except shares of Company Stock issued upon the exercise or conversion, in accordance with their terms, of Company Stock Options outstanding at the close of business on such date. (h) Except for this Agreement, the Convertible Debt Facility Agreement, and the Company's stock option plans of 1986, 1994, 1995, 1997 and 1998 and the Company's "executive pay out" arrangement with certain executives, as described in Section 4.3 of the Disclosure Schedule (collectively, the "Company had no Shares reserved for issuanceStock Plans"), except for (A) the shares reserved for issuance Convertible Debentures and those Company Stock Options granted pursuant to individual agreements with the outstanding Company Options, Restricted Stock Awards grantees and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards not pursuant to the Company Stock Plans (as described in Section 4.3 of the Disclosure Schedule), true and (C) 1,080,574 Shares reserved for issuance pursuant complete copies of all of which have been provided to Liberty and Parent by the Company, neither the Company Stock Purchase Plan. nor any of its subsidiaries has adopted, authorized or assumed any plans, arrangements or practices for the benefit of its officers, employees, directors or any other Persons, that require or permit the issuance, sale, purchase or grant of any capital stock, other equity interests or Voting Debt of the Company or any subsidiary of the Company, any other securities convertible into, or exercisable or exchangeable for, any such stock, interests or Voting Debt, or any phantom shares, phantom equity interests or stock or equity appreciation rights. (i) All shares of capital stock of, and all partnership, membership or other equity interests in, each subsidiary of the Company and in each Affiliate of the Company owned directly or indirectly by the Company are owned free and clear of any Lien or Restriction, except as set forth in Section 3.02(b4.3(i) of the Company Disclosure Letter sets forth a true Schedule, and complete list, as the shares of capital stock of each corporate subsidiary of the close Company are validly issued, fully paid and non-assessable. There are not, and immediately after the Effective Time, there will not be, any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or other agreements of business on the Specified Dateany character that, directly or indirectly, (x) with respect provide for or relate to each RSU Awardthe sale, pledge, transfer or other disposition by the Company or any subsidiary of (A) the name and holder Company of such RSU Award, (B) the number of any shares of capital stock of, any partnership, membership or other equity interests in, or any Voting Debt of any subsidiary of the Company Common Stock underlying such RSU Award (assumingor any Affiliate owned directly or indirectly by the Company or any subsidiary of the Company, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, or (y) with respect relate to each Company Option, of (A) the name and holder voting or control of such capital stock, partnership or other equity interests or Voting Debt. (j) Except for the transactions listed in Section 7.4(e) of the Disclosure Schedule, neither the Company Optionnor any subsidiary of the Company nor any controlled Affiliate of the Company is under any obligation to contribute any additional capital to, (B) the number of shares of Company Common Stock underlying such Company Optionor to acquire any additional interest in, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andany other Person.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 250,000,000 shares of Company Common Stock and 5,000,000 (ii) 20,000,000 shares of preferred stock of the CompanyCompany Preferred Stock. As of the close of business on October March 9, 2023 2022 (the “Specified Capitalization Reference Date”), (iA) 19,353,641 182,274,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iiiB) no shares of Company Preferred Stock were issued and outstanding. All outstanding shares of Company Common Stock were held in treasuryvalidly issued, fully paid, nonassessable and free of any preemptive rights. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b3.04(b) of the Company Disclosure Letter sets forth a true and complete listforth, as of the close of business on the Specified Capitalization Reference Date, (x) with respect to each RSU Award, of (Ai) the name and holder of such RSU Award, (B) the aggregate number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is are subject to vesting based on the achievement of performance goalsCompany Options, the achievement of target performance goals) and (Cii) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the aggregate number of shares of Company Common Stock underlying such that are subject to Company OptionWarrants, and (iii) the aggregate number of shares of Company Common Stock that are subject to Company RSUs (assuming maximum levels of achievement). As of the Capitalization Reference Date, 35,108,527 shares of Company Common Stock were reserved for future issuance pursuant to the Company Stock Plans. All Company Equity Awards have been, 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, (Cii) no outstanding securities of the type Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (incentive iii) no outstanding options, stock appreciation rights, warrants, restricted stock units, rights or nonqualifiedother commitments or agreements to acquire from the Company, or that obligates the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company, (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (Div), together with the capital stock of the Company, being referred to collectively as “Company Securities”) and (v) no other obligations by the exercise Company or any of its Subsidiaries to make any payments based on the price per shareor value of the Company Securities. Except as set forth in this Section 3.04, andthere are no outstanding Contracts of any kind which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. (d) Other than the Company’s certificate of incorporation, the Company’s bylaws and this Agreement, neither the Company nor any of its Subsidiaries is a party to any Contracts restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to any securities of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 100,000,000 shares of Company Common Stock and 5,000,000 10,000,000 shares of preferred stock of the CompanyCompany Preferred Stock. As of At the close of business on October 9April 23, 2023 (the “Specified Date”)2019, (i) 19,353,641 48,969,728 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, ; (ii) no shares of preferred stock of the Company Preferred Stock were issued and outstanding, and ; (iii) no 329,895 shares of Company Common Stock were held by the Company in its treasury. ; (biv) As an aggregate of the close of business on the Specified Date, (i) 2,000 2,193,852 shares of Company Common Stock were issuable with respect to available for future issuance under the Company Stock Plans, and (v) under the Company Stock Plans, there were outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 to purchase 3,586,505 shares of Company Common Stock were issuable in respect of and outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Company Restricted Stock Awards (assuming a target level with respect to 622,431 shares of performance under performance-based awards)Company Common Stock. As From April 23, 2019 until the date hereof, other than shares of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance Common Stock issued pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants exercise of Company Options, the Company has not issued any shares of its capital stock, granted any options, restricted stock, stock appreciation rights, warrants or rights or otherwise entered into any other agreements or commitments to issue any shares of its capital stock, granted any other awards in respect of any shares of its capital stock, or split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding shares of Company Common Stock have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Options or vesting of Company Restricted Stock Awards will be (when issued in accordance with the terms thereof), duly authorized and RSU Awards pursuant to the Company Stock Plans validly issued, fully paid, nonassessable and free of preemptive rights. (Cb) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b4.2(a) of the Company Disclosure Letter sets forth contains a true true, correct and complete list, as of the close date hereof, of business on the Specified Dateall Company Stock Awards, (x) indicating as applicable, with respect to each RSU AwardCompany Stock Award then outstanding, the type of (A) the name and holder of such RSU AwardCompany Stock Award granted, (B) the number of shares of Company Common Stock underlying subject to such RSU Award Company Stock Award, the date of grant and, for each Company Option, the exercise or purchase price and expiration date thereof. (assumingc) 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, voting securities or other ownership interests in the Company, (B) options, calls, preemptive rights, subscriptions, warrants, 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. (d) 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 RSU Award that is subject 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 vesting 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 achievement value of performance goalsany 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 achievement outstanding shares of target performance goalscapital 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) and (C) in any Subsidiary of the date on Company or any other Person. There are no outstanding obligations to which such RSU Award was grantedthe Company or any of its Subsidiaries is a party restricting the transfer of, (y) or limiting the exercise of voting rights with respect to each Company Optionto, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andany Subsidiary Securities.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 60,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock of the Companystock, $.0001 par value per share ("Company Preferred Stock"). As of the close of business on October 9December 14, 2023 (the “Specified Date”)1999, (i) 19,353,641 20,324,094 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasurythe treasury of the Company or by Subsidiaries of the Company, and (iii) no shares of the Company Preferred Stock were issued and outstanding. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b3.2(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Date, (x) with respect to each RSU Award, of (A) the name and holder of such RSU Award, (B) Schedule lists the number of shares of Company Common Stock underlying reserved for future issuance pursuant to stock options granted and outstanding as of the date of this Agreement and the plans (if any) under which such RSU Award options were granted (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goalscollectively, the achievement of target performance goals"Company Stock Plans") and sets forth a complete and accurate list of all holders of outstanding options to purchase shares of Company Common Stock (C) such outstanding options, the date on which such RSU Award was granted"Company Stock Options"), (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) indicating the number of shares of Company Common Stock underlying subject to each Company Stock Option, and the exercise price, the date of grant, vesting schedule and the expiration date thereof. Section 3.2 of the Company Disclosure Schedule shows the number of shares of Company Common Stock reserved for future issuance pursuant to warrants or other outstanding rights to purchase shares of Company Common Stock outstanding as of the date of this Agreement (such outstanding warrants or other rights, the "Company Warrants") and the agreement or other document under which such Company OptionWarrants were granted and sets forth a complete and accurate list of all holders of Company Warrants indicating the number and type of shares of Company Common Stock subject to each Company Warrant, and the exercise price, the date of grant and the expiration date thereof. Except (x) as set forth in this Section 3.2 and (y) as reserved for future grants under Company Stock Plans, (Ci) there are no equity securities of any class of the type (incentive Company or nonqualified) any of its Subsidiaries, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (Dii) there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which the exercise price per shareCompany or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, andtransfer, deliver or sell, or cause to be issued, transferred, delivered or sold, additional shares of capital stock of the Company or any of its Subsidiaries or any security or rights convertible into or exchangeable or exercisable for any such shares, 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. Neither the Company nor any of its Subsidiaries has issued and outstanding any stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. To the knowledge of the Company, other than the Stockholder Agreements, there are no agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock of the Company or any of its Subsidiaries. (c) All outstanding shares of Company Common Stock are, and all shares of Company Common Stock subject to issuance as specified 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 By-laws or any agreement to which the Company is a party or is otherwise bound. There are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the Company Common Stock or the capital stock of the Company or any of its Subsidiaries or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in the Company or any Subsidiary of the Company or any other entity, other than guarantees of bank obligations of Subsidiaries of the Company entered into in the ordinary course of business. (d) All of the outstanding shares of capital stock of each of the Company's Subsidiaries are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and all such shares (other than directors' qualifying shares in the case of non-U.S. Subsidiaries, all of which the Company has the power to cause to be transferred for no or nominal consideration to the Buyer or the Buyer's designee) are owned, of record and beneficially, by the Company or another Subsidiary of the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in the Company's voting rights, charges or other encumbrances of any nature. (e) No consent of the holders of Company Stock Options is required in connection with the conversion of such options contemplated by Section 6.11.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 (i) 20,000,000 common shares, no par value, and as of August 14, 2019 there are 7,293,697 shares issued and outstanding (including 16,275 shares issued in respect of Company Common Restricted Stock Awards) and 5,000,000 of which no shares are held in treasury. The Company has no authorized, issued or outstanding preferred shares. The Company’s common shares (the “Shares”), as described above, constitute all of preferred the issued and outstanding capital stock of the CompanyCompany as of the date of this Agreement. The Shares have been duly authorized, validly issued and are fully paid and nonassessable. None of the Shares have been issued or disposed of in violation of any preemptive rights of any Person. As of the close date of business on October 9this Agreement, 2023 92,485 Shares were reserved for issuance upon the exercise of outstanding Company Stock Options and 103,173 Shares were available for future grants of equity awards under Company Stock Plans. The Company has furnished to Parent a true, complete copy of any Company Stock Plan, and Schedule 3.6(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all participants in any such Company Stock Plan as of the date hereof and identifies the number of Shares subject to Company Stock Plans held by each participant therein, the exercise price or prices of any Company Equity Award, if applicable, and the dates each Company Equity Award was granted, becomes exercisable (if applicable) and expires (if applicable). As of the “Specified Date”)date of this Agreement, (i) 19,353,641 no trust preferred or subordinated debt securities of the Company or any of its Subsidiaries are issued or outstanding. The Company has not elected to defer interest payments with respect to any trust preferred securities or related debentures issued by it or any of its affiliates. All outstanding shares or ownership interests of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all Bank of which were duly authorized, New Jersey are validly issued, fully paid and nonassessable, nonassessable and free of preemptive rights, (ii) no shares of preferred stock of directly and wholly owned by the Company were issued free and outstanding, and (iii) no shares clear of Company Common Stock were held in treasuryany Liens other than Permitted Liens. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable Except as disclosed in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(bSchedule 3.6(b) of the Company Disclosure Letter sets forth a true and complete listSchedule, as there are no outstanding (i) rights, plans, options, warrants, calls, conversion rights or any agreements, arrangements or commitments of any kind or character (either firm or conditional) obligating the Company or any of its Affiliates to issue, deliver or sell, or cause to be delivered or sold, any capital stock of the close Company, or any securities exchangeable for or convertible into the capital stock of business on the Specified DateCompany, (xii) with respect contractual obligations of the Company or any of its Affiliates, or rights of a Person, to each RSU Awardrepurchase, of (A) the name and holder of such RSU Award, (B) the number of redeem or otherwise acquire any shares of capital stock of the Company Common Stock underlying such RSU Award or its Subsidiaries, or (assumingiii) proxies, with respect voting agreements (except for the Voting Agreements), voting trusts, preemptive rights, rights of first refusal, rights of first offer, rights of co-sale or tag-along rights, shareholder agreements or other rights, understandings or arrangements regarding the voting or disposition of the Shares. No bonds, debentures, notes or other indebtedness having the right to vote on any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (C) the date matters on which such RSU Award was granted, the holders of capital stock may vote have been issued by the Company and are outstanding. (yc) with respect to each No Subsidiary of the Company Option, owns any capital stock of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 400,000,000 shares of Company Common Stock and 5,000,000 100,000,000 shares of preferred stock of the Companystock. As of the close of business on October 9July 20, 2023 2012 (the “Specified Measurement Date”), (i) 19,353,641 50,394,437 shares of Company Common Stock (including Company Restricted Stock) were are issued and outstanding, all no shares of which were preferred stock are issued and outstanding and no shares of Company Common Stock or preferred stock are held in the Company’s treasury or held by a Subsidiary of the Company. All outstanding Shares are, and any additional shares of Company Common Stock issued by the Company after the date hereof and prior to the Effective Time will be, duly authorized, authorized and validly issued, fully paid and nonassessable, and free of not subject to any preemptive rights. Except as set forth in this Section 3.3(a) and for changes after the date hereof resulting from the vesting of awards described in Section 3.3(b) and granted pursuant to Company Equity Plans outstanding on the date hereof, (ii) there are no outstanding shares of preferred capital stock of or other voting securities or ownership interests in the Company were issued and outstandingCompany. From the Measurement Date until the date of this Agreement, and (iii) no shares of Company Common Stock were held in treasuryor preferred stock have been issued, other than those shares issuable upon exercise of outstanding awards granted pursuant to the Company Equity Plans. (b) As of the close of business on the Specified Date, date hereof (i) 2,000 shares of 472,503 Restricted Shares are outstanding pursuant to the Company Common Stock were issuable with respect Equity Plans, (ii) 423,708 Restricted Share Units are outstanding pursuant to outstanding the Company Options with a weighted average exercise price of $6.98 per Equity Plans, each such Restricted Share Unit entitling the holder thereof to receive one share of Company Common Stock, and (iiiii) 598,054 2,842,688 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards are authorized and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for future issuance pursuant to the Company Stock Purchase PlanEquity Plans. Section 3.02(b3.3(b) of the Company Disclosure Letter sets forth contains a true complete and complete listcorrect list (which shall be updated not later than five days prior to the Effective Time) of each outstanding award granted pursuant to the Company Equity Plans, including, as applicable, the holder, date of the close of business on the Specified Dategrant, (x) with respect to each RSU Award, of (A) the name vesting schedule and holder of such RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award subject thereto. Except as set forth above in this Section 3.3(b), there are no Company Stock Rights. (assumingc) There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares or Company Stock Rights or to pay any dividend or make any other distribution in respect thereof. There are no voting trusts or other agreements or understandings to which the Company is a party with respect to any RSU Award that is subject to vesting based on the achievement voting of performance goals, stock of the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of 350,000,000 Company Common Stock Shares and 5,000,000 10,000,000 shares of preferred stock of the Companystock, par value $0.0001 per share (“Company Preferred Stock”). As of the close of business on October 9November 2, 2023 2015 (the “Specified Company Capitalization Date”), (ii)(A) 19,353,641 96,237,408 Company Shares were issued and outstanding (including 319,633 Company Shares underlying Company RSAs), (B) no Company Shares were held in treasury, (C) no Company Shares were held by the Company Subsidiaries, (D) Company Options covering 7,527,902 Company Shares were outstanding, with a weighted average exercise price per share of $24.24, and (E) Company RSUs covering 3,529,042 Company Shares were outstanding, (ii) 27,701,448 Company Shares were reserved for issuance pursuant to the Company Equity Plans, (iii) such number of Company Shares that may from time to time be issuable upon conversion of the Convertible Senior Notes were reserved for issuance by resolution of the Company Board of Directors, (iv) the maximum number of Company Shares issuable pursuant to the Warrants was 7,716,046 Company Shares, and (v) no shares of Company Common Preferred Stock (including Company Restricted Stock) were issued or outstanding. All the outstanding Company Shares are, and outstandingall Company Shares reserved for issuance as noted above shall be, all of which were when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable, non-assessable and free of preemptive pre-emptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b4.2(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Specified Company Capitalization Date, (x) with respect to each RSU Award, of (Ai) each Company Equity Award, (ii) the name and holder of such RSU Awardthe Company Equity Award holder, (Biii) the number of shares of Company Common Stock underlying such RSU Award each Company Equity Award, (assuming, with respect to any RSU Award that is subject to vesting based on the achievement of performance goals, the achievement of target performance goals) and (Civ) the date on which such RSU the Company Equity Award was granted, (yv) the Company Equity Plan under which the Company Equity Award was granted, (vi) the vesting schedule with respect to each the Company OptionEquity Award, including any right of (A) the name and holder acceleration of such Company Optionvesting schedule, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (Dvii) the exercise price per shareof each Company Equity Award, andif applicable, and (viii) the expiration date of each Company Equity Award, if applicable (such schedule, the “Company Equity Schedule”). (c) Except as set forth in Section 4.2(a) and Section 4.2(b) above, as of the date hereof: (i) the Company does not have any shares of capital stock or other equity interests issued or outstanding other than the Company Shares that have become outstanding after the Company Capitalization Date, but were reserved for issuance as set forth in Section 4.2(a)(ii) above, and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock to which the Company or any of the Company Subsidiaries is a party obligating the Company or any of the Company Subsidiaries to (A) issue, transfer or sell any shares in the capital or other equity interests of the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests (in each case other than to the Company or a wholly owned Subsidiary of the Company); (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment; (C) redeem or otherwise acquire any such shares in its capital or other equity interests; or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary that is not wholly owned. Except as set forth in Section 4.2(a) and Section 4.2(b) above, there are no outstanding obligations of the Company or any Company Subsidiary (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redemption or disposition of, or containing any right of first refusal or similar right with respect to, (iv) requiring the registration for sale of or (v) granting any preemptive or anti-dilutive rights with respect to, any shares of capital stock or other equity interests of the Company or any Company Subsidiary. (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 securities having the right to vote) with the Company Stockholders 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 of the Company or any Company Subsidiary.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists solely of 50,000,000 40,000,000 shares of Company Common Stock and 5,000,000 10,000,000 shares of preferred stock of the Companystock, par value $0.01 per share (“Company Preferred Stock”). As of the close of business on October 9, 2023 (the “Specified Date”)date of this Agreement, (i) 19,353,641 24,372,609 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all 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 or outstanding, (iv) 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 Company Stock Options, (vi) 968,985 shares of Company Common Stock were reserved for issuance pursuant to Company Restricted Stock Units, and (vii) 384,333 shares of Company Common Stock were reserved for issuance pursuant to the Warrants. Section 3.3(a) of the Company Disclosure Letter contains a true and complete schedule as of the date of this Agreement setting forth (as applicable) the holder, 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 Stock Option, (ii) each outstanding Company Restricted Stock Unit, (iii) each outstanding award of Company Restricted Stock and (iv) each outstanding Warrant. Except as set forth above, no shares of capital stock of the Company are issued, reserved for issuance or outstanding. All issued and outstanding shares of Company Common Stock and Company Preferred Stock are and all shares of Company Common Stock which may be issued pursuant to the exercise of a Company Stock Option or upon the vesting of a Company Restricted Stock Unit will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable (b) 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, and free debentures, notes or other obligations the holders of preemptive 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 separate class of holders of capital stock. Except as set forth above, there are not, as of the date of 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 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 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 the Company or any Company Subsidiary, any additional shares of capital stock of, or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity interest in, the Company or any Company Subsidiary, (ii) no shares of preferred stock of obligating the Company were issued and outstandingor any Company Subsidiary to issue, and grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, (iii) no shares obligating the Company or any Company Subsidiary pursuant to any right of first offer, right of first negotiation, right of first refusal, co-sale or similar provisions or (iv) giving 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 equity interests in, the Company Common Stock were held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of or any Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and (ii) 598,054 shares of Company Common Stock were issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and full vesting of time-based awards) and Restricted Stock Awards (assuming a target level of performance under performance-based awards)Subsidiary. As of the close date of business on this Agreement, there are no outstanding contractual obligations of the Specified DateCompany or any of the Company Subsidiaries to sell, repurchase, redeem or otherwise acquire or to register any shares of capital stock of, or other equity interests in, the Company had no Shares reserved for issuance, except for (A) the shares reserved for issuance pursuant to the outstanding Company Options, Restricted Stock Awards and RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (C) 1,080,574 Shares reserved for issuance pursuant to the Company Stock Purchase Plan. Section 3.02(b) or any of the Company Disclosure Letter sets forth Subsidiaries. There are no proxies, voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a true and complete list, as of the close of business on the Specified Date, (x) party or is bound with respect to each RSU Awardthe voting of the capital stock of, of (A) or other equity interests in, the name and holder of such RSU Award, (B) the number of shares of Company or any Company Subsidiary. No Company Common Stock underlying such RSU Award (assuming, with respect to is held by any RSU Award that is subject to vesting based on wholly owned Subsidiary of the achievement of performance goals, the achievement of target performance goals) and (C) the date on which such RSU Award was granted, (y) with respect to each Company Option, of (A) the name and holder of such Company Option, (B) the number of shares of Company Common Stock underlying such Company Option, (C) the type (incentive or nonqualified) and (D) the exercise price per share, andCompany.