Common use of Capitalization Clause in Contracts

Capitalization. (a) The authorized capital stock of Company consists of 100,000,000 shares of Company Common Stock, par value $0.0001 per share, and 20,000,000 shares of Preferred Stock, without par value ("COMPANY PREFERRED STOCK"). At the close of business on March 31, 2000, (i) 40,057,369 shares of Company Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instruments.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 (i) three hundred million (300,000,000) shares of Company Common Stock, par value $0.0001 0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and 20,000,000 (iii) two hundred million (200,000,000) shares of Preferred Stockexcess stock, without par value $0.01 per share ("COMPANY PREFERRED STOCK"“Excess Stock”). At As of the close of business on March 31May 4, 20002021 (the “Company Capitalization Date”), (iA) 40,057,369 98,301,860 Company Common Shares were issued and outstanding (inclusive of Restricted Stock Awards for 37,850 unvested Company Common Shares), (B) 21,985,616 Company Preferred Shares were issued and outstanding and (C) no shares of Company Common Excess Stock were issued and outstanding. As of the Company Capitalization Date, all (1) Options to purchase an aggregate of 855,978 Company Common Shares (790,978 of which were exercisable) were issued and outstanding, and (2) 1,155,382 Company Common Shares were reserved and available for issuance pursuant to the Incentive Plans. All outstanding shares of capital stock of the Company have been, and all Company Common Shares that may be issued pursuant to any Incentive Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are validly (or, in the case of Company Common Shares that have not yet been issued, will be) fully paid and nonassessable; , and were not (ii) 4,323,050 shares or, in the case of Company Common Stock were held Shares that have not yet been issued, will not be) issued in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise violation of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As Constituent Documents of the date hereof, no shares Company. No Company Subsidiary or controlled Affiliate of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of owns any Company Stock Option as a result of the MergerShares. (b) Except as set forth in Section 2.3(b) 3.5(a), as of the Company Schedule sets forth Capitalization Date, there are no outstanding (i) shares of capital stock or voting securities of the following information with respect Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to each acquire from the Company, or other obligations of the Company Stock Option to issue or pay cash valued by reference to, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (the items in clauses (i), (ii), and (iii) being referred to collectively as defined in Section 5.8) outstanding as the “Company Securities”). As of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that , there are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary no binding obligations of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For or any of the purposes of this AgreementCompany Subsidiaries to repurchase, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented redeem or otherwise put into effect by or under acquire any of the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsCompany Securities.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 shares of Company Common Stock and (ii) 100,000,000 shares of Preferred Stock, par value $0.0001 .01 per share, and 20,000,000 shares of Preferred Stock, without par value share (the "COMPANY PREFERRED STOCK"). At the close As of business on March 31April 30, 20001999, (i) 40,057,369 37,846,789 shares of Company Common Stock were issued and outstanding, all of which were validly issued and are validly issuedfully paid, fully paid nonassessable and nonassessable; not subject to preemptive rights, (ii) 4,323,050 405,217 shares of Company Common Series II Preferred Stock and 41,667 shares of Series III Preferred Stock were held in treasury by Company or by subsidiaries issued and outstanding, all of Company; which were validly issued and are fully paid, nonassessable and not subject to preemptive rights, (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 4,550,333, 5,453,800 and 9,910,462 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options Company Stock Options, Company Warrants or convertible debentures or notes, respectively. (b) Between April 30, 1999 and the date of this Agreement, no Company Stock Options have been granted by the Company under the PLD Equity Compensation Plan (the "COMPANY'S OPTION PLAN"). Except for (i) Company Stock Options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 an aggregate of 4,550,333 shares of Company Common Stock were reserved outstanding or available for issuance upon grant under the exercise Company's Option Plan, or under agreements or arrangements set forth in Section 3.3(b) of outstanding options the Company Disclosure Letter, (ii) Company Warrants to purchase Company Common Stock under the Director Plan; (vi) 266,168 an aggregate of 5,453,800 shares of Company Common Stock were reserved for issuance upon and (iii) $26,500,000 principal amount of the exercise Convertible Notes and $9,550,000 principal amount of outstanding options to purchase Company Common Stock under the 1989 Plan; obligations in respect of guarantees or loans advanced by News America Incorporated (vii"NEWS NOTES") 8,007,468 convertible for 3,840,580 and 6,069,882 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereofStock, no shares of Company Preferred Stock were issued or outstanding. There respectively, there are no options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments or agreements of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company to accelerate the vesting of or any Company Stock Option as a result Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Merger. (b) Company or any Company Subsidiary. Section 2.3(b3.3(b) of the Company Schedule Disclosure Letter sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding forth, as of the date of this Agreement: , (iw) the name and address of the optionee; persons to whom Company Stock Options have been granted or Company Warrants, Convertible Notes or News Notes have been issued, (iix) the particular plan pursuant to which such Company Stock Option was granted; aggregate principal amount of Convertible Notes and News Notes outstanding and the applicable conversion prices thereof, (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (ivy) the exercise price of such prices for the Company Stock Option; (v) the date on which Options and Company Warrants held by each such Company Stock Option was granted; (vi) the applicable vesting schedule; person and (viiz) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted whether such Company Stock Options that are currently outstanding and subject to vesting and, if subject to vesting, the form dates on which each of all stock option agreements evidencing such those Company Stock Options. Options vest. (c) All shares of Company Common Stock subject to issuance as aforesaidissuance, upon issuance prior to the Effective Time on the terms and conditions specified in the instrument pursuant to instruments under which they are issuable, would will be duly authorized, validly issued, fully paid paid, nonassessable and nonassessable. (cwill not be subject to preemptive rights. Except as set forth in Section 3.3(c) All of the Company Disclosure Letter, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common StockStock or any capital stock of any Company Subsidiary. Except as set forth in Section 3.3(c) of the Company Disclosure Letter, all each outstanding Company Stock Options, and all outstanding shares share of capital stock of each subsidiary Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by the Company or a 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 (collectively, "LIENS"). Except as set forth in Section 3.3 of the Company have been issued and granted Disclosure Letter there are no outstanding material contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in compliance with (ithe form of a loan, capital contribution or otherwise) all applicable securities laws and in, any Company Subsidiary that is not wholly owned by the Company or in any other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsperson.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 120,000,000 shares of Company Common Stock, 7,000,000 shares of Company Class A Common Stock, and 28,500,000 shares of preferred stock, par value $0.0001 .01 per share, and 20,000,000 shares of share (the "Company Preferred Stock, without par value ("COMPANY PREFERRED STOCK"), of which 670,000 shares are designated as Series A Junior Preferred Stock. At the close As of business on March 31August 24, 20001998, (i) 40,057,369 39,398,204 shares of Company Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 2,348,497 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options Options granted pursuant to purchase Company Common Stock under the Incentive Plan; Option Plans, (viii) 346,874 1,440,784 Options were granted and remained unexercised pursuant to the Option Plans, (iv) 1,908,554 shares of Company Common Stock were reserved for issuance upon the exercise conversion of outstanding options to purchase shares of Company Class A Common Stock under the Director Plan; Stock, (viv) 266,168 255,500 shares of Company Common Stock were reserved for issuance upon issued and held in the exercise treasury of outstanding options to purchase the Company, (vi) 1,908,554 shares of Company Class A Common Stock under the 1989 Plan; were issued and outstanding, (vii) 8,007,468 there were no shares of Company Common Preferred Stock issued and outstanding and (viii) 670,000 shares of Series A Junior Preferred Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 Rights. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Since August 24, 1998, no additional shares of capital stock or securities convertible into or exchangeable for such capital stock, have been issued other than any shares of Company Common Stock were reserved for issuance issued upon the exercise of the Options granted under the Option Plans or upon conversion of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Class A Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; Stock, and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Preferred Stock were issued or outstandinghave been issued. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b3.2(a) of the Company Disclosure Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: identifies (i) the name and address holders of each of the optionee; Options, (ii) the particular plan pursuant to which such Company Stock Option was granted; number of Options vested for each holder, (iii) the Option Plan under which each Option was issued, (iv) the number of shares of Company Common Stock subject to Options held by such Company Stock Option; holder and (ivv) the exercise price of such Company Stock Option; (v) each of the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instrument instruments pursuant to which they are issuable, would will be duly authorized, validly issued, fully paid paid, nonassessable and nonassessable. (cfree of preemptive rights. Except for shares of Company Common Stock issuable upon exercise of the Options described in Section 3.2(a) All of the Company Disclosure Schedule or upon conversion of outstanding shares of Company Class A Common Stock, or as otherwise set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no (i) options, warrants, calls, subscriptions or other rights, convertible securities, agreements or commitments of any character obligating the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) outstanding contractual obligations or commitments of any character of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock of the Company or any Company Subsidiary, (iii) outstanding contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any capital stock of the Company or any Company Subsidiary, (iv) outstanding contractual obligations or commitments of any character granting any preemptive or antidilutive right with respect to, any capital stock of the Company or any Company Subsidiary or (v) voting trusts or similar agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock of the Company or any Company Subsidiary. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than guarantees by the Company of any indebtedness of any Company Subsidiary. (b) Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. Except as disclosed in Section 3.2(b) of the Company Disclosure Schedule, all outstanding Company Stock Options, and all of the outstanding shares of capital stock of each subsidiary Company Subsidiary are owned of record and beneficially, directly or indirectly, by the Company have been issued Company, free and granted in compliance with (i) clear of all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes mortgages, security interests, liens, claims, pledges, options, rights of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contractsfirst refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and instrumentsother material encumbrances of any nature whatsoever.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 shares of Company Common StockStock and 1,000,000 shares of preferred stock, par value $0.0001 1.00 per share, and 20,000,000 shares of share ("Company Preferred Stock, without par value ("COMPANY PREFERRED STOCK"). At the close As of business on March 31November 2, 20001997, (i) 40,057,369 24,413,686 shares of Company Common Stock were issued and outstanding, all of which are were validly issued, fully paid and nonassessable; nonassessable and were issued free of preemptive (or similar) rights, (ii) 4,323,050 7,338,764 shares of Company Common Stock were held in the treasury by Company or by subsidiaries of the Company; , (iii) 233,633 shares an aggregate of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 1,322,688 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding options Options issued pursuant to purchase the Company Common Stock under the Incentive Plan; Plans and (viv) 346,874 an aggregate of 7,616,003 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding conversion rights of the Convertible Notes. Since November 2, 1997, no options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; have been granted and (xi) no shares of Company Common Stock were reserved have been issued except for future grant under shares issued pursuant to the 1989 Planexercise of Options or the conversion of Convertible Notes. As of the date hereof, no shares of Company Preferred Stock were are issued or and outstanding. There are no commitments or Except (i) as set forth above, (ii) as provided pursuant to Sections 6.13 and 6.14 and (iii) for 200,000 aggregate common stock equivalents (the "Common Stock Equivalents") issued pursuant to the agreements set forth on Section 3.3 of any character to which the Company is bound obligating Disclosure Schedule (provided that any inaccuracies in such Section 3.3 with respect to the Common Stock Equivalents which are not, individually or in the aggregate, material to the Offer and the Merger shall not constitute a breach of this representation and warranty), true and complete copies of which have been provided to Purchaser, there are outstanding or reserved for issuance (a) no shares of capital stock or other voting securities of the Company, (b) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (c) no options or other rights to acquire from the Company, and no obligation of the Company to accelerate the vesting of issue, any Company Stock Option as a result of the Merger. (b) Section 2.3(b) capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company and (d) no equity equivalents, interests in the ownership or earnings of the Company or other similar rights (collectively, "Company Securities"). Section 3.3 of the Company Disclosure Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as a true and complete list of the date of this Agreement: (i) Options and the name and address of Common Stock Equivalents, indicating for each Option or Common Stock Equivalent the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) holder thereof, the number of shares of Company Common Stock subject to such Company Stock Option; (iv) thereto, and the exercise price and expiration date thereof (provided that any inaccuracies in such list which are not, individually or in the aggregate, material to the Offer and the Merger shall not constitute a breach of such this representation and warranty). The conversion price for the Convertible Notes is $8.53466 per share of Company Stock Option; (v) Common Stock. There are no outstanding obligations of the date on which such Company Stock Option was granted; (vi) or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth above, there are no options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the applicable vesting schedule; and (vii) issued or unissued capital stock of the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies or any of all stock option plans pursuant its subsidiaries to which the Company has granted such Company Stock Options that are currently outstanding and the form or any of all stock option agreements evidencing such Company Stock Optionsits subsidiaries is a party. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument instruments pursuant to which they are issuable, would and all Shares issued pursuant to Sections 6.13 and 6.14, shall be duly authorized, validly issued, fully paid and nonassessable. nonassessable and free of preemptive (cor similar) All rights. There are no outstanding shares contractual obligations of the Company Common Stockor any of its subsidiaries to provide funds to or make any investment (in the form of a loan, all outstanding capital contribution or otherwise) in any subsidiary of the Company Stock Optionsor any other entity which would be material to the Company or such subsidiary, and all as the case may be. Each of the outstanding shares of capital stock of each of the Company's Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and all such shares are owned by the Company or another wholly owned subsidiary of the Company and are owned free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever except where the failure to own such shares free and clear would not, individually or in the aggregate, have been issued a Material Adverse Effect. The Company does not hold any capital stock or other equity interests, directly or indirectly, in any person other than its wholly-owned subsidiaries, a true and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements complete list of which subsidiaries is set forth in applicable Contracts. For Section 3.3 of the purposes Company Disclosure Schedule (provided that any inaccuracies in such list which are not, individually or in the aggregate, material to the Offer and the Merger shall not constitute a breach of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) representation and (ii) all requirements set forth in applicable contracts, agreements, and instrumentswarranty).

Capitalization. (a) The authorized capital stock of Company B consists of 100,000,000 60,000,000 shares of Company B Common Stock and 2,000,000 shares of Preferred Stock, par value $0.0001 .01 per share, and 20,000,000 which shares of Preferred Stock have been divided into (a) 1,979,993 shares of Preferred Stock, without par value (b) 20,000 shares of Series A Junior Participating Cumulative Preferred Stock (the "COMPANY B SERIES A PREFERRED STOCK"), (c) four shares of B Series B Special Preferred Stock, (d) one share of B Series C Special Preferred Stock, (e) one share of B Series D Special Preferred Stock and (f) one share of B Series E Special Preferred Stock. At As of the close of business on March 31December 18, 20002001, (i) 40,057,369 34,150,809 shares of Company B Common Stock, no shares of B Series A Junior Participating Cumulative Preferred Stock, four shares of B Series B Special Preferred Stock, one share of B Series C Special Preferred Stock, one share of B Series D Special Preferred Stock and one share of B Series E Special Preferred Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; , (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company any series or class of capital stock of B were owned by B or held in the treasury of B, (iii) 4,457,500 shares of B Common Stock were reserved for future grant under issuance pursuant to the 1989 Plan. As B Option Plans, options in respect of the date hereof, no 3,033,000 shares of Company Preferred B Common Stock were issued or outstandingoutstanding and options in respect of 1,778,000 shares of B Common Stock were vested and exercisable at a weighted average exercise price of $3.1526 per share. There Except for these options granted pursuant to B Option Plans, there are no options, warrants or other rights, agreements, arrangements or commitments or agreements of any character relating to which the Company issued or unissued capital stock of B, or obligating B to issue, vote or sell any shares of capital stock of, or other equity interests in, B. The B 1996 Option Plans require that, at the Effective Time, each B Option issued under either of the B 1996 Option Plans that is bound obligating outstanding and unexercised immediately prior to the Company to accelerate Effective Time shall terminate without any further liability on the vesting part of B or the B Surviving Entity and without any further action on the part of any Company Stock Option as a result of person. At the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: Effective Time, (i) the name B 1994 Option Plan requires that each B Option issued under such B 1994 Option Plan that is outstanding and address unexercised immediately prior to the Effective Time convert and adjust as provided in SECTION 2.05 hereof pursuant to the terms of such B 1994 Option Plan without any further action on the optionee; part of any person and (ii) no more than 50,000 shares of B Common Stock in the particular plan aggregate are, or will immediately prior to the B Effective Time be, issuable upon the exercise of all B Options issued pursuant to which such Company Stock the B 1994 Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price Plan that are outstanding and unexercised as of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Optionstime. All shares of Company Common Stock B Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument instruments pursuant to which they are issuable, would will be duly authorized, validly issued, fully paid and nonassessable. (c) All . There are no outstanding shares contractual obligations of Company Common StockB to repurchase, all outstanding Company Stock Options, and all outstanding redeem or otherwise acquire any shares of capital stock of each subsidiary B. Except for its ownership interests described in the B Disclosure Schedule, B does not beneficially own directly or indirectly and has not agreed to purchase or otherwise acquire, any of the Company capital stock of, or any interest convertible into or exchangeable or exercisable for, any of the capital stock of any corporation, partnership, joint venture or other business association or entity. There are no material outstanding contractual obligations of B to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any person. B is obligated to issue up to 1,685,380 shares 18 of B Common Stock pursuant to the Pilots Allocation Agreement, of which 518,910 have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For of the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsdate hereof.

Capitalization. (a) The As of the date hereof and immediately prior to the completion of the transactions contemplated by Sections 6.3(f)(i), (ii) and (iii), the authorized capital stock of Company ASC consists of (i) 115,500,000 shares of common stock, par value $0.01 per share, of which (1) 15,000,000 shares have been designated common stock, Class A, par value $0.01 per share (the "ASC Class A Common Stock"), and (2) 100,000,000 shares have been designated ASC Common Stock, (ii) 500,000 shares of Company Common Serial Preferred Stock, par value $0.0001 0.01 per share, and 20,000,000 of which (1) 40,000 shares of have been designated 10.5% Repriced Convertible Exchangeable Preferred Stock, without par liquidation value $1,000 per share (the "COMPANY PREFERRED STOCKASC Series A Preferred Stock"), and (2) 150,000 shares have been designated 8.5% Series B Convertible Participating Preferred Stock, liquidation value $1,000 per share (the "ASC Series B Preferred Stock"). At the close As of business on March October 31, 2000, (i) 40,057,369 15,708,633 shares of Company ASC Common Stock were issued and outstanding, all of which were validly issued and are validly issuedfully paid, fully paid nonassessable and nonassessablenot subject to preemptive rights; (iiiii) 4,323,050 100 shares of Company ASC Common Stock were held in the treasury by Company of ASC or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPPthe ASC Subsidiaries; (iv) 6,505,987 5,113,319 shares of Company ASC Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common ASC Stock under the Incentive PlanOptions; (v) 346,874 36,626 shares of Company ASC Series A Preferred Stock were issued and outstanding (which were convertible into 1,306,943 shares of ASC Common Stock), all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights; (vi) 150,000 shares of ASC Series B Preferred Stock were issued and outstanding, all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights; and (vii) 14,760,530 shares of ASC Class A Common Stock were issued and outstanding (which were convertible into 14,760,530 shares of ASC Common Stock), all of which were validly issued and are fully paid, nonassessable and not subject to preemptive rights. Except as set forth above, as of October 31, 2000, no shares of capital stock or other voting securities of ASC were issued, reserved for issuance or outstanding and, since such date, no shares of capital stock or other voting securities or options in respect thereof have been issued except upon the exercise of ASC Stock Options outstanding on such date. Together, the ASC Common Stock, the ASC Class A Common Stock and the ASC Preferred Stock are referred to in this Agreement as the "ASC Shares". (b) As of October 31, 2000, an aggregate of 5,113,319 options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company ASC Common Stock ("ASC Stock Options") have been granted by ASC and are outstanding under the 1997 Stock Option Plan (as amended to date, the "WARRANTSASC Option Plan"); . Except (ixi) 106,473 for the warrants and transactions described in Section 5.10(l), (ii) as set forth in Section 4.3(a), (iii) for ASC Stock Options to purchase an aggregate of 5,485,088 shares of Company ASC Common Stock were outstanding or available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; ASC Option Plan and (xiiv) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As agreements or arrangements set forth in Section 4.3(b) of the date hereofASC Disclosure Letter, no shares of Company Preferred Stock were issued or outstanding. There there are no options, warrants, calls, conversion rights, stock appreciation rights, redemption rights, repurchase rights or other rights, agreements, arrangements or commitments or agreements of any character to which the Company ASC is a party or by which ASC is bound relating to the issued or unissued capital stock of ASC, Merger Sub or any ASC Subsidiary or obligating ASC, Merger Sub or any ASC Subsidiary to issue or sell any shares of capital stock of, other equity interests in, or securities exchangeable for or convertible into the Company to accelerate the vesting of capital stock or other equity interest in ASC, Merger Sub or any Company Stock Option as a result of the Merger. (b) ASC Subsidiary. Section 2.3(b4.3(b) of the Company Schedule ASC Disclosure Letter accurately and completely sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding forth, as of the date of this Agreement: , (ix) the name and address of the optionee; persons to whom ASC Stock Options have been granted, (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (ivy) the exercise price of for ASC Stock Options held by each such Company person and (z) whether such ASC Stock Option; (v) Options are subject to vesting and, if subject to vesting, the date dates on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies each of all stock option plans pursuant to which the Company has granted such Company those ASC Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. vest. (c) All shares of Company ASC Common Stock issued are, and all shares of ASC Common Stock subject to issuance as aforesaidwill be, upon issuance prior to the Effective Time on the terms and conditions specified in the instrument pursuant to instruments under which they are issuable, would duly authorized, validly issued, fully paid, nonassessable and will not be subject to preemptive rights. Except as set forth in Section 4.3(c) of the ASC Disclosure Letter, (i) there are no outstanding contractual obligations of ASC, Merger Sub or any ASC Subsidiary to repurchase, redeem or otherwise acquire any shares of ASC Common Stock or any capital stock of Merger Sub or any ASC Subsidiary; (ii) each outstanding share of capital stock of each ASC Subsidiary is duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights and each such share owned by ASC or an ASC Subsidiary is free and clear of all Liens; and (iii) there are no outstanding material contractual obligations of ASC, Merger Sub or any ASC Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any ASC Subsidiary that is not wholly owned by ASC or in any other person. (d) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share (the "Sub Common Stock"). All of the issued and outstanding shares of Sub Common Stock are owned directly by ASC and are duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instruments.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 (a) 15,000,000 shares of Company Class A Common Stock, (b) 15,000,000 shares of Class B Common Stock and (c) 5,000,000 shares of preferred stock, no par value $0.0001 per share(the "Preferred Stock"), and 20,000,000 4,818 shares of which are designated Series A Junior Participating Preferred Stock, without no par value ("COMPANY PREFERRED STOCK")value, and 5,254 of which are designated Series B Junior Participating Preferred Stock, no par value. At the close of business on March 31February 29, 2000, (i) 40,057,369 4,817,394 shares of Company Class A Common Stock and 5,253,862 shares of Class B Common Stock, all of which were validly issued, fully paid and nonassessable and no shares of Preferred Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 no shares of Company Class A Common Stock and Class B Common Stock were held in the treasury by of the Company or by subsidiaries of Company; the Company Subsidiaries, (iii) 233,633 1,227,150 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Class B Common Stock were reserved for issuance upon in connection with the exercise of outstanding options to purchase Company Common Stock under Options in the Incentive Plan; amounts and at the exercise prices set forth in Section 3.03 of the Disclosure Schedule, (viv) 346,874 4,818 shares of Company Common Series A Junior Participating Preferred Stock were reserved for issuance upon pursuant to the exercise of outstanding options to purchase Company Common Stock under the Director Plan; Rights Agreement and (viv) 266,168 5,254 shares of Company Common Series B Junior Participating Preferred Stock were reserved for issuance upon pursuant to the exercise Rights Agreement (defined below). Except as set forth in Section 3.03 of outstanding options to purchase Company the Disclosure Schedule, all publicly traded shares of Common Stock under are authorized for listing on the 1989 Plan; (vii) 8,007,468 shares of Company Common American Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock Exchange (the "WARRANTSAMEX"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of From February 29, 2000 through the date hereof, no the Company has not issued any additional shares of capital stock, except pursuant to the exercise of Company Preferred Stock were Options outstanding on February 29, 2000, nor has the Company granted any additional options, warrants or other rights or entered into any agreements, arrangements or commitments of any character relating to the issued or outstandingunissued 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. There Except as issued pursuant to the Company Stock Plans, the Rights Agreement, pursuant to agreements or arrangements described in Section 3.03 of the Disclosure Schedule or as set forth in the Company SEC Reports (as defined herein), there are no options, warrants or other rights, agreements, arrangements or commitments or agreements of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company to accelerate the vesting of or any Company Stock Option as a result Subsidiary to issue or sell any shares of the Merger. (b) Section 2.3(b) of capital stock of, or other equity interests in, the Company Schedule sets forth the following information with respect to each or any Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock OptionsSubsidiary. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance prior to the Effective Time on the terms and conditions specified in the instrument instruments pursuant to which they are issuable, would will be duly authorized, validly issued, fully paid and nonassessable. (c) All . Except as set forth in Section 3.03 of the Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Common Stock or any capital stock of any Company Common Stock, all Subsidiary. Each outstanding Company Stock Options, and all outstanding shares share of capital stock of each subsidiary Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Section 3.03 of the Disclosure Schedule, 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, except where failure to own such shares free and clear would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Section 3.03 of the Disclosure Schedule, there are no material outstanding contractual obligations of the Company have been issued or any Company Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person, other than obligations arising in the ordinary course of business, obligations disclosed in the Company SEC Reports and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For guarantees by the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority Company of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsindebtedness of any Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 750,000,000 shares of Company Class A Common Stock, 75,000,000 shares of Class B Common Stock and 10,000,000 shares of preferred stock, par value $0.0001 per share, and 20,000,000 shares of share (“Company Preferred Stock, without par value ("COMPANY PREFERRED STOCK"”). At As of June 6, 2019 (the close of business on March 31, 2000“Company Capitalization Date”), (i) 40,057,369 (A) 76,916,180 shares of Company Class A Common Stock were issued and outstanding and 10,380,023 shares of Class B Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (iiB) 4,323,050 no shares of Company Class A Common Stock and no shares of Class B Common Stock were held in treasury by Company or by subsidiaries of the Company; ’s treasury, (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xiC) no shares of Class A Common Stock and no shares of Class B Common Stock were held by the Company Subsidiaries, (D) Company Options covering 113,502 shares of Class A Common Stock were outstanding, with a weighted average exercise price per share of $52.20, (E) Company Options covering 878,245 shares of Class B Common Stock were outstanding, with a weighted average exercise price per share of $8.09, (F) Company RSUs covering 7,321,757 shares of Class A Common Stock were outstanding; and (G) Company PSUs covering 109,125 shares of Class A Common Stock were outstanding (assuming any applicable performance targets were deemed satisfied at maximum performance); (ii) 10,064,259 shares of Class A Common Stock and no shares of Class B Common Stock were reserved for future grant under issuance pursuant to the 1989 Plan. As Company Equity Plans; (iii) 4,591,023 shares of Class A Common Stock were reserved for future issuance pursuant to the date hereof, Company ESPP; and (iv) no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements All the outstanding shares of any character Company Common Stock are, and all shares of Company Common Stock reserved for future issuance as described above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. The Company has sufficient authorized and unissued shares of Class A Common Stock to which effect the Company is bound obligating the Company to accelerate the vesting conversion of any Company all outstanding shares of Class B Common Stock Option as a result into shares of the MergerClass A Common Stock. (b) Section 2.3(b4.2(b) of the Company Schedule Disclosure Letter sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding a true and complete list, as of the date Company Capitalization Date, of this Agreement: (i) the name and address of the optionee; each Company Equity Award, (ii) the particular plan pursuant to which such name of the Company Stock Option was granted; Equity Award holder, (iii) the number of shares of Company Common Stock subject to such underlying each Company Stock Option; Equity Award, (iv) the date on which the Company Equity Award was granted, (v) the Company Equity Plan under which the Company Equity Award was granted, (vi) the vesting schedule with respect to the Company Equity Award, including any right of acceleration of such vesting schedule, (vii) the exercise price of such each Company Stock Option; Equity Award, if applicable, and (vviii) the expiration date on which such of each Company Stock Option was granted; Equity Award, if applicable. (vic) Except as set forth in Section 4.2(a) and Section 4.2(b), and other than the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to that have become outstanding after the Company Capitalization Date that were reserved for issuance as aforesaid, upon issuance on set forth in Section 4.2(a)(ii) and issued in accordance with the terms of the applicable Company Equity Plan and conditions specified Company Equity Award, in each case as of the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. date hereof: (ci) All outstanding shares of the Company Common Stock, all outstanding Company Stock Options, and all outstanding does not have any shares of capital stock of each subsidiary of the Company have been or other equity interests issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) or outstanding and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreementthere are no outstanding subscriptions, "LEGAL REQUIREMENTS" means any federaloptions, statewarrants, localputs, municipalcalls, foreign exchangeable or convertible securities or other lawsimilar rights, statuteagreements 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, constitutiontransfer or sell, principle or make any payment with respect to, any shares of common lawcapital stock or other equity interests of the Company or any Company Subsidiary or securities convertible into, resolutionexchangeable for or exercisable for, ordinanceor that correspond to, codesuch shares or equity interests, edict(B) grant, decreeextend or enter into any such subscription, ruleoption, regulationwarrant, ruling put, call, exchangeable or requirement issuesconvertible securities or other similar right, enactedagreement or commitment, adopted, promulgated, implemented (C) redeem or otherwise put acquire any such shares of capital stock or other equity interests or (D) 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 (1) restricting the transfer of, (2) affecting the voting rights of, (3) requiring the repurchase, redemption or disposition of, or 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 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 effect by or under exercisable for securities having the authority of right to vote) with the Company Stockholders on any Governmental Entity matter. (as defined belowe) and (ii) all requirements set forth in applicable contracts, There are no voting trusts or other agreements, and instrumentscommitments or understandings to which the Company or any Company Subsidiary (or to the Company’s Knowledge, a Company Stockholder) is a party with respect to the voting of the capital stock or other equity interests of the Company or any Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 (i) 60,000,000 shares of Company Common Stock, and (ii) 5,000,000 shares of preferred stock, par value $0.0001 .001 per share, and 20,000,000 shares of share ("Preferred Stock" ), without par value of which 600,000 are designated as Series A Junior Participating Preferred Stock (the "COMPANY PREFERRED STOCKSeries A Preferred Stock") and 4,400,000 are designated as the Series B Preferred Stock (the Series B Preferred Stock together with the Series A Preferred Stock and the Common Stock, the "Company Capital Stock"). At As of the close of business on March 31September 28, 20002003, (i) 40,057,369 24,696,691 shares of Company Common Stock were issued and outstanding (excluding 1,895,426 shares of Common Stock issued and held in the treasury of the Company), (ii) no shares of Series A Preferred Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 2,947,651 shares of Company Common Series B Preferred Stock were available for future issuance pursuant to Company's ESPP; issued and outstanding, (iv) 6,505,987 1,895,426 shares of Company Common Stock and no shares of Preferred Stock were issued and held in the treasury of the Company, (v) 7,184,688 shares of Common Stock were reserved for issuance upon the exercise of pursuant to outstanding options to purchase Company Common Stock under the Incentive Plan; Options, (vvi) 346,874 1,277,183 shares of Company Common Stock were reserved for subject to issuance upon the exercise of outstanding options to purchase under Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; Warrants and (vii) 8,007,468 114,539 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant issuance in the purchase period ending October 31, 2003 under the Incentive Plan; (x) 83,814 Company ESPP. All of the outstanding shares of Company Common Capital Stock were available for future grant under the Director Plan; are, and (xi) no all shares of Company Common Capital Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Preferred Stock were which may be issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such outstanding Company Stock Option; (v) Options and Company Warrants will be, when issued in accordance with the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaidrespective terms thereof, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessablenon-assessable. The rights, preferences and privileges of the Preferred Stock are as set forth in the Certificate of Incorporation of the Company and in the Certificate of Designation for each of the Series A Preferred Stock and Series B Preferred Stock. None of the outstanding securities of the Company has been issued in violation of any federal or state securities laws. (cb) All outstanding Except as set forth above, as of the date hereof, (i) there are no shares of capital stock of the Company Common authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, preemptive or similar rights, bonds, debentures, notes or other indebtedness having general voting rights or debt convertible into securities having such rights ("Voting Debt") or subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company obligating the Company to issue, transfer or sell or cause to be issued, transferred, sold or repurchased any options or shares of capital stock or Voting Debt of, or other equity interest in, the Company or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment and (iii) there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Capital Stock, all or other capital stock of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. All of the outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary of the Company is owned directly or indirectly by the Company and each such share owned by the Company or any of its subsidiaries, is free and clear of all liens, charges, security interests, options, claims, mortgages, pledges, assessments, charges, adverse claims, rights of others or restrictions (whether on voting, sale, transfer, disposition or otherwise) or other encumbrances or restrictions of any nature whatsoever whether imposed by agreement, understanding, law or equity, or any conditional sale contract, title retention contract or other contract to give or refrain from giving any of the foregoing ("Encumbrances") and is validly issued, fully paid and nonassessable. There are no outstanding options, rights or agreements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of such Company subsidiary to any person other than the Company. (c) There are no voting trusts or other agreements or understandings to which the Company is a party with respect to the voting of the Company Capital Stock. (d) Following the Effective Time, no holder of Company Options or Company Warrants will have been issued and granted any right to receive shares of common stock of the Surviving Corporation upon exercise of Company Options or Company Warrants. (e) Except as disclosed in compliance with Section 3.2(e) of the Company Disclosure Letter, no Indebtedness of the Company contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by the Company, or (iii) the ability of the Company to grant any lien on its properties or assets. As used in this Agreement, "Indebtedness" means (i) all applicable securities laws indebtedness for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and other applicable Legal Requirements (as defined below) and payable in accordance with customary practices), (ii) any other indebtedness that is evidenced by a note, bond, debenture or similar instrument, (iii) all requirements set forth obligations under financing leases, (iv) all obligations in applicable Contracts. For the purposes respect of this Agreementacceptances issued or created, "LEGAL REQUIREMENTS" means (v) all liabilities secured by any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of lien on any Governmental Entity (as defined below) property and (iivi) all requirements set forth in applicable contracts, agreements, and instrumentsguarantee obligations.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 (i) 1,000,000,000 shares of Company Common StockStock and (ii) 100,000,000 shares of preferred stock of the Company, par value $0.0001 0.01 per shareshare (“Company Preferred Stock”). As of November 18, and 20,000,000 2019, there were outstanding (i) 540,558,193 shares of Company Common Stock (none of which is subject to vesting conditions or is treasury stock or is owned by the Company or any of its Subsidiaries (other than any Fiduciary Shares)), (ii) no shares of Company Preferred Stock, without par value ("COMPANY PREFERRED STOCK"). At the close iii) Company Stock Options to purchase an aggregate of business on March 31, 2000, 503,247 shares of Company Common Stock (i) 40,057,369 of which options to purchase an aggregate of 377,435 shares of Company Common Stock were issued exercisable and outstanding125,812 were incentive stock options), all of which are validly issued, fully paid and nonassessable; (iiiv) 4,323,050 1,949,736 shares of Company Common Stock were held in treasury by subject to outstanding Company or by subsidiaries of Company; RSU Awards, (iiiv) 233,633 934,037 shares of Company Common Stock were available for future issuance pursuant subject to Company's ESPP; outstanding Company PSU Awards, determined assuming maximum performance levels were achieved, (ivvi) 6,505,987 195,588 shares of Company Common Stock were issuable in respect of Company Director RSU Awards, and (vii) 4,412,099 additional shares of Company Common Stock were reserved for issuance upon pursuant to the Company Stock Plans. Except as set forth in this ‎Section 4.05(a) and for changes since November 18, 2019 resulting from (A) the exercise of Company Stock Options outstanding options to purchase on such date or issued after such date, (B) the vesting and settlement of any Company Common Stock under RSU Awards and Company PSU Awards, and (C) the Incentive Plan; (v) 346,874 shares issuance of Company Common Stock were Equity Awards, in each case as and to the extent permitted by ‎Section 6.01, there are no issued, reserved for issuance upon the exercise of or outstanding options to purchase Company Common Stock under the Director Plan; (vii) 266,168 shares of capital stock or other voting securities of, or other ownership interest in, the Company, (ii) securities of the Company Common Stock were reserved or any of its Subsidiaries convertible into or exchangeable for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of capital stock or other voting securities of, or other ownership interests in, the Company, (iii) warrants, calls, options or other rights to acquire from the Company Common Stock were reserved for issuance upon the exercise or any of its Subsidiaries, or other obligations of the Stock Option Agreement; Company or any of its Subsidiaries to issue, any capital stock or other voting securities of, or other ownership interests in, or securities convertible into or exchangeable for capital stock or other voting securities of, or other ownership interests in, the Company, or (viiiiv) 43,200 shares restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of the Company Common Stock were reserved for issuance upon or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the exercise of outstanding warrants to purchase value or price of, any capital stock or other voting securities of, or other ownership interests in, the Company Common Stock (the "WARRANTS"items in clauses (i) through (iv) being referred to collectively as the “Company Securities”); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(bAll 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, fully paid and nonassessable and free of preemptive rights. No Subsidiary of the Company owns any shares of capital stock of the Company (other than any such shares owned by Subsidiaries of the Company that are Fiduciary Shares). ‎Section 4.05(b) of the Company Disclosure Schedule sets forth the following information a true and complete list of all outstanding Company Equity Awards as of November 18, 2019, including with respect to each Company Stock Option (as defined in Section 5.8) outstanding as such equity award, the holder, date of grant, vesting schedule, whether the award provides for accelerated vesting upon the consummation of the date of transactions contemplated by this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant , whether subject to which such Company Stock Option was granted; (iii) the performance conditions, number of shares of Company Common Stock subject to such Company Stock Option; award (iv) assuming maximum performance levels were achieved, if applicable), the exercise price amount of any accrued but unpaid dividend equivalent rights relating to such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such award and, for Company Stock Options, the applicable exercise price, expiration date and whether it is an incentive stock option. All shares Five (5) Business Days prior to the Closing Date, the Company shall provide Parent with a revised version of ‎Section 4.05(b) of the Company Common Stock subject Disclosure Schedule, updated as of such date. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to issuance as aforesaidvote (or convertible into, upon issuance or exchangeable for, securities having the right to vote) on any matters on which stockholders of the terms and conditions specified in Company may vote. There are no outstanding obligations of the instrument pursuant Company or any of its Subsidiaries to which they are issuablerepurchase, would be duly authorized, validly issued, fully paid and nonassessableredeem or otherwise acquire any Company Securities. Neither the Company nor any of its Subsidiaries is a party to any agreement with respect to the voting of any Company Securities. (c) All outstanding shares of There are no shareholders agreements, voting trusts, registration rights agreements or other similar agreements or understandings to which the Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary or any Subsidiary of the Company have been issued and granted in compliance is a party with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For respect to the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign capital stock or other law, statute, constitution, principle equity interests of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsCompany.

Capitalization. (a) The authorized capital stock of Company Comcast consists of 100,000,000 (i) 200,000,000 shares of Company Comcast Class A Common Stock, par value $0.0001 per share(ii) 50,000,000 shares of Comcast Class B Common Stock, (iii) 2,500,000,000 shares of Comcast Class A Special Common Stock and (iv) 20,000,000 shares of Preferred Stock, without par value ("COMPANY PREFERRED STOCK")preferred stock. At As of the close of business on March October 31, 20002001, there were outstanding (1) 21,829,422 shares of Comcast Class A Common Stock, (i2) 40,057,369 9,444,375 shares of Company Comcast Class B Common Stock, (3) 913,741,189 shares of Comcast Class A Special Common Stock (inclusive of shares issued pursuant to the Comcast Employee Stock Purchase Plan and exclusive of all shares of restricted stock granted under any compensatory plan or arrangements), (4) options to purchase an aggregate of 55,779,734 shares of Comcast Class A Special Common Stock (of which options to purchase an aggregate of 16,853,169 shares of Comcast Class A Special Common Stock were exercisable), (5) phantom shares, stock units, stock appreciation rights, other stock-based awards or other deferred stock awards issued and outstandingunder any stock option, all compensation or deferred compensation plan or arrangement with respect to an aggregate of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 6,793,483 shares of Company Comcast Class A Special Common Stock and (6) no shares of preferred stock. As of October 31, 2001, no shares of Comcast Common Stock were held in treasury by Company trust or by subsidiaries of Company; (iii) 233,633 in treasury. All outstanding shares of Company Common Stock were available for future issuance capital stock of Comcast have been, and all shares that may be issued pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon any compensatory plan or arrangement will be, when issued in accordance with the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereofrespective terms thereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instruments.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 300,000,000 shares of Company Common Stock. As of April 7, par value $0.0001 per share1997, and 20,000,000 (a) 36,964,587 shares of Preferred Stock, without par value ("COMPANY PREFERRED STOCK"). At the close of business on March 31, 2000, (i) 40,057,369 shares of Company Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (iib) 4,323,050 36,964,587 shares of Company Common Stock were held in treasury by Company or by subsidiaries subject to Common Stock Purchase Rights ("Rights") issued pursuant to the Company's Rights Agreement, (c) Options to purchase an aggregate of Company; (iii) 233,633 2,600,882 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 outstanding, 2,600,882 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options Options and 2,506,802 shares were reserved for future grants under the Stock Option Plans, and there were no stock appreciation rights or limited stock appreciation rights outstanding other than those attached to purchase such Options, (d) 46,351 shares of Common Stock ("Restricted Stock") issued under the Company's 1989 Restricted Stock Plan were outstanding, (e) 6,583,351 shares of Common Stock were held by the Company in its treasury, and (f) no shares of Common Stock of the Company were held by the Company's Subsidiaries. Except for the Rights, the Company has no outstanding bonds, debentures, notes or other obligations or securities entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Since January 1, 1997, the Company (i) has not issued any shares of Common Stock other than (w) upon the exercise of Options, (x) the issuance of 14,011 shares of Restricted Stock under the Company's 1989 Restricted Stock Plan, (y) the issuance of 14,602 shares of Common Stock under the Incentive Plan; Company's savings plan and the 1991 Employee Stock Purchase Plan and (vz) 346,874 pursuant to the terms of any compensation plan for the benefit of non-employee directors (the "Directors Plans"), representing in the aggregate, for the programs specified in clauses (w), (x), (y) and (z), no more than 33,753 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options Stock, (ii) has granted Options to purchase Company an aggregate of 3,200 shares of Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; Plans, and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number has not split, combined or reclassified any of its shares of Company capital stock. All issued and outstanding shares of Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid paid, nonassessable and nonassessable. (c) All outstanding shares free of Company Common Stockpreemptive rights. Except for the Rights and except as set forth in this Section 6.4 or in the Disclosure Letter, all outstanding Company Stock Options, and all outstanding there are no other shares of capital stock of each subsidiary the Company, no securities of the Company convertible or exchangeable for shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in, the Company or any of its Subsidiaries. There are no outstanding obligations of the Company or any Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company and, other than outstanding Options, awards under the Company's 1989 Restricted Stock Plan, purchase rights under the 1991 Employee Stock Purchase Plan, or rights under the Directors Plans, there are no awards outstanding under the Stock Option Plans or the Company's 1989 Restricted Stock Plan or any other outstanding stock-related awards. After the Effective Time, the Surviving Corporation will have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (no obligation to issue, transfer or sell any shares of capital stock of the Company or the Surviving Corporation pursuant to any Options or any Company Benefit Plan. Except as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this AgreementDisclosure Letter, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign there are no voting trusts or other law, statute, constitution, principle agreements or understandings to which the Company or any of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling its Subsidiaries is a party with respect to the voting of capital stock of the Company or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority any of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsits Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 (i) 200,000,000 shares of Company Class A Common Stock, (ii) two (2) shares of Class B common stock, par value $0.0001 0.01 per shareshare (“Class B Common Stock”), and 20,000,000 (iii) 999,999 shares of Class C Common Stock and (iv) 25,000,000 shares of Company Preferred Stock, without par value ("COMPANY PREFERRED STOCK")of which 51,500 of such shares are designated as Series A Preferred Stock. At the close As of business on March 31July 25, 20002009, (i) 40,057,369 67,121,668 shares of Company Class A Common Stock, one (1) share of Class B Common Stock and 115,062 shares of Class C Common Stock were issued and outstanding, all of which are were validly issued, fully paid and nonassessable; nonassessable and were issued free of preemptive rights, (ii) 4,323,050 51,500 shares of Company Preferred Stock were outstanding, all of which were validly issued, fully paid and nonassessable and were issued free of preemptive rights, (iii) an aggregate of 9,765,825 shares of Class A Common Stock were subject to or otherwise deliverable in connection with outstanding equity-based awards or the exercise of outstanding Company Options issued pursuant to the Company’s 2007 Omnibus Incentive Compensation Plan, as amended through the date hereof (the “Company Stock Plan”), (iv) 1,571,318 shares of Class A Common Stock were authorized and reserved for future issuance pursuant to the Company Stock Plan and (v) 39,161 shares of Class A Common Stock were held in treasury by Company or by subsidiaries of the Company; (iii) 233,633 . From the close of business on July 25, 2009 until the date of this Agreement, no options to purchase shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of or Company Common Preferred Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; have been granted and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of or Company Preferred Stock were have been issued, except for shares issued pursuant to the exercise of Company Options or outstandingpursuant to previously granted Company Stock-Based Awards, in each case, in accordance with their terms. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option Except as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets set forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding above, as of the date of this Agreement: , (iA) the name and address there are no outstanding or authorized (I) shares of capital stock or other voting securities of the optionee; Company, (iiII) securities of the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of convertible into or exchangeable for shares of capital stock or voting securities of the Company Common Stock subject or (III) options, warrants or other rights to such acquire from the Company Stock Option; or any of its subsidiaries, and no obligation 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 (ivcollectively, “Company Securities”), (B) there are no outstanding obligations of the exercise price Company or any of such its subsidiaries to repurchase, redeem or otherwise acquire any Company Stock Option; Securities or to pay any dividend or make any other distribution in respect thereof or to provide funds to, or make any investment (vin the form of a loan, capital contribution or otherwise) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; in, any person and (viiC) there are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the date on which such issued or unissued capital stock of the Company Stock Option expires. Company has made available to Parent accurate and complete copies or any of all stock option plans pursuant its subsidiaries to which the Company has granted such Company Stock Options that are currently or any of its subsidiaries is a party. Each of the outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on capital stock of each of the terms and conditions specified in the instrument pursuant to which they are issuable, would be Company’s subsidiaries is duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares nonassessable and were issued free of Company Common Stock, all outstanding Company Stock Optionspreemptive rights, and all outstanding such shares of capital stock of each are owned by the Company or another wholly-owned subsidiary of the Company have been issued and granted are owned free and clear of all security interests, liens, adverse claims, pledges, limitations in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreementvoting rights, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign charges or other lawencumbrances (other than limitations on transfer under applicable Law). None of the Company’s subsidiaries owns any Company Shares. The Company and its subsidiaries do not own an equity interest in, statuteor any interest convertible into or exchangeable or exercisable for any equity or similar interest in, constitutionany other corporation, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling partnership or requirement issues, enacted, adopted, promulgated, implemented entity or otherwise put into effect by any participating interest in the revenues or under the authority profits of any Governmental Entity person, other than in each of their subsidiaries. No bonds, debentures, notes or other indebtedness of the Company or its subsidiaries having the right to vote on any matter on which stockholders may vote are issued or outstanding. All Company Shares are uncertificated and represented by book-entry. (as defined belowb) All subsidiaries of the Company, their respective jurisdictions of organization, their respective forms of organization and (iithe holders of their respective outstanding capital stock or other equity interests are identified in Section 3.3(b) all requirements set forth in applicable contracts, agreements, and instrumentsof the Company Disclosure Schedule.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 60,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock, par value $0.01 (the "Company Preferred Shares"). As of September 4, 2003, (i) 30,280,639 shares of Company Common Stock, par value $0.0001 per shareincluding in each case the associated Company Rights (as defined in Section 4.02(b)), no stock appreciation rights (the "SAR's") and 20,000,000 shares of no Company Preferred StockShares, without par value ("COMPANY PREFERRED STOCK"). At the close of business on March 31, 2000, (i) 40,057,369 shares of Company Common Stock were issued and outstanding, all of which shares of Company Common Stock were validly issued and are validly issuedfully paid, fully paid nonassessable and nonassessable; free of preemptive rights, (ii) 4,323,050 no shares of Company Common Stock were held in the treasury by Company or by subsidiaries of the Company; , (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 9,740,008 shares of Company Common Stock were reserved for issuance upon the exercise of Company Options issued and outstanding, (iv) 1,031,500 Restricted Shares were outstanding options to purchase Company Common Stock under the Incentive Plan; and (v) 346,874 249,227 shares of Company Common Stock that were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; Directors' Plan (vi) 266,168 shares of Company Common Stock were reserved for issuance upon as defined below). Since July 31, 2003 except after the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; date hereof as permitted by this Agreement, (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xii) no shares of Company Common Stock or Company Preferred Shares have been issued, except for shares of Company Common Stock issued pursuant to the exercise of Company Options outstanding on July 31, 2003 and except for shares of Company Common Stock required to be issued in connection with the Company's Amended and Restated 401(k) Retirement Savings Plan (the "401(k) Plan"), the Company's 2000 Employee Stock Purchase Plan (the "ESPP"), the Company's Nonqualified Defined Contribution Plan (the "DCP") and the Company's 1996 Directors' Plan (the "Directors' Plan") and (ii) no options, warrants, securities convertible into, or exchangeable for, or commitments with respect to the issuance of, shares of capital stock of the Company have been issued, granted or made, except the Company Rights in accordance with the terms of the Company Rights Agreement that are issued in connection with the Company Common Stock pursuant to the exercise of Company Options outstanding on July 31, 2003. (b) As of the date hereof, except for (i) the Preferred Share Purchase Rights (the "Company Rights") issued pursuant to the Rights Agreement, as amended and restated (the "Company Rights Agreement"), dated as of March 2, 1989, by and between the Company and ▇▇▇▇▇▇ Trust and Savings Bank (the "Company Rights Agent"), (ii) the 8,386,409 Company Options that were reserved for future grant issued and outstanding on September 4, 2003, (iii) rights that were outstanding on July 31, 2003 under the 1989 401(k) Plan, the ESPP, and the Directors' Plan and (iv) the 1,031,500 Restricted Shares, there were no outstanding subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any outstanding security, instrument or other agreement and also including any rights plan or other anti-takeover agreement, obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Common Stock or Company Preferred Shares (or any securities, directly or indirectly, convertible into, or exchangeable or exercisable for, any other shares of the capital stock or other equity interests of the Company) or obligating the Company or any Subsidiary of the Company to grant, extend, perform or enter into any such agreement or commitment. As of the date hereof, there are no obligations, contingent or otherwise, of the Company or any of its Subsidiaries to (i) repurchase, redeem or otherwise acquire any shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of Common Stock, any Company Stock Option as a result of Preferred Shares or the Merger. (b) Section 2.3(b) capital stock or other equity interests of the Company Schedule sets forth the following information with respect to each Company Stock Option or any of its Subsidiaries (as defined in Section 5.8) outstanding as or any securities, directly or indirectly, convertible into, or exchangeable or exercisable for, any other shares of the date of this Agreement: (i) the name and address capital stock or other equity interests of the optionee; (ii) Company), except in connection with the particular plan pursuant to which such Company Stock Option was granted; (iii) the number issuance of shares of Company Common Stock subject to such and the associated Company Stock Option; (iv) Rights upon the exercise price of such Company Stock Option; Options issued and outstanding on July 31, 2003 or (vii) other than as set forth in Section 4.02(b) of the date Company Disclosure Schedule, provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to or security for the obligations of, any Subsidiary of the Company or any other Person. There are no outstanding stock appreciation rights or similar derivative securities or rights of the Company or any of its Subsidiaries. There are no bonds, debentures, notes or other 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 such stockholders of the Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expiresmay vote. Company has made available to Parent accurate and complete copies of all stock option plans pursuant Except as otherwise expressly contemplated by this Agreement, there are no voting trusts, irrevocable proxies or other agreements or understandings to which the Company has granted such or any Subsidiary of the Company Stock Options that are currently outstanding and is a party or is bound with respect to the form voting of all stock option agreements evidencing such Company Stock Options. All any shares of Company Common Stock. The Board of Directors of the Company has taken all action (subject only to execution of such amendment by the Company Rights Agent which the Company has obtained or will obtain as soon as practicable after the date hereof) to amend the Company Rights Agreement to provide that, for so long as this Agreement is in full force and effect, (i) none of the Parent and its Affiliates (including, but not limited to, Merger Sub) shall become an "Acquiring Person" and no "Stock subject to issuance Acquisition Date" shall occur as aforesaida result of the announcement, upon issuance on execution, delivery or performance of this Agreement or the terms and conditions specified CVR Agreement or the consummation of the Offer, the Top-Up Closing or the Merger or any other action or transaction contemplated hereby or thereby or in connection herewith or therewith, (ii) no "Distribution Date" shall occur as a result of the instrument pursuant to which they are issuableannouncement, would be duly authorizedexecution, validly issueddelivery or performance of this Agreement or the CVR Agreement or the consummation of the Offer, fully paid and nonassessablethe Top-Up Closing or the Merger or any other action or transaction contemplated hereby or thereby or in connection herewith or therewith. (c) All The Company has filed with the SEC or previously made available to Parent complete and correct copies of the Amended and Restated 1992 Stock Option Plan, the Amended and Restated 1992 Executive Stock Option Plan, the 1984 Non-Qualified Stock Option Plan and the Amended and Restated 1994 Employee Nonqualified Stock Option Plan (the "Company Option Plans") and the Directors' Plan, including all amendments thereto. Section 4.02(c) of the Company Disclosure Schedule contains a correct and complete list as of July 31, 2003 of each outstanding shares Company Option and Restricted Share, including the holder, date of grant, expiration date, exercise price, vesting schedule and aggregate number of Company Common Stock, Shares subject thereto (vested and unvested) and setting forth the weighted average exercise price for all outstanding Company Stock Options. (d) Since December 31, and all 2002, there has not been (i) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company, (ii) any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or (iii) any amendment of each subsidiary any material term of any outstanding security of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes or any of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsits Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists consists, as of 100,000,000 September 30, 1997, of: (a) 40,000,000 shares of Company Common Stock, par value $0.0001 per share, of which 11,675,436 shares are issued and 20,000,000 11,406,162 shares are outstanding; and (b) 1,000,000 shares of Preferred Stock, without par value ("COMPANY PREFERRED STOCK")of which 15,000 shares have been designated as Series A Preferred Stock, 5,000 shares have been designated as Series B Preferred Stock and 150,000 shares have been designated as Series C Preferred Stock, with 13,845 shares of Series A Preferred Stock, 4,295 shares of Series B Preferred Stock and 123,172 shares of Series C Preferred Stock being issued and outstanding. At the close As of business on March 31September 30, 20001997, (i) 40,057,369 2,022,573 shares of Company Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of Options outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 Company Stock Option Plans, 500,000 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 Company's 1996 Employee Stock Purchase Plan and 100,000 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Company's 401(k) Plan; (viiii) 8,007,468 9,088,300 shares of Company Common Stock were reserved for issuance upon the exercise purposes of the effecting conversions of Preferred Stock Option Agreementinto Common Stock; (viiiiii) 43,200 4,285,714 shares of Company Common Stock were reserved for issuance purposes of effecting conversions of the Company's Convertible Junior Subordinated Debentures due February 1, 2012 (the "Convertible Debentures") into Common Stock; and (iv) 961,238 shares were issuable (and were reserved for issuance) upon the exercise of outstanding warrants and options other than those referred to purchase Company in clauses (i) and (ii) above. In addition, Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were has been reserved for future grant under the 1989 Planissuance in payment of interest on Convertible Debentures and dividends on Series C Preferred Stock. As of the date hereof, there are no shares of Company Preferred Stock were bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the Company's stockholders may vote issued or outstanding. There Since June 30, 1997, no shares of Capital Stock have been issued, except for shares of Common Stock issued upon the exercise of options granted under the Company's Stock Option Plans, shares of Common Stock issued pursuant to the Company's Employee Stock Purchase Plan or 401(k) Plan and shares of Common Stock issued upon conversion of Preferred Stock and in payment of interest on Preferred Stock and the Convertible Debentures. Other than as set forth above, except as set forth in Schedule 3.3, there are no options, warrants or other rights, agreements, arrangements or commitments or agreements of any character relating to which the issued or unissued capital stock of the Company is bound or any Company Subsidiary or obligating the Company or any Company Subsidiary to accelerate issue, deliver or sell any shares of capital stock of, or other equity interests, in the vesting Company or any Company Subsidiary. Set forth on Schedule 3.3 is a list of all options, warrants or other rights, agreements, arrangements or commitments of any Company Stock Option as a result of character relating to the Merger. (b) Section 2.3(b) issued or unissued capital stock of the Company or any Company Subsidiary granted by the Company or any Company Subsidiary since June 30, 1997. Except as set forth in Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) 3.3, there are no outstanding as contractual obligations of the date Company to repurchase, redeem or otherwise acquire any shares of this Agreement: (i) the name and address its capital stock. All of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of issued and outstanding shares of Company Common Capital Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; have been duly authorized and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate validly issued and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stocknonassessable and not subject to preemptive rights. Except as set forth in Schedule 3.3, all outstanding Company Stock Options, and all of the outstanding shares of capital stock of each subsidiary Company Subsidiary that is a corporation have been duly authorized and validly issued and are fully paid and nonassessable, and all of the partnership interests of each Company Subsidiary that is a partnership have been duly authorized and validly issued and, except pursuant to provisions of the applicable partnership agreement, are fully paid. With respect to each Company Subsidiary that is a partnership, all of the partnership interests owned by the Company, and granted in compliance with (i) respect to each Company Subsidiary that is a corporation, all applicable securities laws of the outstanding shares of capital stock owned by the Company, are owned by the Company free and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority clear of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contractsliens, security interests, pledges, agreements, and instrumentsclaims, charges or encumbrances (collectively, the "Encumbrances").

Capitalization. (a) The As of the date hereof, the authorized capital stock of Company Parent consists of 100,000,000 (i) 7,500,000,000 shares of Company Parent Class A Common Stock, par value $0.0001 per share(ii) 7,500,000,000 shares of Parent Class A Special Common Stock, (iii) 75,000,000 shares of Parent Class B Common Stock and (iv) 20,000,000 shares of Preferred Stockpreferred stock, without par value ("COMPANY PREFERRED STOCK")value. At the close As of business on March 31February 10, 20002014, (iA) 40,057,369 2,504,774,708 and 2,139,313,958 shares of Company Parent Class A Common Stock were issued and outstanding, respectively, (B) 525,915,541 and 454,980,777 shares of Parent Class A Special Common Stock were issued and outstanding, respectively, (C) 9,444,375 shares of Parent Class B Common Stock were issued and outstanding, (D) 102,036,956 shares of Parent Class A Common Stock were subject to compensatory options to purchase shares of Parent Class A Common Stock (of which options to purchase an aggregate of 32,032,051 shares of Parent Class A Common Stock were exercisable), (E) 1,068,177 shares of Parent Class A Special Common Stock were subject to compensatory options to purchase shares of Parent Class A Special Common Stock (all of which are options were exercisable), (F) restricted stock units or deferred stock units that, in either case, is settleable in shares of Parent Stock to acquire an aggregate of 26,335,032.95370 shares of Parent Class A Common Stock were issued and outstanding, (G) restricted stock units or deferred stock units that, in either case, is settleable in shares of Parent Stock to acquire an aggregate of 1,473 shares of Parent Class A Special Common Stock were issued and outstanding and (H) no shares of preferred stock were issued or outstanding. All outstanding shares of capital stock of Parent have been, and all shares that may be issued pursuant to any equity compensation plan or arrangement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid and nonassessable; (ii) 4,323,050 shares nonassessable and free of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Planpreemptive rights. As of the date hereof, no Subsidiary or Affiliate of Parent owns any shares of Company Preferred Stock were issued capital stock of Parent or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the MergerParent Securities. (b) Section 2.3(b) As of the Company Schedule sets date hereof, there are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote on an as-converted basis (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. As of February 10, 2014, except as set forth in this Section 5.05, there are no issued, reserved for issuance or outstanding (i) shares of capital stock or other voting securities of or other ownership interests in Parent, (ii) securities of Parent convertible into or exchangeable for shares of capital stock or other voting securities of or other ownership interests in Parent, (iii) warrants, calls, options or other rights to acquire from Parent or other obligation of Parent to issue, any shares of capital stock, voting securities or securities convertible into or exchangeable for capital stock or other voting securities of or other ownership interests in Parent or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by Parent or its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the following information value or price of, any shares of capital stock of or other voting securities of or other ownership interests in Parent (the items in clauses (i) through (iv)being referred to collectively as the “Parent Securities”). As of the date hereof, there are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Parent Securities. As of the date hereof, neither Parent nor any of its Subsidiaries is a party to any voting trust, proxy, voting agreement or other similar agreement with respect to each Company Stock Option (as defined in Section 5.8) outstanding as the voting of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to any Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessableSecurities. (c) All outstanding The shares of Company Parent Class A Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary to be issued as part of the Company Merger Consideration have been duly authorized and, when issued and granted delivered in compliance accordance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes terms of this Agreement, "LEGAL REQUIREMENTS" means will have been validly issued and will be fully paid and nonassessable and the issuance thereof is not subject to any federal, state, local, municipal, foreign preemptive or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentssimilar right.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 (i) 898,203,200 shares of Company Common Stock, par value $0.0001 per share, Stock and 20,000,000 (ii) 534,145,027 shares of Company Preferred Stock, without par value ("COMPANY PREFERRED STOCK"). At As of the close of business on March 31, 2000date hereof, (i) 40,057,369 120,746,694 shares of Company Class A Common Stock were issued and outstanding, all including 592,442 shares subject to Company Restricted Stock Awards (with zero (0) additional shares of Company Class A Common Stock issued and held in the treasury of the Company and 6,804,539 shares of Company Class A Common Stock reserved for future issuance pursuant to the Company Stock Plan); (ii) 24,989,397 shares of Company Class B Common Stock, which are convertible into 26,179,367 shares of Company Class A Common Stock, were issued and outstanding, none of which are subject to Company Restricted Stock Awards (with an additional zero (0) shares of Company Class B Common Stock issued and held in the treasury of the Company and zero (0) shares of Company Class B Common Stock reserved for future issuance pursuant to the Company Stock Plan); (iii) 85,000,000 shares of Company Series A Preferred Stock, which are convertible into 85,000,000 shares of Company Class A Common Stock, were issued and outstanding; (iv) 309,256,591 shares of Company Series B Preferred Stock, which are convertible into 309,256,591 shares of Company Class A Common Stock, were issued and outstanding; (v) 63,144,600 shares of Company Series C Preferred Stock, which are convertible into 63,144,600 shares of Company Class A Common Stock, were issued and outstanding; and (vi) 76,743,836 shares of Company Series D Preferred Stock, which are convertible into 76,743,836 shares of Company Class A Common Stock, were issued and outstanding, in each case duly authorized and validly issued, fully paid and nonassessable; (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plannon-assessable. As of the date hereof, no 96,320,592 shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Class A Common Stock are subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and 30,343,670 shares of Company Class A Common Stock are subject to outstanding Company RSU Awards. With respect to Company Equity Awards, the foregoing assumes 100% achievement of all applicable performance criteria. Except as set forth in this Section 4.02 or as set forth in Section 4.02(a) of the Company Disclosure Letter, there are no authorized, issued, reserved for issuance or outstanding (i) shares of capital stock stock, voting securities or other equity interests of each subsidiary the Company; (ii) options, calls, warrants, convertible debt, other convertible or exchangeable instruments or rights, agreements, arrangements or commitments of any character made or issued by the Company or any of its Subsidiaries obligating the Company or any of its Subsidiaries to issue, deliver or sell any shares of capital stock, voting securities or other equity interests of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes or any of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instruments.its Subsidiaries; or

Capitalization. (a) The authorized capital stock of the Company consists solely of 100,000,000 150,000,000 shares of Company Class A Common Stock, 250,000,000 shares of Company Class B Common Stock, 2,883,506 shares of Class C common stock, par value $0.0001 .01 per share, of the Company ("Company Class C Common Stock"), none of which have been issued at any time on or prior to the date hereof, and 20,000,000 2,000,000 shares of Company Preferred Stock, without par value ("COMPANY PREFERRED STOCK")none of which have been issued at any time on or prior to the date hereof. At the close of business on March 31September 30, 20002002, (ia) 40,057,369 42,722,393 shares of Company Class A Common Stock and 101,281,810 shares of Company Class B Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (iib) 4,323,050 no shares of Company Common Stock were held in treasury by Company or by subsidiaries of the Company; , and (iiic) 233,633 42,480,143 shares of Company Class A Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 and 50,260,401 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Class B Common Stock (collectively, the "WARRANTSEmbedded Shares"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As held by wholly owned subsidiaries of the date hereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock OptionsCompany. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance that are issued and outstanding on the terms and conditions specified in the instrument pursuant to which they date hereof are issuable, would be duly authorized, validly issued, issued and fully paid and nonassessable. . Except as set forth in this Section 3.2 or as disclosed in Section 3.2 of the disclosure letter delivered by the Company to Parent on or prior to the date hereof (c) All the "Company Disclosure Letter"), as of September 30, 2002, there are no options, warrants, rights, puts, calls, commitments, or other contracts, arrangements or understandings issued by or binding upon the Company requiring or providing for, and there are no outstanding debt or equity securities of the Company which upon the conversion, exchange or exercise thereof would require or provide for the issuance by the Company of any new or additional shares of Company Common Stock, all outstanding Company Class C Common Stock Optionsor Company Preferred Stock (or any other securities of the Company) which, and all outstanding with or without notice, lapse of time and/or payment of monies, are or would be convertible into or exercisable or exchangeable for shares of Company Common Stock, Company Class C Common Stock or Company Preferred Stock (or any other securities of the Company). Since September 30, 2002, the Company has not issued any shares of its capital stock or any securities convertible into or exercisable for any shares of each subsidiary its capital stock, other than pursuant to the exercise of employee stock options granted prior to such date or in connection with the conversion, if any, of shares of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable ContractsClass A Common Stock into shares of Company Class B Common Stock. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign There are no preemptive or other law, statute, constitution, principle similar rights available to the existing holders of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsCompany Common Stock.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 150,000,000 shares of Company Common Stockcommon stock, par value $0.0001 0.01 per share, share (“Company Common Stock”) and 20,000,000 8,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock, without par value ("COMPANY PREFERRED STOCK"”). At As of the close of business on March 31October 19, 20002010, (iA) 40,057,369 88,635,606 shares of Company Common Stock (other than treasury shares) were issued and outstanding, all of which (i) all were validly issued and are validly issuedfully paid, fully paid nonassessable and nonassessable; free of preemptive rights, and (ii) 4,323,050 2,354,917 shares are Restricted Stock, (B) no shares of Company Common Stock were held in the treasury by of the Company or by subsidiaries of Company; the Company Subsidiaries or CPS, (iiiC) 233,633 5,225,590 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; the Company Stock Plans, (ivD) 6,505,987 8,199,523 shares of Company Common Stock were issuable upon exercise of Company Options outstanding as of such date, (E) 729,167 shares of Company Common Stock were reserved for issuance and issuable upon the exercise of Company Warrants outstanding options as of such date, and (F) the Company has obligations to purchase issue up to 2,114,777 shares of Company Common Stock. As of the date hereof, 6,578,948 shares of Company Preferred Stock under the Incentive Plan; (v) 346,874 are designated as Series A Convertible Preferred Stock, of which 5,263,158 shares are issued and outstanding and convertible into 21,052,632 shares of Company Common Stock, which shares of Company Common Stock were reserved for issuance and issuable upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise conversion of the Preferred Stock Option Agreement; (viiiin accordance with the Company Certificate. Except as set forth in this Section 3.2(a) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ixor as set forth in Section 3.2(a) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereofCompany Disclosure Schedule, no shares of Company Preferred Stock were issued or outstanding. There there are no options, warrants or other rights, agreements, arrangements or commitments or agreements of any character to which the Company, any Company Subsidiary or CPS is a party or by which the Company, any Company Subsidiary or CPS is bound relating to the issued or unissued capital stock or other Equity Interests of the Company, any Company Subsidiary or CPS, or securities convertible into or exchangeable for such capital stock or other Equity Interests, or obligating the Company to accelerate the vesting of Company, any Company Stock Option Subsidiary or CPS to issue or sell any shares of its capital stock or other Equity Interests, or securities convertible into or exchangeable for such capital stock of, or other Equity Interests in, the Company, any Company Subsidiary or CPS. Since October 19, 2010, the Company has not issued any shares of its capital stock, or securities convertible into or exchangeable for such capital stock or other Equity Interests, other than those shares of capital stock reserved for issuance as a result set forth in this Section 3.2(a) or Section 3.2(a) of the MergerCompany Disclosure Schedule. (b) Section 2.3(b) of the The Company Schedule sets forth the following information has previously provided Parent with respect to each Company Stock Option (as defined in Section 5.8) outstanding a true and complete list, as of the date hereof, of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such each outstanding Company Stock Option was granted; (iii) Option, the number of shares of Company Common Stock subject to such Company Stock Option; (iv) thereto, the grant date, the expiration date, the exercise price price, the vesting schedule thereof, and the name of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; holder thereof, and (viiii) each outstanding share of Restricted Stock, the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which grant date, the Company has granted such Company Stock Options that are currently outstanding vesting schedule thereof, and the form name of all stock option agreements evidencing such Company Stock Optionsthe holder thereof. All shares of Company Common Stock subject to issuance as aforesaidunder the Company Stock Plans, upon issuance prior to the Effective Time on the terms and conditions specified in the instrument instruments pursuant to which they are issuable, would will be duly authorized, validly issued, fully paid paid, nonassessable and nonassessablefree of preemptive rights. Each Company Option and each Restricted Stock award has been granted pursuant to the Company’s form of stock option agreement and form of restricted stock award agreement, respectively, true and complete copies of which have been made available to Parent prior to the date hereof. (c) The Company has previously provided Parent with a true and complete list, as of the date hereof, of each outstanding Company Warrant, the grant dates, expiration dates, exercise price and vesting schedules thereof and the names of the holders thereof. All outstanding shares of Company Common StockStock subject to issuance under the Company Warrants, all upon issuance prior to the Effective Time on the terms and conditions specified in Company Warrants, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All outstanding Company Warrants have been granted pursuant to the warrant agreements identified on Section 3.2(c) of the Company Disclosure Schedule, true and complete copies of which have been provided to Parent prior to the date hereof. (d) Except as set forth in Section 3.2(d) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company, any Company Subsidiary or CPS (A) restricting the transfer of, (B) affecting the voting rights of, (C) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (D) requiring the registration for sale of, or (E) granting any preemptive or antidilutive right with respect to, any shares of Company Common Stock Optionsor any capital stock of, and all or other Equity Interests in, the Company, any Company Subsidiary or CPS. Except as set forth in Section 3.2(d) of the Company Disclosure Schedule, each outstanding shares share of capital stock of each subsidiary Company Subsidiary and CPS is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and is owned, beneficially and of record, by the Company, another Company Subsidiary or, in the case of CPS, by an officer of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company’s, such other Company Subsidiary’s, or such officer’s voting rights, charges and other encumbrances of any nature whatsoever. There are no outstanding contractual obligations of the Company have been issued and granted or any Company Subsidiary to provide funds to, or make any investment (in compliance with (ithe form of a loan, capital contribution or otherwise) all applicable securities laws and in, any Company Subsidiary or any other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For Person, other than guarantees by the purposes Company of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign indebtedness or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority obligations of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentswholly-owned Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 70,000,000 shares of the Company Common Stock, par value $0.0001 per share, Stock and 20,000,000 5,000,000 shares of Preferred Stockpreferred stock, without $0.001 par value ("COMPANY PREFERRED STOCK"the “Company Preferred Stock”). At the close As of business on March 31November 11, 20002005, (ia) 40,057,369 48,578,719 shares of the Company Common Stock were are issued and outstanding, all of which are validly issued, fully paid and nonassessable; nonassessable and free of preemptive rights, (iib) 4,323,050 no shares of the Company Common Stock were are held in the treasury by of the Company, (c) 5,113,596 Company or by subsidiaries Options are outstanding pursuant to the Company Stock Plans, each such option entitling the holder thereof to purchase one share of Company; (iii) 233,633 the Company Common Stock, and 1,164,383 shares of the Company Common Stock were available are authorized and reserved for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase such Company Common Stock under the Incentive Plan; Options, (vd) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Preferred Stock were are issued or and outstanding. There , (e) there are no commitments or agreements warrants issued and outstanding to purchase shares of any character to which the Company is bound obligating Common Stock (the “Company Warrants”), (f) no shares of restricted stock of the Company are issued and outstanding, (g) 189,156 shares of Company Common Stock are authorized and reserved for future issuance pursuant to accelerate the vesting Company’s Fifth Amended and Restated Employee Stock Purchase Plan (the “Company ESPP”), and (h) 170,000 shares of any Company Preferred Stock Option as a result were designated Series A Preferred Stock, par value $0.001 per share, and were reserved for issuance upon exercise of the MergerCompany Rights pursuant to the Rights Plan. Section 3.2 of the Company Disclosure Letter sets forth a true and complete list, as of November 11, 2005, of the outstanding Company Options and Company Warrants with the exercise price of each such options and warrants. (b) Section 2.3(bExcept as set forth above, as of November 11, 2005, there are no options, warrants, convertible or exchangeable securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company or any Company Subsidiary relating to the issued or unissued capital stock or equity interest of the Company Schedule sets forth the following information with respect or any Company Subsidiary or obligating Company or any Company Subsidiary to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of issue or sell any shares of Company Common capital stock of, or options, warrants, convertible or exchangeable securities, subscriptions or other equity interests (collectively, “Stock subject to such Company Stock Option; (ivRights”) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which in the Company has granted such or any Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock OptionsSubsidiary. All shares of the Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument instruments pursuant to which they are issuable, would will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock or equity interest of the Company (including any Company Shares) or any Company Subsidiary or any Stock Rights or to pay any dividend or make any other distribution in respect thereof or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any person. (c) Exhibit 21.1 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 includes all the Subsidiaries of the Company (the “Company Subsidiaries”). All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all the outstanding shares of capital stock of of, or other equity interests in, each subsidiary of the such Company Subsidiary have been duly authorized and validly issued and granted in compliance with (i) all applicable securities laws are fully paid and other applicable Legal Requirements (nonassessable and are, except as defined below) and (ii) all requirements set forth in such Exhibit 21.1, owned directly or indirectly by the Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable Contractssecurities laws. For As of the purposes date of this Agreement, "LEGAL REQUIREMENTS" means neither the Company nor any federalof the Company Subsidiaries directly or indirectly owns or has any right or obligation to subscribe for or otherwise acquire any equity or similar interest in, stateor any interest convertible into or exchangeable or exercisable for, localany corporation, municipalpartnership, foreign joint venture or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling business association or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under entity (other than the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsCompany Subsidiaries).

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 (i) three hundred million (300,000,000) shares of Company Common Stock, par value $0.0001 0.01 per share, (ii) twenty-six million six hundred thousand (26,600,000) shares of Company Preferred Stock, par value $0.01 per share, and 20,000,000 (iii) two hundred million (200,000,000) shares of Preferred Stockexcess stock, without par value $0.01 per share ("COMPANY PREFERRED STOCK"“Excess Stock”). At As of the close of business on March 31May 4, 20002021 (the “Company Capitalization Date”), (iA) 40,057,369 98,301,860 Company Common Shares were issued and outstanding (inclusive of Restricted Stock Awards for 37,850 unvested Company Common Shares), (B) 21,985,616 Company Preferred Shares were issued and outstanding and (C) no shares of Company Common Excess Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereofCompany Capitalization Date, no shares (1) Options to purchase an aggregate of 855,978 Company Preferred Stock Common Shares (790,978 of which were exercisable) were issued or and outstanding. There are no commitments or agreements of any character to which the , and (2) 1,155,382 Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name Common Shares were reserved and address of the optionee; (ii) the particular plan available for issuance pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock OptionsIncentive Plans. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary the Company have been, and all Company Common Shares that may be issued pursuant to any Incentive Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of Company Common Shares that have not yet been issued, will be) fully paid and nonassessable, and were not (or, in the case of Company Common Shares that have not yet been issued, will not be) issued in violation of the Constituent Documents of the Company. No Company Subsidiary or controlled Affiliate of the Company have been issued and granted owns any Company Shares. (b) Except as set forth in compliance with Section 3.5(a), as of the Company Capitalization Date, there are no outstanding (i) all applicable shares of capital stock or voting securities laws and other applicable Legal Requirements (as defined below) and of the Company, (ii) all requirements set forth in applicable Contracts. For securities of the purposes Company convertible into or exchangeable for shares of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign capital stock or voting securities of the Company or (iii) options or other lawrights to acquire from the Company, statuteor other obligations of the Company to issue or pay cash valued by reference to, constitutionany capital stock, principle voting securities or securities convertible into or exchangeable for capital stock or voting securities of common lawthe Company (the items in clauses (i), resolution(ii), ordinanceand (iii) being referred to collectively as the “Company Securities”). As of the Company Capitalization Date, codethere are no binding obligations of the Company or any of the Company Subsidiaries to repurchase, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented redeem or otherwise put into effect by or under acquire any of the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instruments.Company Securities. Section 3.6

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Shares and 1,000,000 shares of Company Common Stockpreferred stock, par value $0.0001 0.01 per share, and 20,000,000 shares of share (the “Preferred Stock, without par value ("COMPANY PREFERRED STOCK"”). At the close of business on March 31June 28, 2000, 2012 (the “Measurement Date”): (i) 40,057,369 68,792,074 Shares were issued and outstanding; (ii) 23,610,114 Shares were held in treasury; (iii) no shares of Preferred Stock were outstanding; (iv) no Shares were subject to or otherwise deliverable in connection with the exercise of outstanding Company Stock Options; (v) 3,486,831 RSUs were outstanding; and (vi) 384,816 RSAs were outstanding. Since the close of business on the Measurement Date, no options to purchase shares of Company Common Stock were or Preferred Stock have been granted and no shares of Company Common Stock or Preferred Stock have been issued, except (x) for Shares issued pursuant to the exercise or vesting of Company Stock Options, Company Restricted Shares, RSUs and outstandingRSAs in accordance with their terms and (y) with respect to periods after the date hereof, all as permitted by Section 5.1. Except as set forth above, (A) there are no outstanding (1) shares of which capital stock or other voting securities of, or ownership interests in, the Company, (2) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of or ownership interests in the Company, (3) options, warrants, calls or other rights to acquire from the Company, or obligations of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company or (4) 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 on, directly or indirectly, the value or price of, any capital stock of or voting securities of the Company (the items in clauses (1), (2), (3) and (4) are referred to collectively as “Company Securities”), and (B) there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Company Securities. All outstanding Shares (other than Company Restricted Shares) are duly authorized, validly issued, fully paid and nonassessable; (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant nonassessable and not subject to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Planpreemptive rights. As of the date hereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which Neither the Company nor any of its subsidiaries is bound obligating a party to any voting agreement with respect to the Company to accelerate the vesting voting of any Company Stock Option as a result Securities. Section 3.3 of the MergerCompany Disclosure Schedule contains a complete and correct list as of the Measurement Date of each outstanding Company Stock Option, Company Restricted Share, RSU and RSA, including the holder, date of grant, exercise price, vesting schedule and number of Shares subject thereto, as applicable. (b) Section 2.3(b) All shares of the Company’s subsidiaries are owned by the Company or another wholly-owned subsidiary of the Company Schedule sets free and clear of all security interests, Liens, adverse claims, pledges, limitations in voting rights, charges or other encumbrances, other than restrictions imposed by law or as would not, individually or in the aggregate, have a Material Adverse Effect. Except for the Company’s subsidiaries and as set forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as 3.3 of the date Company Disclosure Schedule, the Company does not own any capital stock of this Agreement: (i) the name and address or other equity interest in, or any interest convertible into or exercisable or exchangeable for any capital stock of or other equity interest in, any other person. Each of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of outstanding shares of Company Common Stock subject capital stock of each of the Company’s subsidiaries is duly authorized, validly issued, fully paid and nonassessable (in each case, to the extent applicable), except where any such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available failure to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessablenonassessable would not, individually or in the aggregate, have a Material Adverse Effect. There are no issued, reserved for issuance or outstanding (1) securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of or ownership interests in any subsidiary of the Company, (2) options, warrants, calls or other rights to acquire from the Company or any of its subsidiaries, or obligations of the Company or any of its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of subsidiaries of the Company or (3) 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 on, directly or indirectly, the value or price of, any capital stock of or voting securities of any subsidiary of the Company. There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of the Company’s subsidiaries or any of the securities, instruments or rights described in the immediately preceding sentence. (c) All outstanding shares of No Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each Securities are owned by any subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 20,000,000 shares of Company Class A Common Stock, par value $0.0001 per share, and 20,000,000 5,000,000 shares of Preferred StockClass B Common Stock and 5,000,000 shares of preferred stock, without $.001 par value ("COMPANY PREFERRED STOCKPreferred Stock"). At the close As of business on March 31April 28, 20001997, (ia) 40,057,369 7,548,416 shares of Company Class A Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (iib) 4,323,050 2,543,381 shares of Company Class B Common Stock were held in treasury by Company or by subsidiaries of Company; issued and outstanding, (iiic) 233,633 no shares of Company Preferred Stock were issued and outstanding, (d) Options to purchase an aggregate of 330,300 shares of Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 outstanding, 474,505 shares of Company Common Stock were reserved for issuance upon the exercise of such outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 Options, 144,205 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant grants under the 1989 Plan. As Stock Option Plans and no stock appreciation rights or limited stock appreciation rights were outstanding other than those attached to such Options, (e) 33,400 shares of Class A Common Stock were held by the date hereofCompany in its treasury, and (f) no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) capital stock of the Company Schedule sets forth were held by the following information Company's Subsidiaries. The Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with respect to each Company Stock Option (as defined in Section 5.8) outstanding as the stockholders of the date of this Agreement: Company on any matter. Since April 28, 1997, the Company (i) has not issued any shares of Common Stock other than upon the name and address exercise of the optionee; Options, (ii) has granted no Options to purchase shares of Common Stock under the particular plan pursuant to which such Company Stock Option was granted; Plans and (iii) the number has not split, combined, converted or reclassified any of its shares of Company capital stock. All issued and outstanding shares of Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid paid, nonassessable and nonassessable. (c) All outstanding free of preemptive rights. Except as set forth in this Section 6.4 or in the Disclosure Letter, there are no other shares of Company Common Stock, all outstanding Company Stock Optionscapital stock or voting securities of the Company, and all no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in, the Company or any of its Subsidiaries. Except as set forth in the Disclosure Letter, there are no outstanding obligations of the Company or any Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of each subsidiary the Company and there are no performance awards outstanding under the Stock Option Plan or any other outstanding stock-related awards. After the Effective Time, the Surviving Corporation will have no obligation to issue, transfer or sell any shares of capital stock of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements or the Surviving Corporation pursuant to any Company Benefit Plan (as defined below) and (ii) all requirements in Section 6.11). Except as set forth in applicable Contracts. For the purposes of this AgreementDisclosure Letter, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign there are no voting trusts or other law, statute, constitution, principle agreements or understandings to which the Company 13 18 or any of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling its Subsidiaries or requirement issues, enacted, adopted, promulgated, implemented any of the Company's directors or otherwise put into effect by officers is a party with respect to the voting of capital stock of the Company or under the authority any of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsits Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 30,000,000 Shares consisting of 20,000,000 shares of Company Common Stock, par value $0.0001 .01 per share, and 20,000,000 10,000,000 shares of Preferred Stock, without par value ("COMPANY PREFERRED STOCK")$.01 per share, of which 6,000,000 shares were designated Series A Preferred Stock. At As of the close of business on March 31December 22, 20001998, (i) 40,057,369 shares of Company Common Stock 10,197,824 Shares were issued and outstanding, all of which 6,000,000 Shares are validly issued, fully paid Series A Preferred Stock and nonassessable; (ii) 4,323,050 4,197,824 shares are Common Stock. SymmetriCom is the record and beneficial owner of 6,000,000 shares of Company Series A Preferred and 4,000,000 shares of Common Stock of the Company. The Company has no Shares reserved for issuance, except that, as of December 22, 1998, there were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available 2,303,000 Shares reserved for future issuance pursuant to Company's ESPP; (iv) 6,505,987 the Option Plan of which 1,643,102 Shares represent outstanding Options or other awards under the Option Plan and there were 6,000,000 shares of Company Common Stock were Stock, reserved for issuance upon conversion of the Preferred Stock. The Company has no options to purchase Shares outstanding other than Options which will be cancelled pursuant to Section 1.09(b) hereof. Since September 30, 1998, the Company has not issued any shares of capital stock except pursuant to the exercise of Options outstanding as of such date. All of the outstanding Shares are, and all Shares which may be issued pursuant to the exercise of outstanding options to purchase Company Common Stock under Options will be, when issued in accordance with the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereofrespective terms thereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. . There are no bonds, debentures, notes or other indebtedness having general voting rights (cor convertible into securities having such rights) All outstanding shares ("Voting Debt") of the Company Common Stockissued and outstanding. Except as set forth above and except for the transactions contemplated by this Agreement, all outstanding there are no existing options, warrants, calls, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company, obligating the Company Stock Optionsto issue, and all outstanding transfer or sell or cause to be issued, transferred or sold any shares of capital stock of each subsidiary or Voting Debt of, or other equity interest in, the Company or securities convertible into or exchangeable for such shares or equity interests, and the Company is not obligated to grant, extend or enter into any such option, warrant, call, subscription or other right, convertible security, agreement, arrangement or commitment. Except as set forth in Section 1.09, there are no outstanding contractual obligations of the Company have been issued and granted in compliance with to (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and repurchase, redeem or otherwise acquire any Shares of the capital stock of the Company or (ii) all requirements set forth provide funds to or make any investment in applicable Contracts. For (in the purposes form of this Agreementa loan, "LEGAL REQUIREMENTS" means capital contribution or otherwise) any federal, state, local, municipal, foreign entity. (b) There are no voting trusts or other law, statute, constitution, principle agreements or understandings to which Linfinity is a party with respect to the voting of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority capital stock of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsthe Company.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 100,000,000 shares of Company Class A Common Stock, par value $0.0001 per shareof which, and 20,000,000 as of March 7, 2011 (the “Measurement Date”), 4,520,601 shares of Preferred Stock, without par value ("COMPANY PREFERRED STOCK"). At the close of business on March 31, 2000, (i) 40,057,369 shares of Company Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 100,000,000 shares of Company Class B Common Stock, of which, as of the Measurement Date, 18,221,460 shares were issued and outstanding, and (iii) 50,000,000 shares of preferred stock, par value $0.001 per share, of the Company and together with the Company Class A Common Stock and Company Class B Common Stock, the “Company Capital Stock”), of which, as of the Measurement Date, no shares were issued and outstanding. As of the Measurement Date, no shares of Company Class A Common Stock and no shares of Company Class B Common Stock were held in treasury by Company or by subsidiaries the Company’s treasury. As of Company; (iii) 233,633 the Measurement Date, 51,104,394 shares of Company Common Capital Stock were available reserved for future issuance pursuant to Company's ESPP; issuance, which is comprised of (ivi) 6,505,987 8,812,375 shares of Company Class A Common Stock were reserved for issuance under the Company Equity Incentive Plan, including shares that would be issued upon the exercise of Company Stock Options and (ii) 42,292,019 shares of Company Class A Common Stock, of which (A) 18,221,460 shares are reserved for issuance upon the exercise conversion of outstanding options to purchase Company Class B Common Stock under the Incentive Plan; and (vB) 346,874 24,070,559 shares of Company Class B Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were are reserved for issuance upon the exercise of the Stock Option Agreement; Company Warrants, which is comprised of (viii1) 43,200 23,603,487 shares of Company Class B Common Stock were reserved for issuance upon the exercise of issued and outstanding warrants to purchase Company Common Stock Warrants and (the "WARRANTS"); (ix2) 106,473 467,072 shares of Company Class B Common Stock were available reserved for future grant under issuance upon the Incentive exercise of Company Warrants reserved for issuance pursuant to the Plan; (x) 83,814 . All of the issued and outstanding shares of Company Common Capital Stock were available for future grant under have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the Director Plan; ownership thereof. The Company has provided Parent with a list of each outstanding and unexercised Company Warrant. The Company has provided Parent with a list of (xii) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any each outstanding and unexercised Company Stock Option as a result of the Merger. (b) Section 2.3(b) of granted pursuant to the Company Schedule sets forth the following information with respect to each Company Stock Option Equity Incentive Plan, which list specifies (as defined in Section 5.8) outstanding as of the date of this Agreement: (iA) the name and address of the optionee; (ii) the particular plan pursuant to which holder of such Company Stock Option was granted; Option, (iiiB) the number of shares of Company Class A Common Stock subject to such Company Stock Option; , (ivC) the exercise price of such Company Stock Option; , (vD) the date on which such Company Stock Option was granted; , (viE) the applicable vesting schedule; , and the extent to which such Company Stock Option are vested and exercisable as of the Measurement Date, and (viiF) the date on which such Company Stock Option expires. Company has made available to Parent accurate expires and complete copies (ii) the aggregate number of all stock option plans pursuant shares of Company Restricted Stock which list specifies (A) the name of the holder of such shares of Company Restricted Stock, (B) the number of shares of Company Restricted Stock, (C) the date on which such shares of Company Restricted Stock were granted, and (D) the applicable vesting schedule, and the extent to which such shares of Company Restricted Stock are vested as of the Measurement Date, in each case of (i) and (ii), outstanding as of the Measurement Date; since the Measurement Date through the date of this Agreement, the Company has granted such not issued or awarded any options, restricted stock or restricted stock units under the Company Stock Options that are currently Equity Incentive Plan. Except pursuant to this Agreement, the Company Equity Incentive Plan or as set forth in this Section 3.2, as of the Measurement Date, the Company does not have and is not bound by any outstanding and subscriptions, options, warrants, calls, commitments or agreements of any character calling for the form purchase, issuance or registration of all stock option agreements evidencing such Company Stock Options. All any shares of Company Common Capital Stock subject or any other equity securities of the Company or any securities representing the right to issuance purchase or otherwise receive any shares of Company Capital Stock. (b) As of the Measurement Date, no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders may vote of the Company are issued or outstanding as aforesaid, upon issuance on of the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessabledate of this Agreement. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, the issued and all outstanding shares of capital stock or other equity ownership interests of each subsidiary “significant subsidiary” (as such term is defined under Regulation S-X of the SEC) of the Company have been are owned by the Company, directly or indirectly, free and clear of any material liens, pledges, charges and security interests and similar encumbrances (“Liens”), and all of such shares or equity ownership interests are duly authorized and validly issued and granted in compliance with (i) all applicable are fully paid, nonassessable and free of preemptive rights. No such significant subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, 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 laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For representing the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented right to purchase or otherwise put into effect by receive any shares of capital stock or under the authority any other equity security of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentssuch subsidiary.

Capitalization. (a) The authorized capital stock shares of the Company consists consist of 100,000,000 shares of Company Common StockStock and 10,000,000 shares of preferred stock, par value $0.0001 per share, and 20,000,000 shares of share (“Company Preferred Stock”), without par value of which 100,000 shares were designated Series A Junior Participating Preferred Stock ("COMPANY PREFERRED STOCK"the “Series A Preferred Stock”), which were issuable upon exercise of the preferred share purchase rights (the “Company Rights”) pursuant to the Rights Agreement, dated July 25, 2022, by and between the Company and American Stock Transfer & Trust Company, LLC (the “Shareholder Rights Agreement”). The Company Rights and the Shareholder Rights Agreement expired in accordance with their terms at the close of business on July 25, 2023. At the close of business on March 31July 28, 20002023 (the “Capitalization Date”), (i) 40,057,369 27,054,536 shares of Company Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; outstanding (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"including 1,442,472 Restricted Shares); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereofof this Agreement, no shares of Company Preferred Stock were issued or outstanding. There are no commitments As of the Capitalization Date, (1) 4,646,393 shares of Company Common Stock were reserved and available for issuance upon exercise of the Convertible Notes Warrants, (2) 4,646,393 shares of Company Common Stock were reserved and available for issuance upon conversion of the 2026 Convertible Notes, (3) 4,021,521 shares of Company Common Stock were reserved and available for issuance pursuant to the Equity Plans, of which amount (A) 911,649 shares of Company Common Stock were subject to outstanding Company RSUs, (B) 2,122,793 shares of Company Common Stock were subject to outstanding Company PSUs (assuming attainment of the maximum level of performance) or agreements 1,123,838 shares of any character Company Common Stock were subject to outstanding Company PSUs (assuming attainment of the target level of performance), (C) 793,973 shares of Company Common Stock were subject to outstanding Company Stock Options (with a weighted average exercise price of $32.46 per share), of which 35,934 shares of Company Common Stock were subject to outstanding Company Stock Options with an exercise price per share less than the amount of the Merger Consideration and (4) 480,097 shares of Company Common Stock were reserved and available for purchase under the Company is bound obligating ESPP. From the Capitalization Date through the date hereof, neither the Company nor any of its Subsidiaries has issued any Company Securities (as defined below) other than, in each case, pursuant to accelerate a conversion of the 2026 Convertible Notes in accordance with the terms of the 2026 Convertible Notes Indenture, the exercise of the Convertible Notes Warrants in accordance with their terms, the lapsing of forfeiture conditions with respect to Restricted Shares, the vesting or settlement of any Company RSUs or Company PSUs, the exercise of Company Stock Option as a result Options, the operation of the MergerCompany ESPP or the forfeiture of, or withholding of Taxes with respect to, Company RSUs, Company PSUs, Restricted Shares, Company Stock Options or the operation of the Company ESPP, in each case, in accordance with their terms and, if applicable, the terms of the applicable Equity Plan and corresponding award agreement thereunder (in each case, as in effect on, and in the forms provided to Parent prior to, the date hereof). All outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any shares of Company Common Stock. (b) Except as described in Section 2.3(b3.02(a), 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, stock appreciation rights, “phantom” stock rights, profit participation or similar equity-based rights or other commitments, Contracts 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. Other than the Equity Plans and the Company ESPP (in each case, including award or offering agreements or arrangements thereunder), the 2026 Convertible Notes, the Convertible Notes Warrants and the Convertible Notes Hedge Options, there are no outstanding agreements of any kind that obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities (other than pursuant to the forfeiture of, or withholding of Taxes with respect to, Restricted Shares, Company RSUs, Company PSUs and Company Stock Options), or obligate the Company to grant, extend or enter into any such agreements relating to any Company Securities, including any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Company Securities. No direct or indirect Subsidiary of the Company owns any shares of Company Common Stock. None of the Company or any Subsidiary of the Company is a party to any stockholders’ 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. The Company Common Stock is the only class of Company Securities registered under the Exchange Act. (c) All of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary are owned directly or indirectly, beneficially and of record, by the Company or its Subsidiaries free and clear of all Encumbrances and transfer restrictions, except for Encumbrances 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 (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 is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights, and there are no subscriptions, options, warrants, rights, calls, Contracts or other commitments, understandings, restrictions or arrangements relating to the issuance, acquisition, redemption, repurchase or sale of any shares of capital stock or other equity or voting interests of any Subsidiary, 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. (d) Section 3.02(d) of the Company Schedule Disclosure Letter sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding forth, as of the date Capitalization Date, a complete and accurate list of this Agreementeach outstanding Equity-Based Award granted under an Equity Plan (including all binding commitments or promises to grant any award under any Equity Plan) and: (i) the name and address of the optionee; Equity Plan pursuant to which such Equity‑Based Award was granted, (ii) the particular plan pursuant to which name and/or employee identification number of the holder of such Company Stock Option was granted; Equity-Based Award, (iii) the type of Equity-Based Award and the number of shares of Company Common Stock subject to such outstanding Equity-Based Award (with the number of shares of Company Common Stock Option; subject to Company PSUs disclosed assuming attainment of the target level of performance), (iv) if applicable, the exercise price, purchase price or similar pricing of such Company Stock Option; Equity‑Based Award, (v) the date on which such Company Stock Option Equity‑Based Award was granted; granted or issued, (vi) the applicable vesting schedule; , and the extent to which such Equity-Based Award is vested and/or exercisable (as applicable) as of the Capitalization Date, and (vii) with respect to any Company Stock Option, the date on expiration date, the exercise or purchase price per share, whether an “early exercise” feature is available (and, if so, whether and the extent to which such Company Stock Option expires(or any portion thereof) was “early exercised”) and whether the same is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. (e) Each outstanding Company Stock Option has an exercise price per share of Company Common Stock that is equal to or greater than the fair market value of a share of Company Common Stock on the grant date of such Company Stock Option, determined in accordance with Section 409A of the Code, as applicable. Each outstanding Company Stock Option characterized by the Company as an “incentive stock option” within the meaning of Section 422 of the Code complies with all of the applicable requirements of Section 422 of the Code. No outstanding Company Stock Option has had its exercise date or grant date “back-dated” or materially delayed. Each outstanding Company Stock Option, Company RSU (including each Director RSU), Company PSU and Restricted Share was granted in accordance in all material respects with applicable Law and the applicable Equity Plan and corresponding award agreement thereunder. The Company has made available to Parent accurate true and complete copies of all stock option plans pursuant of the Equity Plans and the forms of award agreements for all outstanding Equity-Based Awards, and all Equity-Based Awards are evidenced by award agreements in substantially the forms made available to which the Company has granted Parent, and no such Company Stock Options Equity-Based Award is subject to terms that are currently outstanding and the form different in any material respect from those set forth in such forms of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessableaward agreements. (cf) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary Section 3.02(f) of the Company have been issued Disclosure Letter contains a true, correct and granted complete list as of the date hereof of all indebtedness for borrowed money of the Company and its Subsidiaries in compliance with (i) all applicable securities laws excess of $1,000,000 in principal amount and other applicable Legal Requirements (identifies for each item of indebtedness, the outstanding principal and the accrued but unpaid interest thereunder as defined below) and (ii) all requirements set forth in applicable Contracts. For of the purposes date of this Agreement. No bonds, "LEGAL REQUIREMENTS" means any federaldebentures, state, local, municipal, foreign notes or other law, statute, constitution, principle indebtedness has the right to vote on any matters on which stockholders may vote of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling the Company or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority any of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsits Subsidiaries are outstanding.

Capitalization. (a) The As of the date hereof, the authorized capital stock Capital Stock of the Company consists of 100,000,000 51,000,000 shares of Capital Stock (the “Company Common Capital Stock”), divided into 50,000,000 shares of common stock, par value $0.0001 0.001 per shareshare (the “Company Common Stock”), and 20,000,000 1,000,000 shares of preferred stock, par value $0.001 per share (the “Company Preferred Stock, without par value ("COMPANY PREFERRED STOCK"”). At the close of business on March 31, 2000, (i) 40,057,369 shares of Company Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, (i) 11,926,178 shares of Company Common Stock, are issued and outstanding, (ii) no shares of Company Preferred Stock were are issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; , (iii) the number of 1,307,409 and 422,657 shares of Company Common Stock subject to such are issuable upon exercise or payout of currently outstanding stock options and restricted stock units, respectively, previously granted under Company Stock OptionPlans; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All 5,329 shares of Company Common Stock subject are issuable upon payout of deferred stock units under Company’s Employee Deferred Stock Unit Program; (v) 282,311 shares of Company Common Stock are issuable upon payout of deferred stock units under Company’s Non-Employee Director Deferred Stock Unit Program; (vi) 992,282 shares of Company Common Stock remain available for future awards under Company’s 2004 Stock Incentive Plan; (vii) 642,803 shares of Company Common Stock remain available for future awards under Company’s Employee Deferred Stock Unit Program; (viii) 101,020 shares of Company Common Stock remain available for future awards under Company’s Non-Employee Director Deferred Stock Unit Program; (ix) 689,113 shares of Company Common Stock are issuable upon exercise of currently outstanding Series A Warrants; (x) 694,637 shares of Company Common Stock are issuable upon exercise of currently outstanding Series B Warrants; and (xi) 250,000 shares of Company Preferred Stock have been designated as “Series A Junior Participating Preferred Stock,” par value $0.001 per share, and are reserved for issuance upon exercise of Company Rights issued pursuant to the Company Rights Agreement. Each issued and outstanding share of Company Capital Stock is, and each share of Company Capital Stock reserved for issuance as aforesaidspecified above will be, upon issuance on the terms and conditions specified in the instrument instruments pursuant to which they are it is issuable, would be duly authorized, validly issued, fully paid paid, nonassessable and nonassessablefree of preemptive rights or similar rights, and has been, or will be, issued in compliance in all respects with applicable Law and the Company’s bylaws and certificate of incorporation. (b) Except for the items described above in subsection (a) and under this Agreement, as of the date hereof, there are no outstanding subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any outstanding security, instrument or other Contract and also including any rights plan or other similar agreement, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Capital Stock or obligating the Company to grant, extend or enter into any such commitment or other Contract. As of the date hereof, there are no obligations, contingent or otherwise, of the Company to (i) repurchase, redeem or otherwise acquire any shares of Company Capital Stock or (ii) provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, any Person. There are no outstanding stock appreciation rights or similar derivative securities or rights of the Company. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. There are no voting trusts, irrevocable proxies or other Contracts to which the Company is a party or is bound with respect to the voting of any shares of Company Capital Stock. (c) All Each of the issued and outstanding shares of Capital Stock of the Company Common StockSubs has been duly authorized and validly issued, all outstanding Company Stock Optionsis fully paid and nonassessable, has not been issued in violation of any preemptive or similar rights, and has been issued in compliance in all respects with all applicable Laws and the provisions of its organizational documents, and the Company owns, directly or indirectly, one hundred percent of the outstanding shares of capital stock of each subsidiary Capital Stock of the Company have been issued and granted in compliance with Subs. There are no (i) all applicable securities laws and convertible into or exchangeable for shares of Capital Stock or other applicable Legal Requirements (as defined below) and securities of any of the Company Subs, or (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreementsubscriptions, "LEGAL REQUIREMENTS" means any federaloptions, statewarrants, localputs, municipalcalls, foreign or other lawphantom stock rights, statutestock appreciation rights, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contractsstock-based performance units, agreements, understandings, claims or other Contracts or rights of any type granted or entered into by Company or the Company Subs relating to the issuance, sale, repurchase or transfer of any securities of any Company Sub or that give any Person, other than the Company, the right to receive any economic benefit or right similar to or derived from the economic benefits and instrumentsrights of securities of any Company Sub. (d) Except for the Company Subs and except as set forth on Schedule 5.6(d) of the Parent Disclosure Schedule, the Company does not, directly or indirectly, own any equity, partnership, membership or similar interest in, or any interest convertible into, exercisable for the purchase of or exchangeable for any such equity, partnership, membership or similar interest in, any Person, or is under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution or other investment in, or assume any liability or obligation of, any Person, in each case, other than as contemplated by this Agreement or the Transactions.

Capitalization. (a) The authorized capital stock of the Company consists of 120,000,000 shares, consisting of (a) 20,000,000 shares of preferred stock, without par value (the “Preferred Stock”), and (b) 100,000,000 shares of Company Common Stock, without par value. As of the date hereof, (i) 20,000 shares of Series A Preferred Stock, par value $0.0001 per share0.01 (the “Series A Stock”) were issued and outstanding, all of which shares were duly authorized, validly issued, fully paid and 20,000,000 nonassessable and were issued free of preemptive (or similar) rights, (ii) 40,032 shares of Series B Preferred Stock, without par value $0.01 ("COMPANY PREFERRED STOCK"). At the close “Series B Stock”) were issued and outstanding, all of business on March 31which shares were duly authorized, 2000validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights, (iiii) 40,057,369 14,815,377 shares of Company Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessablenonassessable and were issued free of preemptive (or similar) rights, (iv) no shares of Common Stock were held in the treasury of the Company, (v) an aggregate of 2,012,890 shares of Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding stock options (the “Stock Options”) (of which 1,730,202 shares were in respect of vested or exercisable options) and (vi) 16,000,000 shares of Common Stock were reserved for issuance and issuable upon, or otherwise deliverable in connection with, the exercise of the Warrants issued to the Investor on January 20, 2004 (the “Existing Warrants”). All of the shares of Common Stock which may be issued pursuant to the Stock Options will be, when issued in exchange for the applicable exercise price thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive (or similar) rights. Except (i) as set forth above, (ii) as a result of the exercise of Stock Options outstanding as of the date hereof and referred to above and (iii) up to 197,444 shares of Common Stock pursuant shares of Common Stock pursuant to the Private Business, Inc. 2000 Employee Stock Purchase Plan there are outstanding (a) no shares of capital stock or other voting securities of the Company, (b) no securities of the Company convertible into or exercisable or exchangeable for shares of capital stock or voting securities of the Company, (c) no options, warrants or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exercisable or exchangeable for capital stock or voting securities of the Company and (d) no equity equivalents, interests in the ownership or earnings of the Company (including earn-outs or similar rights) or other similar rights (the shares, securities and other rights referred to in clauses (a), (b), (c) and (d), collectively, “Company Securities”). Except for the Stock Options and Existing Warrants referred to above, (x) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities or any voting or equity securities or interests of any subsidiary of the Company, (y) there is no voting trust or other agreement or understanding to which the Company or any of its subsidiaries is a party or is bound with respect to the voting of the capital stock or other voting securities of the Company of any of its subsidiaries and (z) there are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any of its subsidiaries to which the Company or any of its subsidiaries is a party. (cb) All outstanding shares Each of Company Common Stock, all outstanding Company Stock Options, and all the outstanding shares of capital stock of each of the Company’s subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive (or similar) rights, and all such shares are owned by the Company or another direct or indirect wholly owned subsidiary of the Company have been issued free and granted in compliance with clear of all Encumbrances of any nature whatsoever. There are outstanding (ia) all applicable no securities laws of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of any subsidiary of the Company, (b) no options, warrants or other rights to acquire from the Company or any of its subsidiaries, and other applicable Legal Requirements (as defined below) no obligation 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 any subsidiary of the Company and (iic) all requirements set forth no equity equivalents, interests in applicable Contracts. For the purposes ownership or earnings of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign subsidiary of the Company or other lawsimilar rights. There are no outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented redeem or otherwise put into effect by or under the authority acquire any shares of capital stock of any Governmental Entity (as defined below) subsidiary or to provide funds to or make any investment in any such subsidiary or any other entity. The Company has the ability to effect any action requiring the approval of the shareholders of any subsidiary of the Company and (ii) to designate all requirements set forth in applicable contracts, agreements, and instrumentsof the members of the board of directors of each subsidiary of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 shares of Company Common Stock, par value $0.0001 per share, and 20,000,000 5,000,000 shares of preferred stock, par value, $.001 per share (the "Preferred Stock, without par value ("COMPANY PREFERRED STOCK"). At the close As of business on March 31September 30, 20002003, (i) 40,057,369 50,140,921 shares of Company Common Stock were are issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 4,505,866 shares of Company Common Stock were held in treasury by Company or by subsidiaries are reserved for issuance upon exercise of options granted pursuant to the Company's 1993 Equity Incentive Plan (the "1993 Plan"); (iii) 233,633 473,330 shares of Company Common Stock were available are reserved for future issuance upon exercise of options granted pursuant to the Company's ESPP1995 Non-Employee Director's Stock Option Plan (the "Directors Plan"); (iv) 6,505,987 14,767,653 shares of the Company Common Stock are reserved for issuance upon exercise of options granted pursuant to the Company's 1996 Non-Officer Equity Incentive Plan (the "1996 Plan"); (v) 31,136 shares of the Company Common Stock are reserved for issuance upon exercise of options granted pursuant to the Company's 1996 Relevance Technologies Inc. Stock Plan (the "Relevance Plan"); (vi) 799,526 shares of Company Common Stock were are reserved for issuance upon the exercise of outstanding options granted pursuant to purchase Company Common the Company's 1996 eRoom Technology, Inc. Stock under Plan (the Incentive "eRoom Plan"); (vvii) 346,874 2,419,148 shares of Company Common Stock were are reserved for issuance upon the exercise of outstanding options granted pursuant to purchase Company Common the Company's Employee Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock Purchase Plan (the "WARRANTSESPP" and, together with the 1993 Plan, the 1995 Plan, the 1996 Plan, the Relevance Plan and the eRoom Plan, the "Company Stock Plans"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xiviii) no shares of Company Common Stock were reserved for future grant under are issued and held in the 1989 Plan. As treasury of the date hereof, Company; and (ix) no shares of Company Preferred Stock were are issued or and outstanding. There are no commitments or agreements Between June 30, 2003 and the date of any character to which this Agreement, the Company is bound obligating has not issued any securities (including derivative securities) except for shares of Company Common Stock issued upon exercise of stock options outstanding or purchase rights under the Company ESPP prior to accelerate the vesting of any Company Stock Option as a result of the MergerJune 30, 2003. (b) Section 2.3(b3.3(b) of the Company Disclosure Schedule sets forth a true, complete and correct list of all persons who, as of October 9, 2003 held outstanding options to purchase shares of Company Common Stock (the following information "Company Stock Options") under the Company Stock Plans other than the ESPP, indicating, with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) then outstanding, the number of shares of Company Common Stock subject to such Company Stock Option; (iv) , the exercise price relationship of the holder of such Company Stock Option; Option to the Company, and the exercise price, date of grant, vesting schedule and expiration date thereof, including the extent to which any vesting had occurred as of the date of this Agreement and whether (vand to what extent) the date on which vesting of such Company Stock Option was granted; (vi) will be accelerated in any way by the applicable vesting schedule; and (vii) consummation of the date on which such Company Stock Option expirestransactions 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 Merger. The Company has made available to Parent accurate true, complete and complete correct copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding Plans and the form forms of all stock option agreements evidencing such outstanding Company Stock Options. All No consent of any holder of Company Stock Options is required in connection with the assumption thereof by Parent in accordance with the provisions of Section 6.10. (c) Except as described in Section 3.3(a) of this Agreement or as set forth in Section 3.3(b) of the Disclosure Schedule, 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 3.3(a) of this Agreement or as set forth in Section 3.3(b) of the Disclosure Schedule, there are no options, preemptive rights, warrants, calls, rights, commitments, agreements, arrangements or understandings 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, 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 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 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 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 subject to 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 aforesaidspecified above shall be, upon issuance on the terms and conditions specified in the instrument instruments pursuant to which they are issuable, would 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, pre-emptive right, subscription right or any similar right under any provision of the GCL, the Company Charter or the Company By-Laws or any agreement to which the Company is a party or otherwise bound. None of the outstanding shares of the Company's capital stock have been issued in violation of any federal or state securities laws. No material change in the Company's capitalization has occurred since December 31, 2002. All of the outstanding shares of capital stock of each of the Company's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, 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 all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever (collectively, "Liens"). There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of each subsidiary the Company or any of its Subsidiaries. (e) The Company Common Stock constitutes the only class of securities of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling its Subsidiaries registered or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or required to be registered under the authority Securities Exchange Act of any Governmental Entity 1934, as amended (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsthe "Exchange Act").

Capitalization. (a) The authorized capital stock of Company Firstar consists of 100,000,000 (i) 800,000,000 shares of Company Firstar Common Stock, of which, as of March 31, 1999, 661,214,244 shares were issued and outstanding and 2,887,734 shares were held in treasury, (ii) 10,000,000 shares of preferred stock, par value $0.0001 1.00 per shareshare (the "Firstar Preferred Stock" and, together with the Firstar Common Stock, the "Firstar Capital Stock"), of which, as of the date hereof, no shares are issued and 20,000,000 outstanding. All of the issued and outstanding shares of Preferred StockFirstar Common Stock have been duly authorized and validly issued and are fully paid, without par value nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date of this Agreement, except pursuant to the terms of (i) the Firstar Option Agreement, (ii) options and stock issued pursuant to employee and director stock plans of Firstar in effect as of the date hereof (the "COMPANY PREFERRED STOCKFirstar Stock Plans") and (iii) the Firstar Rights Agreement, Firstar does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Firstar Capital Stock or any other equity securities of Firstar or any securities representing the right to purchase or otherwise receive any shares of Firstar Capital Stock (collectively, including the items contemplated by clauses (i) through (iii) of this sentence, the "Firstar Rights"). At the close As of business on March 31, 20001999, (i) 40,057,369 no shares of Company Firstar Capital Stock were reserved for issuance, except for 65,460,211 shares of Firstar Common Stock were issued and outstandingreserved for issuance upon exercise of the Firstar Option Agreement, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 no shares of Company Firstar Common Stock were held reserved for issuance in treasury by Company or by subsidiaries of Company; connection with the Firstar Dividend Reinvestment Plan (iii) 233,633 the "Firstar DRIP"), 25,897,722 shares of Company Firstar Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding stock options pursuant to purchase Company Common the Firstar Stock under the Incentive Plan; (v) 346,874 Plans and 2,300,000 shares of Company Common Series A Junior Participating Preferred Stock were reserved for issuance upon in connection with the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 Firstar Rights Agreement. Since March 31, 1999, Firstar has not issued any shares of Company Common Stock were reserved its capital stock or any securities convertible into or exercisable for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 any shares of Company Common Stock were reserved for issuance upon its capital stock, other than as would be permitted by Section 5.2 hereof and pursuant to the exercise Firstar Option Agreement. (b) Firstar owns, directly or indirectly, all of the Stock Option Agreement; (viii) 43,200 issued and outstanding shares of Company Common Stock were reserved for issuance upon capital stock or other equity ownership interests of each of the exercise Firstar Subsidiaries, free and clear of outstanding warrants to purchase Company Common Stock any liens, pledges, charges, encumbrances and security interests whatsoever (the "WARRANTSLiens"); , and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (ixsubject to 12 U.S.C. Section 55) 106,473 shares and free of Company Common Stock were available for future grant under preemptive rights, with no personal liability attaching to the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Planownership thereof. As of the date hereofNo Firstar Subsidiary has or is bound by any outstanding subscriptions, no shares of Company Preferred Stock were issued or outstanding. There are no options, warrants, calls, commitments or agreements of any character to which calling for the Company is bound obligating the Company to accelerate the vesting purchase or issuance of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock or any other equity security of each subsidiary 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. Section 3.2(b) of the Company have been issued and granted Firstar Disclosure Schedule sets forth a list of the material investments of Firstar in compliance with (i) all applicable securities laws corporations, joint ventures, partnerships, limited liability companies and other applicable Legal Requirements entities other than its Subsidiaries (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreementeach, a "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsNon-Subsidiary Affiliate").

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 15,000,000 Company Common Shares, and no shares of Company Common Stock, par value $0.0001 per share, and 20,000,000 shares preferred stock. As of Preferred Stock, without par value ("COMPANY PREFERRED STOCK"). At the close of business on March 31October 2, 2000, (ia) 40,057,369 5,128,740 Company Common Shares were outstanding, (b) 5,128,740 rights to purchase Company Common Shares ("Rights") issued pursuant to the Company's Rights Agreement were outstanding, (c) Company Options to purchase an aggregate of 785,235 shares of Company Common Stock were issued and outstanding, all of which are validly issuedwere granted under the Stock Option Plan, fully paid and nonassessable; (ii) 4,323,050 shares of 785,235 Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock Shares were reserved for issuance upon the exercise of outstanding options Company Options, 123,245 Company Common Shares were reserved for future grants under the Stock Option Plan and 5,128,740 Company Common Shares were reserved for issuance under the Company's Rights Agreement, (d) 1,885,901 Company Common Shares were held by the Company in its treasury, and (e) no shares of capital stock of the Company were held by the Company's Subsidiaries. Except for the Rights, the Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Since June 30, 2000, the Company (i) has not issued any Company Common Shares other than upon the exercise of Company Options, (ii) has granted no Company Options to purchase Company Common Stock Shares under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; Plan or otherwise, and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number has not split, combined or reclassified any of its shares of capital stock. All issued and outstanding Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that Shares are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid paid, nonassessable and nonassessable. (c) All outstanding free of preemptive rights. Except for the Rights, there are no other shares of Company Common Stock, all outstanding Company Stock Optionscapital stock or voting securities of the Company, and all no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of, or equity interests in, the Company or any of its Subsidiaries and there are no stock appreciation rights or limited stock appreciation rights outstanding other than those attached to such Company Options. There are no outstanding obligations of the Company or any Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of each subsidiary the Company and there are no performance awards outstanding under the Stock Option Plan or any other outstanding stock related awards. After the Effective Time, the Surviving Corporation will have no obligation to issue, transfer or sell any shares of capital stock of the Company, the Parent or the Surviving Corporation pursuant to any Company Benefit Plan, including the Stock Option Plan. 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 or any of its Subsidiaries. No Company Common Shares have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For repurchased by the purposes Company or any of this Agreementits Subsidiaries since June 30, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instruments2000.

Capitalization. (a) The As of June 30, 1999, the Company's authorized capital stock consisted of Company consists of 100,000,000 65,000,000 shares of Company Common Stock, par value $0.0001 per share, Stock and 20,000,000 10,000,000 shares of Preferred Stock, without par value ("COMPANY PREFERRED STOCK"). At the close of business on March 31, 2000, which (i) 40,057,369 750,000 shares of Company Common Stock were issued and outstandinghave been designated Series A Preferred Stock, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 3,000,000 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; have been designated Series B Convertible Preferred Stock, and (iii) 233,633 1,450,000 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Planhave been designated Series C Convertible Preferred Stock. As of June 30, 1999, the date hereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding only shares of capital stock of each subsidiary the Company issued and outstanding, reserved for issuance or committed to be issued were: (a) 25,427,140 fully paid and non-assessable shares of Common Stock, duly issued and outstanding; (b) 81,944 fully paid and non-assessable shares of Series A Preferred Stock, duly issued and outstanding; (c) 1,535,648 fully paid and non-assessable shares of Series B Convertible Preferred Stock, duly issued and outstanding; (d) 1,132,824 fully paid and non-assessable shares of Series C Convertible Preferred Stock, duly issued and outstanding; (e) 283,206 shares of Series C Convertible Preferred Stock reserved for issuance upon exercise of an option held by the Shareholder (the "Series C Option"); (f) shares of non-participating preferred stock of the Company have been issued having an aggregate liquidation value of $1,029,994 and granted in compliance with convertible into Common Stock at $3.25 per share which the Company was committed to issue under that certain Termination Agreement, dated as of December 31, 1998, between the Company and Maroon Bells Capital Partners, Inc. (including the shares of Common Stock issuable upon conversion thereof); (g) 81,944 shares of Common Stock reserved for issuance upon conversion of the Series A Preferred Stock; (h) 6,142,592 shares of Common Stock reserved for issuance upon conversion of the Series B Convertible Preferred Stock; (i) all applicable securities laws 15,385,166 shares of Common Stock reserved for issuance upon conversion of the Series C Convertible Preferred Stock (including those shares of Series C Convertible Preferred Stock issuable upon exercise of the Series C Option); and (j) 11,628,430 shares of Common Stock reserved for issuance upon exercise of outstanding options and other applicable Legal Requirements (warrants. Except as defined below) and (ii) all requirements set forth in applicable Contracts. For this Section 2.5, as of June 30, 1999, there were no outstanding securities of the purposes Company which are convertible into or exchangeable for any shares of this Agreementthe Company's capital stock or contain any capital appreciation or profit participation features, "LEGAL REQUIREMENTS" means any federalthere was no existing contract, stateoption, localwarrant, municipal, foreign call or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling commitment or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority right of any Governmental Entity (as defined below) character granted or issued by the Company calling for or relating to the issuance or transfer of shares of capital stock or any other securities of the Company and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsthere were no stock appreciation rights or phantom stock plans.

Capitalization. (ai) The entire authorized capital stock of the Company consists of 100,000,000 is one hundred one million (101,000,000) shares of Company Common Stockcapital stock, consisting of one hundred million (100,000,000) shares of common stock, par value $0.0001 per shareshare (the “Common Stock”), and 20,000,000 one million (1,000,000) shares of preferred stock, par value $0.0001 per share (the “Preferred Stock, without par value ("COMPANY PREFERRED STOCK"”). At ​ (ii) As of the close of business on March 31December 13, 20002023 (the “Capitalization Date”), (iA) 40,057,369 16,456,563 shares of Company Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 number does not include any shares of Common Stock held by the Company in treasury, (B) zero (0) shares of Common Stock were held by the Company in treasury by Company or by subsidiaries of Company; treasury, (iiiC) 233,633 314,948 shares of Common Stock (assuming any applicable performance metrics were deemed satisfied at target levels or, if higher, projected level of achievement) were subject to Company RSU Awards, (D) 132,822 shares of Common Stock were available for future issuance pursuant subject to Company's ESPP; Company Options, (ivE) 6,505,987 1,067,966 shares of Company Common Stock were reserved for issuance upon the exercise and available for grants of outstanding options to purchase Company Common Stock future awards under the Incentive Company Equity Plan; , (vF) 346,874 twenty-five thousand (25,000) shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Series A Preferred Stock were issued and outstanding, (G) 38,000 shares of Series A-1 Preferred Stock were issued and outstanding, and (H) no other shares of capital stock or outstanding. There are no commitments other voting securities were issued, reserved for issuance or agreements of outstanding (including any character to which Converted Shares), and from the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of Capitalization Date through the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which , the Company has granted such not issued any shares of Common Stock, Preferred Stock, Company Stock RSU Awards, Company Options that are currently outstanding and the form or any other shares of all capital stock option agreements evidencing such Company Stock Optionsor securities convertible or exchangeable into, or exercisable for, any shares of its capital stock. All of the outstanding shares of Company Common Stock, Series A Preferred Stock and Series A-1 Preferred Stock are, and all shares of Common Stock subject and Preferred Stock that may be issued prior to issuance as aforesaidthe Effective Time will be, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. No shares of Common Stock or Preferred Stock are subject to or were issued in violation of applicable Law or the preemptive rights of any stockholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, other applicable Laws, the Certificate of Incorporation or Bylaws or any agreement to which the Company is a party or otherwise bound. There are no equity-based or equity-linked awards or compensation other than equity awards under the Company Equity Plan. There are no outstanding promises to grant Company Options or Company RSU Awards to any Person. (ciii) All outstanding shares Except as set forth in Section 4.1(c)(ii), as of Company Common Stockthe Capitalization Date, all outstanding Company Stock Options, there are no (A) issued and all outstanding shares of capital stock of each subsidiary or other voting or equity interests in the Company, (B) securities of the Company have been issued and granted or its Subsidiaries convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in compliance the Company, (C) options, warrants, calls or other rights or agreements to acquire from the Company or its Subsidiaries, or other obligation of the Company or its Subsidiaries to issue, deliver, transfer or sell, or cause to be issued, delivered, transferred or sold, any shares of capital stock of or other voting or equity interests in the Company or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in the Company, (D) voting trusts, proxies or other similar 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 with respect to the voting of any shares of capital stock of or other voting or equity interests in the Company or any of its Subsidiaries, or (iE) all applicable securities laws and obligations requiring the registration for sale of any shares of capital stock of or other applicable Legal Requirements voting or equity interests in the Company or any of its Subsidiaries (as defined belowthe items in clauses (A), (B) and (iiC) all requirements being referred to collectively as the “Company Securities”). (iv) As of the date hereof, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company ​ Securities (other than issuances in connection with the purchase, vesting or settlement of Company Equity Awards outstanding as of the Capitalization Date in accordance with their terms, or as set forth in applicable Contractsthe Certificate of Incorporation). For No Subsidiary of the purposes Company owns any shares of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle capital stock of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 85,000,000 shares of Company Common StockStock and 5,000,000 shares of preferred stock, $0.001 par value $0.0001 per share, and 20,000,000 shares of the Company (“Company Preferred Stock”), without par value ("COMPANY PREFERRED STOCK")100,000 of which have been designated as Series A Preferred Stock and are reserved for issuance upon exercise of the Company Rights. At As of the close of business on March 31, 20002008, (i) 40,057,369 36,476,323 shares of Company Common Stock were issued and outstanding (none of which were Company Restricted Shares and no shares were held by the Company as treasury shares); (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) Company Stock Options to purchase an aggregate of 6,688,252 shares of Company Common Stock (of which Company Stock Options to purchase an aggregate of 4,344,309 shares of Company Common Stock were exercisable) were issued and outstanding; (iv) warrants to purchase an aggregate 45,000 shares of Company Common Stock (all of which were exercisable) were issued and outstanding; (v) Restricted Stock Units (excluding Performance-Based Stock Units) convertible into an aggregate of 803,714 shares of Company Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (iivi) 4,323,050 Performance-Based Stock Units convertible into a maximum aggregate of 539,500 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Companyissued and outstanding; and (iiivii) 233,633 4,595,247 shares of Company Common Stock were available for future issuance under the 1999 Stock Incentive Plan. All outstanding shares of capital stock of the Company have been, and all shares that may be issued pursuant to Company's ESPP; any Company Stock Plan or the ESPP will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (ivor, in the case of shares that have not yet been issued, will be) 6,505,987 fully paid, nonassessable and free of preemptive rights. (b) Except, in the case of clauses (i)-(iv) below, (x) as set forth in this Section 5.05, (y) for changes since March 31, 2008 resulting from the exercise of Company Stock Options and Company Warrants outstanding on such date and disclosed on Section 5.05(c) or Section 5.05(d) of the Company Disclosure Schedule, or (z) for issuances of shares of Company Common Stock were reserved and grants of Company Stock Options expressly permitted under clauses (A)-(C) of Section 7.01(b)(i), as of the date of this Agreement, there are no outstanding (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for issuance upon shares of capital stock or voting securities of the exercise Company, (iii) options, warrants or other rights or arrangements to acquire from the Company, or other obligations or commitments of outstanding options the Company to purchase issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, (iv) restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, the Company Common Stock under (the Incentive Plan; items in clauses (i), (ii), (iii) and (iv) being referred to collectively as the “Company Securities”), (v) 346,874 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 voting of any shares of capital stock of the Company Common Stock were reserved for issuance upon the exercise or any of outstanding options to purchase Company Common Stock under the Director Plan; its Subsidiaries, (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Preferred Stock were issued contractual obligations or outstanding. There are no 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 restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of the Company to accelerate the vesting or any of any Company Stock Option as a result its Subsidiaries, or (vii) obligations of the Merger. Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities. No Company Securities are owned by any subsidiary of the Company. (bc) (i) Section 2.3(b5.05(c) of the Company Disclosure Schedule sets forth the following information identifies, with respect to each Company Stock Option (as defined in Section 5.8) outstanding and Restricted Stock Unit issued as of the date close of this Agreement: business on March 31, 2008, (iA) the name number of shares subject to such award, (B) the exercise price of each Company Stock Option, (C) the number of shares vested, (D) the vesting schedule and address of (E) the optioneegrant date; (ii) the particular plan pursuant to which such Company Stock Option was Plans set forth on Section 5.05(c) of the Company Disclosure Schedule are the only plans or programs the Company or any of its Subsidiaries has maintained under which stock options, restricted shares, restricted share units, stock appreciation rights, performance shares or other compensatory equity-based awards have been granted and remain outstanding or may be granted; (iii) the number of shares of Company Common Stock subject to such all Company Stock OptionOptions and Restricted Stock Units may, by their terms, be treated in accordance with Section 3.06; and (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such no Company Stock Options that are currently outstanding or Restricted Stock Units (other than the Performance-Based Stock Units and Company Stock Options specifically listed on Section 5.05(c)(i)) shall become vested or exercisable, and the form Company’s right to repurchase the shares subject to Company Restricted Shares or issued upon the exercise of all stock option agreements evidencing such assumed Company Stock Options. All shares of Company Common Stock subject to issuance Options shall not be forfeited, in either case, solely as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary a result of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentstransactions contemplated hereby.

Capitalization. (a) The authorized capital stock of the Company consists solely of 100,000,000 300,000,000 shares of Company Class A Common Stock, 20,000,000 shares of Class B Common Stock and 5,000,000 shares of preferred stock, par value $0.0001 0.01 per share, and 20,000,000 shares of share (the “Preferred Stock, without par value ("COMPANY PREFERRED STOCK"”). At As of the close of business on March 31October 2, 20002003 (the “Measurement Date”), (i) 40,057,369 15,080,964 shares of Company Class A Common Stock were issued and outstandingoutstanding (excluding shares held by the Company in its treasury), all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 1,311,252 shares of Class B Common Stock were issued and outstanding (excluding shares held by the Company in its treasury), (iii) no shares of Preferred Stock were outstanding, (iv) Options to purchase an aggregate of 983,650 shares of Class A Common Stock were outstanding, (v) 435,836 shares of Class A Common Stock and 801,250 shares of Class B Common Stock were held by the Company in treasury by Company or by subsidiaries of Company; its treasury, and (iiivi) 233,633 no shares of capital stock of the Company were held by the Company’s Subsidiaries. The Company has no outstanding bonds, debentures, notes or other obligations entitling the holders thereof to vote (or that are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Since June 30, 2003, the Company has not (A) issued any shares of Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance other than upon the exercise of Options, (B) granted any Options, or (C) split, combined, converted or reclassified any of its shares of capital stock. All issued and outstanding options to purchase Company shares of Common Stock under the Incentive Plan; (v) 346,874 are, and all shares of Company Common Stock were reserved for issuance upon that may be issued prior to the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereofEffective Time will be when issued, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid paid, nonassessable and nonassessablefree of preemptive rights. There are no other shares of capital stock or voting securities of the Company, and no existing options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments that obligate the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock of, or equity interests in or any security convertible into or exercisable or exchangeable for any capital stock or equity interest in, the Company or any of its Subsidiaries. (cb) All There are no (i) outstanding shares agreements or other obligations of the Company Common Stockor any of its Subsidiaries to repurchase, all outstanding Company Stock Optionsredeem or otherwise acquire (or cause to be repurchased, and all outstanding redeemed or otherwise acquired) any shares of capital stock of each subsidiary the Company and there are no performance awards outstanding under the Stock Option Plans or any other outstanding stock-related awards or (ii) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries or, to the knowledge of the Company, any of the Company’s directors or executive officers is a party with respect to the voting of capital stock of the Company have been issued or any of its Subsidiaries. Section 5.4(b) of the Company Disclosure Letter sets forth a complete and accurate list of all outstanding Options to purchase shares of Common Stock granted in compliance pursuant to any Stock Option Plan as of the date hereof, which list sets forth the name of the holders thereof and, to the extent applicable, the exercise price or purchase price thereof, the number of shares of Class A Common Stock or Class B Common Stock subject thereto, the governing Stock Option Plan with (i) all applicable securities laws respect thereto and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsexpiration date thereof.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 500,000,000 shares of Company Common StockStock and 10,000,000 shares of preferred stock, par value $0.0001 per share, and 20,000,000 shares of the Company (“Company Preferred Stock”), of which 2,000,000 have been designated Series A Junior Participating Preferred Stock, without par value and which are issuable upon exercise of the preferred share purchase rights pursuant to the Shareholder Rights Agreement ("COMPANY PREFERRED STOCK"the “Preferred Share Purchase Rights”). At As of May 16, 2025 (the close of business on March 31, 2000, “Company Capitalization Date”): (i) 40,057,369 (A) 6,141,183 shares of Company Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (iiB) 4,323,050 no shares of Company Common Stock were held in treasury by Company or by subsidiaries of the Company; ’s treasury, (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xiC) no shares of Company Common Stock were reserved for future grant under held by the 1989 Plan. As of the date hereofCompany Subsidiaries, (D) no shares of Company Preferred Stock were issued or outstanding, and (E) no shares of Company Preferred Stock were held by the Company or its Subsidiaries in its respective treasury and (F) 6,141,183 Preferred Share Purchase Rights were issued and outstanding, and (G) no Preferred Share Purchase rights were held in the Company’s treasury; (ii) (A) Company Options exercisable into 124,536 shares of Company Common Stock were outstanding, of which none are In-the-Money Company Options, (B) Company RSUs settleable into 341,941 shares of Company Common Stock were outstanding, and (C) Commercial Warrants exercisable into 133,825 shares of Company Common Stock were outstanding, with an exercise price per share of $0.35, and SPAC Warrants (including private and public warrants) exercisable into 244,762 shares of Company Common Stock were outstanding, with an exercise price per share of $402.50; (iii) (A) 651,607 shares of Company Common Stock were reserved for issuance pursuant to the Company Equity Plans; (B) 293,055 shares of Company Common Stock were reserved for issuance pursuant to the Company ESPP; and (C) 378,587 shares of Company Common Stock were reserved for issuance pursuant to Company Warrants. There are no commitments All outstanding shares of Company Common Stock are, and all such shares which may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or agreements issued in violation of any character to which purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company is bound obligating Governing Documents or any Contract. All outstanding Company securities have been issued and granted in compliance in all material respects with applicable Laws and, if applicable, in compliance with the Company to accelerate Equity Plan. All the vesting outstanding shares of any Company Common Stock Option are, and all shares of Company Common Stock reserved for issuance as a result described above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and free of the Mergerpreemptive rights. (b) Section 2.3(b3.2(b) of the Company Schedule Disclosure Letter sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding a true and complete list, as of the date Company Capitalization Date, of this Agreement: (i) the name and address of the optionee; each Company Equity Award, (ii) the particular plan pursuant name of the Company Equity Award holder (to which such Company Stock Option was granted; the extent permissible under applicable Law), (iii) the number of shares of Company Common Stock subject to such underlying each Company Stock Option; Equity Award, (iv) the date on which the Company Equity Award was granted, (v) the Company Equity Plan under which the Company Equity Award was granted, (vi) the exercise price of such each Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; Equity Award, if applicable, and (vii) the expiration date on which such of each Company Stock Option expires. Company has made available to Parent accurate Equity Award, if applicable. (c) Except as set forth in Section 3.2(a) and complete copies of all stock option plans pursuant to which Section 3.2(b), and other than the Company has granted such Company Stock Options that are currently outstanding and Preferred Share Purchase Rights or the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to that have become outstanding after the Company Capitalization Date that were reserved for issuance as aforesaid, upon issuance on set forth in clause (iii) of Section 3.2(a) and issued in accordance with the terms and conditions specified of the applicable Company Equity Plan, Company Equity Award, Company ESPP or Company Warrant, in each case as of the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. date hereof: (ci) All outstanding shares of the Company Common Stock, all outstanding Company Stock Options, and all outstanding does not have any shares of capital stock of each subsidiary of the Company have been or other equity interests issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) or outstanding and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreementthere are no outstanding subscriptions, "LEGAL REQUIREMENTS" means any federaloptions, statewarrants, localputs, municipalcalls, foreign exchangeable or convertible securities or other lawsimilar rights, statuteagreements 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, constitutiontransfer or sell, principle or make any payment with respect to, any shares of common lawcapital stock or other equity interests of the Company or any Company Subsidiary or securities convertible into, resolutionexchangeable for or exercisable for, ordinanceor that correspond to, codesuch shares or equity interests, edict(B) grant, decreeextend or enter into any such subscription, ruleoption, regulationwarrant, ruling put, call, exchangeable or requirement issuesconvertible securities or other similar right, enactedagreement or commitment, adopted, promulgated, implemented (C) redeem or otherwise put into effect by acquire any such shares of capital stock or under other equity interests or (D) provide any amount of funds to, or make any investment (in the authority form of a loan, capital contribution or otherwise) in, any Governmental Entity Company Subsidiary that is not wholly owned or in any other Person. There are no outstanding obligations of the Company or any Company Subsidiary (1) restricting the transfer of, (2) affecting the voting rights of, (3) requiring the repurchase, redemption or disposition of, or 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 capital stock or other equity interests of the Company or any Company Subsidiary. Pursuant to and in accordance with the Shareholder Rights Agreement Amendment, as of the Closing all Preferred Share Purchase Rights shall automatically terminate without the holders thereof having any further rights with respect thereto (it being understood that to the extent a Person other than Parent shall have become an “Acquiring Person” (as defined belowtherein) under the Shareholder Rights Agreement prior to the Closing such that the Preferred Share Purchase Rights become exercisable thereunder, the holders of Preferred Share Purchase Rights shall have the rights provided under the Shareholder Rights Agreement). (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 with the Company Stockholders on any matter. (e) Other than the Voting Agreements, 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, a Company Stockholder) is a party with respect to the voting of the capital stock or other equity interests of the Company or any Company Subsidiary. The Voting Agreements are in full force and effect. (f) Neither the Company nor any Company Subsidiary has any Indebtedness other than the Indebtedness set forth on Section 3.2(f) of the Company Disclosure Letter, which sets forth the amounts (including principal and any accrued but unpaid interest or other obligations) with respect to such Indebtedness. Except as disclosed on Section 3.2(f) of the Company Disclosure Letter, no Indebtedness of the Company or any Company Subsidiary contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) all requirements set forth in applicable contractsthe incurrence of Indebtedness by the Company or any Company Subsidiary, agreements, and instrumentsor (iii) the ability of the Company or any Company Subsidiary to grant any Lien on its properties or assets.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 (i) one hundred sixty million (160,000,000) shares of Company Series A Common Stock, par value $0.0001 0.01 per share, and 20,000,000 (ii) six million (6,000,000) shares of Company Series B Common Stock, par value $0.01 per share, (iii) one hundred sixty million (160,000,000) shares of Company Series C Common Stock, par value $0.01 per share and (iv) fifty million (50,000,000) shares of Company Preferred Stock, without par value $0.01 per share, issuable in series. No other shares of capital stock of, or other equity or voting interests in, the Company are authorized. ("COMPANY PREFERRED STOCK"). At b) As of the close of business on March 31April 5, 20002019, (i) 40,057,369 54,496,831 shares of Company Series A Common Stock were issued and outstanding (including 14,369 shares of Company Restricted Stock), (ii) 2,830,174 shares of Company Series B Common Stock were issued and outstanding, all (iii) no shares of which are validly issuedCompany Series C Common Stock were issued and outstanding, fully paid (iv) no shares of Company Preferred Stock were issued and nonassessable; outstanding, (iiv) 4,323,050 no shares of Company Common Stock were held in treasury by the Company or owned by subsidiaries of Company; its Subsidiaries, (iiivi) 233,633 1,155,946 shares of Company Series A Common Stock and 658,620 shares of Company Series B Common Stock, in each case, were available reserved for future issuance pursuant to Company's ESPP; Company Stock Plans, (ivvii) 6,505,987 956,575 shares of Company Series A Common Stock and 658,620 shares of Company Series B Common Stock, in each case, were reserved for issuance upon the exercise of outstanding options to purchase unexercised Company Stock Options, (viii) 11,996 shares of Company Series A Common Stock under were underlying outstanding Company RSU Awards and no shares of Company Series B Common Stock were underlying outstanding Company RSU Awards, and (ix) no other shares of Company Capital Stock of, or other equity interests in, the Incentive Plan; (vCompany were issued, reserved for issuance or outstanding. All of the outstanding shares of Company Capital Stock have been duly authorized and validly issued, and are fully paid and non-assessable and were issued in compliance with applicable securities Laws. Except as provided by any Collective Agreement, there are no preemptive or similar rights granted by the Company or any Subsidiary of the Company to any holders of any class of securities of the Company or any Subsidiary of the Company. Except as set forth in Section 3.2(b) 346,874 of the Company Disclosure Letter, no shares of the Company are owned by any Subsidiary of the Company. From the close of business on April 5, 2019 through the date of this Agreement, there have been no issuances, repurchases or redemptions by the Company of shares of Company Capital Stock or other equity interests in the Company or issuances of options, warrants, convertible or exchangeable securities, stock-based performance units or other rights to acquire shares of Company Capital Stock or other equity interests in the Company or other rights that give the holder thereof any economic or voting interest of a nature accruing to the holders of shares of Company Capital Stock or other equity interests in the Company, other than the issuance of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under Options or the Director Plan; (vi) 266,168 shares settlement of Company Common Stock were reserved for issuance upon the exercise of RSU Awards, in each case outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise as of the Stock Option Agreement; close of business on April 5, 2019 and in accordance with the terms thereof. (viiic) 43,200 shares Neither the Company nor any Subsidiary of the Company Common Stock were reserved 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 issuance upon securities having the exercise right to vote) with the Company Stockholders or the stockholders of outstanding warrants to purchase any such Subsidiary on any matter (“Voting Company Common Stock (the "WARRANTS"Debt”); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereofclose of business on April 5, no shares of Company Preferred Stock 2019, 702,500 SARs were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (bd) Except as set forth in Section 2.3(b3.2(b) above, on Section 3.2(d) of the Company Schedule sets forth Disclosure Letter or pursuant to any Collective Agreement, other than the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding Equity Awards, there are not, as of the date of this Agreement: (i) the name and address , any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, restricted stock units, stock-based performance units, commitments, Contracts, arrangements or undertakings of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant any kind to which the Company has granted such or any of its Subsidiaries is a party or by which any of them is bound (i) obligating the Company Stock Options that are currently outstanding and the form or any of all stock option agreements evidencing such Company Stock Options. All its Subsidiaries to issue, deliver or sell or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity interests in, or any security convertible into or exercisable for or exchangeable into any capital stock of, or other equity interest in, the Company Common Stock subject or any of its Subsidiaries or any Voting Company Debt, (ii) obligating the Company or any of its Subsidiaries to issuance as aforesaidissue, upon issuance on grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any Person the terms right to receive any economic benefit or right similar to or derived from the economic benefits and conditions specified rights accruing to holders of Company Capital Stock, or other equity interests in the instrument Company. As of the date of this Agreement, except pursuant to which they any Collective Agreement or as set forth on Section 3.2(d) of the Company Disclosure Letter, there are issuableno outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding redeem or otherwise acquire any shares of capital stock of each subsidiary the Company or any of its Subsidiaries. Except pursuant to any Collective Agreement, there are no proxies, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or is bound with respect to the voting of the capital stock of, or other equity interests in, the Company have been issued and granted or any of its Subsidiaries. (e) The Company is not party to any “poison pill” rights plan or similar plan or agreement relating to any shares of Company Capital Stock or other equity interests of the Company. (f) No event or circumstance has occurred that has resulted or will result, pursuant to the terms of the Exchangeable Debentures Indenture, in compliance with (i) all applicable securities laws and other applicable Legal Requirements an adjustment to the number of Reference Shares (as defined belowin the Exchangeable Debentures Indenture) and attributable to each Debenture (as defined in the Exchangeable Debentures Indenture) from 5.1566 shares of Parent Common Stock, (ii) all requirements set forth in applicable Contracts. For a Reference Share being anything other than one (1) share of Parent Common Stock or (iii) in the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity Adjusted Principal Amount (as defined belowin the Exchangeable Debentures Indenture) not being equal to the Original Principal Amount (as defined in the Exchangeable Debentures Indenture), in each case other than any such event or circumstance that primarily results from (A) actions taken by Parent or any of its Affiliates after the date hereof or (B) actions required by the terms of this Agreement and the other Transaction Documents. The aggregate outstanding principal amount of the Exchangeable Debentures is $400,000,000. (iig) all requirements set forth in applicable contractsAs of the close of business on April 5, agreements2019, and instrumentsthe outstanding unexercised Company Stock Options had a weighted average exercise price of $31.25. As of the close of business on April 5, 2019, the outstanding unexercised SARs had a weighted average exercise price of $3.24.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 (i) 690,000,000 shares of Company Common StockStock and (ii) 10,000,000 shares of preferred stock, par value $0.0001 .01 per share, and 20,000,000 shares of share (the “Preferred Stock, without par value ”). ("COMPANY PREFERRED STOCK"). At b) As of the close of business on March 31February 10, 2000, 2011 (the “Capitalization Date”): (i) 40,057,369 shares of Company Common Stock 261,778,425 Shares were issued and outstanding, all of which are were validly issued, fully paid and nonassessable; (ii) 4,323,050 shares an aggregate of 31,982,775 Shares were reserved for issuance under the Company Equity Plans upon or otherwise deliverable in connection with Company Equity Awards, of which 24,937,217 Shares are subject to outstanding Company Stock Options, zero Shares are subject to outstanding awards of Company Common Stock were held in treasury by Restricted Stock, 4,840,363 Shares are subject to outstanding Company or by subsidiaries of CompanyRSUs, and 2,205,195 Shares are eligible for issuance under the ESPP; (iii) 233,633 shares an aggregate of 28,782,825 Shares were held in the treasury of the Company Common Stock were available for future issuance pursuant to Company's ESPP; and (iv) 6,505,987 no shares of Company Preferred Stock were issued and outstanding. From the close of business on the Capitalization Date through the date of this Agreement, no options or other rights to acquire shares of Common Stock (including Company Equity Awards) or shares of Preferred Stock have been granted and no shares of Common Stock have been issued, except for shares of Common Stock issued pursuant to the exercise or settlement of Company Equity Awards outstanding on the Capitalization Date in accordance with their terms. An aggregate of 3,000,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock, all of which were reserved for issuance upon exercise of preferred stock purchase rights (the “Company Rights”) issuable pursuant to the Fourth Amended and Restated Renewed Rights Agreement, dated as of May 28, 2004, between the Company and American Stock Transfer & Trust Company, as rights agent (the “Company Rights Agreement”), which expired on March 28, 2009. (c) Except as set forth in clauses (a) and (b) of this Section 4.3 and in Section 4.3(b) of the Company Disclosure Letter (including shares of Common Stock described therein as reserved for issuance upon the exercise of Company Equity Awards), and except for the Company’s obligations under this Agreement, (i) there are not outstanding options to purchase Company Common Stock under the Incentive Plan; or authorized any (vA) 346,874 shares of capital stock or other voting securities of the Company, (B) securities of the Company Common Stock were reserved convertible into or exchangeable for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise capital stock or voting securities of the Stock Option Agreement; Company, or (viiiC) 43,200 shares options, warrants or other rights to acquire from the Company, or any obligation of the Company Common Stock were reserved to issue, any capital stock, voting securities or securities convertible into or exchangeable for issuance upon capital stock or voting securities of the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"collectively, “Company Securities”); (ixii) 106,473 shares there are no outstanding obligations of the Company Common Stock were available for future grant under the Incentive Planto repurchase, redeem or otherwise acquire any Company Securities; (xiii) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Preferred Stock were issued or outstanding. There there are no commitments other options, calls, warrants or agreements of any character other rights relating to Company Securities to which the Company is bound obligating a party, (iv) there are no bonds, debentures, notes or other indebtedness of the Company having the right to accelerate vote (or convertible into, or exchangeable for, securities having the vesting right to vote) on any matters on which holders of Shares may vote and (v) there are no outstanding or authorized stock appreciation rights, phantom stock awards or other rights that are linked in any Company Stock Option as a result way to the price of the MergerShares or the value of the Company or any part thereof. (bd) Section 2.3(b) The outstanding shares of capital stock or other equity interests of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that Company’s Subsidiaries are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding such shares of capital stock or other equity interests are owned beneficially and of each subsidiary of record by the Company have been issued or a Company Subsidiary, free and granted clear of all security interests, liens, claims, pledges, agreements, limitations in compliance with voting rights, charges or other encumbrances of any nature whatsoever (“Liens”) other than (i) all applicable securities laws and other applicable Legal Requirements (as defined below) Permitted Liens and (ii) all requirements set forth in applicable Contracts. For any guaranty by a Company Subsidiary, pursuant to that certain (A) Indenture, dated as of June 17, 2010, between the purposes Company and The Bank of this New York Mellon Trust Company, N.A., as Trustee, (B) First Supplemental Indenture, dated as of June 17, 2010, by and among the Company, the Company Subsidiaries party thereto and The Bank of New York Mellon Trust Company, N.A., (C) Second Supplemental Indenture, dated as of December 28, 2010, by and among the Company, Genzyme Europe B.V. and The Bank of New York Mellon Trust Company, N.A., and (D) Credit Agreement, "LEGAL REQUIREMENTS" means dated as of July 14, 2006 (the “Credit Agreement”), by and among the Company and its Subsidiaries party thereto, the lenders listed therein, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, ANB AMRO Bank N.V., Citizens Bank of Massachusetts and Wachovia Bank, National Association, as co-documentation agents, as amended on November 30, 2010. There are not outstanding or authorized any federal, state, local, municipal, foreign options or other lawrights to acquire from the Company Subsidiaries, statuteor any obligations of the Company Subsidiaries to issue, constitutionany capital stock, principle voting securities or securities convertible into or exchangeable for capital stock or voting securities of common lawthe Company Subsidiaries (collectively, resolution“Subsidiary Securities”). There are no outstanding obligations of the Company or its Subsidiaries to repurchase, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented redeem or otherwise put into effect by or under the authority of acquire any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreementsSubsidiary Securities, and instrumentsthere are no other options, calls, warrants or other rights, relating to Subsidiary Securities to which the Company or its Subsidiaries is a party.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 Fifty Million (50,000,000) Shares, and (ii) One Million (1,000,000) shares of Company Common Stockpreferred stock, par value $0.0001 per share, and 20,000,000 shares of share (the "Preferred Stock, without par value ("COMPANY PREFERRED STOCK"). At the close . (b) As of business on March 31April 30, 2000, 2009: (i) 40,057,369 shares of Company Common Stock Eleven Million Sixty-Four Thousand One Hundred Forty-Two (11,064,142) Shares were issued and outstanding, all of which are were validly issued, fully paid and nonassessablenon-assessable and were issued free of preemptive rights; (ii) 4,323,050 an aggregate of Two Million Seven Hundred Twenty-Seven Thousand Seven Hundred Sixty-Four (2,727,764) Shares was reserved for issuance upon or otherwise deliverable in connection with the grant of equity-based awards or the exercise of outstanding Options issued pursuant to the Company Stock Plan; and (iii) no shares of Preferred Stock were outstanding. Since the close of business on April 30, 2009, until the date hereof, no options to purchase shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Stock, Restricted Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common or Preferred Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; have been granted and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company or Preferred Stock were have been issued, except for Shares issued or outstandingpursuant to the exercise of Options. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b3.3(b) of the Company Schedule of Exceptions sets forth forth, as of the following information with respect to date specified thereon, each equity-based award (including Restricted Company Common Stock or phantom rights) and Option outstanding under the Company Stock Plan, the number of Shares issuable thereunder and the expiration date and exercise or conversion price relating thereto. Unless disclosed on Section 3.3(b) of the Company Schedule of Exceptions, no other equity-based award or Option is outstanding under a Company Stock Plan or otherwise. (as defined in Section 5.8c) outstanding as As of the date of this Agreement, except as set forth in clauses (a) and (b) of this Section 3.3: (i) the name and address there are not outstanding or authorized any (A) shares of capital stock or other voting securities of the optioneeCompany, (B) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (C) options or other rights to acquire from the Company, or any obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (collectively, "Company Securities"); (ii) there are no outstanding obligations of the particular plan pursuant Company to which such repurchase, redeem or otherwise acquire any Company Stock Option was grantedSecurities; and (iii) there are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the number issued or unissued capital stock or other voting securities of shares of the Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessableis a party. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instruments.

Capitalization. (a) The authorized capital stock of Company Exegy as of the date of this Agreement consists of 100,000,000 (i) 26,246,376 shares of Company which 15,666,672 shares have been designated Common Stock, par value $0.0001 per share, ; and 20,000,000 10,579,704 shares of have been designated Exegy Preferred Stock, without par value ("COMPANY PREFERRED STOCK")of which 3,333,328 shares have been designated Series A Preferred Stock and 7,246,376 shares have been designated Series A-2 Preferred Stock. At the close As of business on March 31August 22, 20002006, (iA) 40,057,369 2,000,000 shares of Company Exegy Common Stock were issued and outstanding, all (B) Stock Options to purchase an aggregate of 1,541,963 shares of Exegy Common Stock were issued and outstanding (of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 options to purchase an aggregate of 205,087 shares of Company Exegy Common Stock were exercisable), (C) no shares of Exegy Common Stock were held in treasury by Company or by subsidiaries of Company; its treasury, except as disclosed in the Exegy Financial Statements, (iiiD) 233,633 10,025,690 shares of Company Common Exegy Preferred Stock were available for future issuance pursuant issued and outstanding, (E) Stock Options to Company's ESPP; (iv) 6,505,987 purchase an aggregate of -0- shares of Company Common Exegy Preferred Stock were reserved issued and outstanding (of which options to purchase an aggregate of -0- shares of Exegy Preferred Stock were exercisable). All outstanding shares of capital stock of Exegy have been duly authorized and validly issued and are fully paid and nonassessable. All Stock Options outstanding as of the date hereof (including the name of the option holder, the date of grant, the exercise price and number of shares exercisable under such options) are set forth on Section 6.7 of the Exegy Disclosure Schedule. (b) As of the date hereof, except (i) as set forth in this Section 6.7, and (ii) for issuance upon changes since December 31, 2005, resulting from the exercise of stock options outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of on such date, there are no outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available capital stock or other voting securities of Exegy, (y) securities of Exegy convertible into or exchangeable for future grant under shares of capital stock or voting securities of Exegy, or (z) options or other rights to acquire from Exegy, and no obligation of Exegy to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Exegy (the Director Plan; items in clauses (x), (y) and (xiz) being referred to collectively as the “Exegy Securities”). There are no shares outstanding obligations of Company Common Stock were reserved for future grant under Exegy or any Exegy Subsidiary to repurchase, redeem or otherwise acquire any Exegy Securities. There are no outstanding contractual obligations of Exegy to provide funds to, or make any investment (in the 1989 Planform of a loan, capital contribution or otherwise) in, any other Person. As of the date hereof, no shares other than as specifically provided in the Articles of Company Preferred Stock were issued or outstanding. There Incorporation of Exegy, there are no commitments stockholder agreements, voting trusts or other agreements or understandings to which Exegy is a party, or of which Exegy is aware, relating to voting, registration or disposition of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsExegy.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 150,000,000 shares of Company Common Stockcommon stock, par value $0.0001 per shareshare (“Common Stock”), and 20,000,000 10,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock, without par value ("COMPANY PREFERRED STOCK"”). At the close of business on March 31December 21, 20002017 (the “Measurement Date”), (ia) 40,057,369 67,591,938 shares of Company Common Stock were issued and 67,588,990 shares of Common Stock were outstanding, (b) no shares of Preferred Stock were issued and outstanding, all (c) an aggregate of 2,948 shares of Common Stock were held by the Company in its treasury, (d) an aggregate of 5,701,819 shares of Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans, of which are 5,470,299 shares of Common Stock were underlying outstanding and unexercised Company Options and 231,520 shares of Common Stock were underlying unvested Restricted Stock Units and (e) an aggregate of 98,698 shares of Common Stock were reserved for issuance pursuant to outstanding Company Warrants. Except for changes since the close of business on the Measurement Date resulting from the exercise of Company Options, the vesting of Restricted Stock Units or the exercise of the Company Warrants, from the Measurement Date until the date hereof, the Company has not issued any shares of its capital stock, has not granted any options, restricted stock, restricted stock units, 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 and has not split, combined or reclassified any of its shares of capital stock. All of the outstanding Shares have been, and all shares of Common Stock reserved for issuance as noted in (d) and (e) above will be, when issued in accordance with the terms thereof, duly authorized and validly issued, fully paid and nonassessable; (ii) 4,323,050 shares nonassessable and free of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Mergerpreemptive rights. (b) Section 2.3(b) 3.02 of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding Disclosure Letter contains a true, correct and complete list, as of the date close of this Agreement: business of the Measurement Date, of (i) the name of each holder of Company Options and address Restricted Stock Units, the type and number of outstanding Company Options and Restricted Stock Units held by such holder, the grant date of each such Company Option and Restricted Stock Unit, the number of Shares such holder is entitled to receive upon the exercise of each Company Option and the corresponding exercise price, the expiration date of each Company Option and the name of the optionee; Company Stock Plan pursuant to which each such Company Option or Restricted Stock Unit was granted, and (ii) the particular plan pursuant to which such name of each holder of Company Stock Option was granted; (iii) Warrants, the number of shares of Company Common Stock subject Shares such holder is entitled to such Company Stock Option; (iv) receive upon the exercise price of such each Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding Warrant and the form corresponding exercise price and the expiration date of all stock option agreements evidencing such each Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessableWarrant. (c) All outstanding shares of Except for the Company Common Stock, all outstanding Company Stock Options, the Restricted Stock Units and all the Company Warrants, there are, as of the Measurement Date, no outstanding (w) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (x) options, 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 subsidiary case, the economic equivalent thereof), (y) 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 (w), (x) and (y), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (z) obligations by the Company to make any payments based on the price or value of the Shares. There are, as of the Measurement Date, no outstanding obligations of the Company to purchase, redeem or otherwise acquire any Company Securities. There are no voting trusts or other agreements or understandings to which the Company 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 and granted in all material respects in compliance with the Securities Act of 1933, as amended (i) all applicable securities laws and other applicable Legal Requirements (the “Securities Act”). The exercise price of each Company Option is not less than the fair market value of a Share on the date of grant of such Company Option. No Company Option provides for the deferral of compensation within the meaning of Section 409A of the Code. Except as defined below) and (ii) all requirements set forth in applicable Contracts. For on Section 3.02 of the purposes of this AgreementDisclosure Letter, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign there are no outstanding or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under authorized equity-based compensation awards with respect to the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 (i) 200,000,000 shares of Company Common Stock, par value $0.0001 0.001 per share, and 20,000,000 (ii) 5,000,000 shares of preferred stock, par value $0.001 per share (“Company Preferred Stock, without par value ("COMPANY PREFERRED STOCK"”). At the close of business on March December 31, 20002008, (i) 40,057,369 78,187,842 shares of Company Common Stock were issued and outstanding, all (including 540,230 shares of which are validly issuedCompany Common Stock that were outstanding as of the relevant time but were subject to vesting or other forfeiture restrictions or a right of repurchase by Company as of such time), fully paid and nonassessable; (ii) 4,323,050 zero shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; in its treasury, (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 an aggregate 17,450,020 shares of Company Common Stock were reserved for issuance upon the exercise of pursuant to outstanding options to purchase Company Common Stock awards and rights under the Company’s 1994 Long-Term Incentive Plan; , 1995 Employee Stock Purchase Plan, 1998 Employee Stock Option Plan, 2000 Stock Option Plan, 2004 Equity Incentive Plan and 2008 Employee Stock Purchase Plan (vcollectively, the “Company Stock Plans”), of which (A) 346,874 13,063,089 shares of Company Common Stock were reserved for issuance upon subject to outstanding and unexercised options entitling the exercise of outstanding options holder thereof to purchase a share of Company Common Stock under the Director Plan; (vieach, a “Company Option”), (B) 266,168 up to 1,083,828 shares of Company Common Stock were reserved for issuance upon the exercise of issuable pursuant to outstanding options to purchase Company Common Stock under the 1989 Plan; performance share awards with service and market-based vesting criteria, (viiC) 8,007,468 100,000 shares of Company Common Stock were issuable pursuant to deferred stock units, (D) 1,500,000 shares were reserved for issuance upon under the exercise of the Company’s 2008 Employee Stock Option Agreement; Purchase Plan and (viiiE) 43,200 1,703,103 shares of Company Common Stock that are reserved but are not allocated to any specific outstanding rights or awards, (iv) 355,442 shares were reserved for issuance upon the exercise of relating to outstanding warrants to purchase Company Common Stock obligations regarding CPEC LLC, and (the "WARRANTS"); (ixv) 106,473 10,806,040 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were are reserved for future grant under the 1989 Plan. As issuance upon conversion of the date hereof6.25% Convertible Senior Notes due 2009. At the close of business on January 2, 2009, no shares of Company Preferred Stock were issued or and outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Except as set forth in Section 2.3(b4.2(a) above, at the close of business on January 2, 2009, no shares of capital stock or other voting securities of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of were issued, reserved for issuance or outstanding. From January 1, 2009, until the date of this Agreement: (i) , there have been no issuances by the name and address Company of shares of capital stock of, or other equity or voting interests in, the optionee; (ii) Company, other than the particular plan pursuant to which such Company Stock Option was granted; (iii) the number issuance of shares of Company Common Stock subject pursuant to such the exercise of Company Options outstanding as of January 1, 2009, in accordance with their terms. Except as set forth in Section 4.2(a) above, as of the date hereof, there are no options, warrants, convertible or exchangeable securities, subscriptions, stock appreciation rights, phantom stock rights or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company or any Company Subsidiary (i) relating to any issued or unissued capital stock or equity interest of the Company or any Company Subsidiary, (ii) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock of, or options, warrants, convertible or exchangeable securities, subscriptions or other equity interests in the Company or any Company Subsidiary 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 the Company or any Company Subsidiary (each of (i), (ii) and (iii), collectively, the “Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock OptionsRights”). All outstanding shares of Company Common Stock subject are, and all shares of Company Common Stock that may be issued prior to issuance as aforesaidthe Effective Time will be when issued, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock or equity interest of the Company (including any shares of Company Common Stock) or any Company Subsidiary or any Company Stock Rights or to pay any dividend or make any other distribution in respect thereof or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person, other than pursuant to the Company Stock Plans. (c) All outstanding Section 4.2(c) of the Company Disclosure Letter sets forth a true, complete and correct list, as of January 2, 2009, of (i) all Company Options, the number of shares of Company Common StockStock subject thereto, the grant dates, expiration dates, the exercise or base prices and the names of the holders thereof, and (ii) all other outstanding awards under the Company Stock Plans, the number of shares of Company Common Stock subject thereto, the holders thereof and the vesting schedules thereof. Each outstanding Company Stock OptionsOption, restricted stock award, deferred stock unit, performance stock award and employee stock purchase plan right, may, be treated at the Effective Time as set forth in Section 3.1. (d) Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008 includes all the Subsidiaries of the Company (each a “Company Subsidiary” and together, the “Company Subsidiaries”) in existence as of the date hereof. All the outstanding shares of capital stock of, or other equity interests in, each such Company Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and are, except as set forth in such Exhibit 21, owned directly or indirectly by the Company, free and clear of each subsidiary all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Neither the Company nor any of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this AgreementSubsidiaries directly or indirectly owns or has any right or obligation to subscribe for or otherwise acquire any equity or similar interest in, "LEGAL REQUIREMENTS" means or any federalinterest convertible into or exchangeable or exercisable for, stateany corporation, localpartnership, municipal, foreign joint venture or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling business association or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under entity (other than the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsCompany Subsidiaries).

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 (i) 300,000,000 shares of Company Common Stock and (ii) 10,000,000 shares of Preferred Stock, par value $0.0001 1.00 per shareshare (“Company Preferred Stock”). As of July 1, and 20,000,000 2015, there were outstanding (i) 148,135,932 shares of Company Common Stock (none of which is subject to vesting conditions), (ii) no shares of Company Preferred Stock, without par value ("COMPANY PREFERRED STOCK"). At the close iii) Company Stock Options to purchase an aggregate of business on March 31, 2000, 853,717 shares of Company Common Stock (i) 40,057,369 of which options to purchase an aggregate of 199,377 shares of Company Common Stock were issued exercisable and outstanding54,921 were incentive stock options), all of which are validly issued, fully paid and nonassessable; (iiiv) 4,323,050 2,527,536 shares of Company Common Stock were held in treasury by subject to outstanding Company or by subsidiaries of Company; RSU Awards, (iiiv) 233,633 1,067,867 shares of Company Common Stock were available for future issuance pursuant subject to Company's ESPP; outstanding Company PSU Awards, determined assuming maximum performance levels were achieved, and (ivvi) 6,505,987 8,668,256 additional shares of Company Common Stock were reserved for issuance upon pursuant to the Company Stock Plans. Except as set forth in this Section 4.05(a) and for changes since July 1, 2015 resulting from (x) the exercise of Company Stock Options outstanding options to purchase on such date or issued after such date, (y) the vesting and settlement of any Company Common Stock under RSU Awards and Company PSU Awards, (z) the Incentive Plan; (v) 346,874 shares issuance of Company Common Stock were Equity Awards, in each case as and to the extent permitted by Section 6.01 hereof, there are no issued, reserved for issuance upon the exercise of or outstanding options to purchase Company Common Stock under the Director Plan; (vii) 266,168 shares of capital stock or other voting securities of, or other ownership interest in, the Company, (ii) securities of the Company Common Stock were reserved convertible into or exchangeable for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon capital stock or other voting securities of, or other ownership interests in, the exercise Company, (iii) warrants, calls, options or other rights to acquire from the Company, or other obligations of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate issue, any capital stock or other voting securities of, or other ownership interests in, or securities convertible into or exchangeable for capital stock or other voting securities of, or other ownership interests in, the vesting of any Company Stock Option as a result Company, or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of the MergerCompany 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 other ownership interests in, the Company (the items in clauses (i) through (iv) being referred to collectively as the “Company Securities”). (b) 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, fully paid and nonassessable and free of preemptive rights. No Subsidiary of the Company owns any shares of capital stock of the Company (other than any such shares owned by Subsidiaries of the Company in a fiduciary, representative or other capacity on behalf of other Persons, whether or not held in a separate account). Section 2.3(b4.05(b) of the Company Disclosure Schedule sets forth the following information a true and complete list, as of July 1, 2015, of all outstanding Company Equity Awards, including with respect to each Company Stock Option (as defined in Section 5.8) outstanding as such equity award, the holder, date of grant, vesting schedule, whether the award provides for accelerated vesting upon the consummation of the date of transactions contemplated by this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant , whether subject to which such Company Stock Option was granted; (iii) the performance conditions, number of shares of Company Common Stock subject to such Company Stock Option; (iv) award, the exercise price amount of any accrued but unpaid dividend equivalent rights relating to such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaidaward and, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding for Company Stock Options, the applicable exercise price, expiration date and all whether it is an incentive stock option. There are no outstanding shares of capital stock of each subsidiary bonds, debentures, notes or other indebtedness of the Company have been issued and granted in compliance with having the right to vote (ior convertible into, or exchangeable for, securities having the right to vote) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contractson any matters on which stockholders of the Company may vote. For There are no outstanding obligations of the purposes Company or any of this Agreementits Subsidiaries to repurchase, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented redeem or otherwise put into effect by or under acquire any Company Securities. Neither the authority Company nor any of its Subsidiaries is a party to any agreement with respect to the voting of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsCompany Securities.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 30,100,000 shares, consisting of 30,000,000 shares of Company Common StockStock and 100,000 shares of preferred stock, par value $0.0001 0.01 per share, and 20,000,000 shares of share (“Company Preferred Stock, without par value ("COMPANY PREFERRED STOCK"”). At the close of business on March 31June 25, 2000, 2008: (i) 40,057,369 19,826,098 shares of Company Common Stock were issued and outstanding, all (of which are validly issued, fully paid 16,842,577 shares of Company Common Stock were outstanding and nonassessable; (ii) 4,323,050 2,983,521 shares of Company Common Stock were held by the Company in treasury by treasury); (ii) No shares of Company Preferred Stock were issued or by subsidiaries of Company; outstanding; (iii) 233,633 2,500,000 shares of Company Common Stock were available reserved for future issuance pursuant under the Company Stock Plans (of which 975,000 shares of Company Common Stock were subject to Company's ESPPoutstanding Options granted under the Company Stock Plans); and (iv) 6,505,987 7,000,000 shares of Company Common Stock were reserved for issuance upon conversion of the exercise Five Star Note. (b) All Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. (c) Included in Section 3.2 of the Company Disclosure Schedule is a correct and complete list, as of June 25, 2008, of all outstanding options or other rights to purchase Company Common Stock under the Incentive Plan; (v) 346,874 or receive shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock granted under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of Plans or otherwise, including, without limitation, the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to Options, and, for each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) option or other right, the number of shares of Company Common Stock subject to such Company Stock Option; (iv) thereto, the terms of vesting, the grant and expiration dates and exercise price thereof and the name of such the holder thereof. (d) Since January 1, 2008, other than as disclosed in Section 3.2 of the Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which Disclosure Schedule, the Company has granted such Company Stock Options that are currently not issued any shares of its capital stock, voting securities or equity interests, or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, voting securities or equity interests, other than pursuant to the outstanding options and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject Five Star Note, in each case, referred to issuance as aforesaid, upon issuance on the terms and conditions specified above in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessablethis Section 3.2. (ce) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary Except (i) as set forth above in this Section 3.2 or set forth in Section 3.2 of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and Disclosure Schedule or (ii) all requirements set forth in applicable Contracts. For as otherwise expressly permitted by Section 5.1, Conduct of Business, hereof, as of the purposes date of this Agreement, "LEGAL REQUIREMENTS" means there are not, and as of the Effective Time there will not be, any federalshares of capital stock, statevoting securities or equity interests of the Company issued and outstanding or any subscriptions, localoptions, municipalwarrants, foreign calls, convertible or other lawexchangeable securities, statuterights, constitutioncommitments or agreements of any character providing for the issuance of any shares of capital stock, principle voting securities or equity interests of common lawthe Company, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented including any representing the right to purchase or otherwise put into effect receive any Company Common Stock. (f) None of the Company or any of its Subsidiaries has issued or is bound by any outstanding subscriptions, options, warrants, calls, convertible or under the authority exchangeable securities, rights, commitments or agreements of any Governmental Entity (character providing for the issuance or disposition of any shares of capital stock, voting securities or equity interests of any Subsidiary of the Company. Except as defined below) and (ii) all requirements set forth in applicable contractsSection 2.10 or Section 3.2 of the Company Disclosure Schedule, agreementsthere are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, and instrumentsredeem or otherwise acquire any shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any shares of capital stock, voting securities or equity interests) of the Company or any of its Subsidiaries.

Capitalization. (a) The authorized capital stock of the Company -------------- consists of 100,000,000 25,000,000 shares of Company Class A Common Stock, par value $0.0001 0.01 per share, 2,000,000 shares of Class B Common Stock, par value $0.01 per share, and 20,000,000 2,000,000 shares of undesignated Preferred Stock, without par value ("COMPANY PREFERRED STOCK")$0.01 per share. At the close As of business on March 3115, 2000, (i) 40,057,369 7,864,737 shares of Company Class A Common stock were issued and outstanding, (ii) 0 shares of Class B Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 no shares of Preferred Stock were issued and outstanding, (iii) no Company Common Stock Shares were held in the treasury by of the Company or by subsidiaries any of Company; its Subsidiaries, and (iiiiv) 233,633 shares 3,321,616 Company Shares are reserved for issuance pursuant to the Company Option Plans, of which employee stock options to purchase 2,443,222 Company Common Stock were Shares are outstanding and 433,003 are available for future issuance grant (of which options to purchase an aggregate of 604,067 shares were exercisable). As of March 15, 2000, 500,000 Company Shares were reserved under the Company's Employee Stock Purchase Plan, of which 318,810 shares have been granted. All the outstanding shares of the Company's capital stock are, and all Company Shares that may be issued pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding employee stock options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereofwill be, no shares of Company Preferred Stock were when issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information in accordance with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuablethereof, would be duly authorized, validly issued, fully paid and nonassessable. non-assessable. Except as disclosed in this Section 3.2 and except for changes since the close of business on March 15, 2000 resulting from the exercise of employee stock options outstanding on such date or options granted as permitted by Section 5.1, there are outstanding (cx) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding no shares of capital stock or other voting securities of each subsidiary the Company, (y) no securities of the Company have been issued convertible into or exchangeable for shares of capital stock or voting securities of the Company, and granted (z) no options, warrants or other rights to acquire from the Company, and no preemptive or similar rights, subscription or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of the Company, obligating the Company to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company or obligating the Company to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in compliance with clauses (i) all applicable securities laws and other applicable Legal Requirements x), (as defined belowy) and (iiz) all requirements set forth in applicable Contractsbeing referred to collectively as the "Company Securities"). For There are no outstanding obligations of the purposes Company or any of this Agreementits Subsidiaries to repurchase, "LEGAL REQUIREMENTS" means redeem or otherwise acquire any federalCompany Securities. There are not as of the date hereof and there will not be at the Effective Time any stockholder agreements, state, local, municipal, foreign voting trusts or other lawagreements or understandings to which the Company or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of the capital stock of the Company or any agreements, statutearrangements, constitution, principle or other understandings to which the Company or any of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling its Subsidiaries is a party or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by which it is bound that will limit in any way the solicitation of proxies by or under on behalf of the authority Company from, or the casting of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contractsvotes by, agreements, and instrumentsthe stockholders of the Company with respect to the Merger.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 6,000,000 shares of Company Common StockStock and 500,000 shares of preferred stock, par value $0.0001 1.00 per share, and 20,000,000 shares of share (the "Preferred Stock, without par value ("COMPANY PREFERRED STOCK"). At As of the close of business on March 31April 30, 20002001, (i) 40,057,369 3,459,742 shares of Company Common Stock (excluding treasury shares) were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 319,855 shares of Company Common Stock were held by the Company in treasury by Company or by subsidiaries of Company; its treasury, (iii) 233,633 132,500 shares of Company Common Stock were available reserved for future issuance pursuant to Company's ESPP; the Incentive Plans (of which 32,500 shares were subject to outstanding Company Options ), (iv) 6,505,987 100,000 shares of Company Common Stock were reserved for issuance upon the exercise conversion of outstanding options to purchase a Company Common Stock under the Incentive Plan; Warrant, and (v) 346,874 no shares of Company Common Preferred Stock were (including all of the Series A Preferred Stock being reserved for issuance upon in accor dance with the exercise Rights Agreement (the "Company Rights Agreement"), dated as of outstanding options January 26, 1988, by and between the Company and First Jersey National Bank, N.A., as Rights Agent, pursuant to which the Company had issued rights to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Series A Preferred Stock (the "WARRANTSCompany Rights"); (ix) 106,473 were issued and outstanding or were held by the Company in its treasury. The Company Rights Agreement has terminated by its terms and has not been renewed or replaced. No shares of Company Common Stock were available for future grant are owned by any Subsidiary of the Company. Set forth in Section 4.3(a) of the Company Disclosure Schedule is a true and complete list, as of the date hereof of all outstanding Company Options and all other rights, if any, to purchase or receive Common Stock granted under the Incentive Plan; (x) 83,814 Plans, the number of shares subject to each such Company Option, the grant dates and exercise prices of Company Common Stock were available for future grant under each such Com pany Option and the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As names of the date hereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Mergerholder thereof. (b) Except as set forth in Section 2.3(b4.3(a), as of the close of business on April 30, 2001, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. During the period from April 30, 2001 to the date hereof, (x) there have been no issuances by the Company of shares of capital stock of, or other equity or voting interests in, the Company other than issuances of shares of Common Stock pursuant to the exercise of Company Options and Company Warrants outstanding on such date, and (y) there have been no issu ances by the Company of options, warrants or other rights to acquire shares of capital stock of, or other equity or voting interests in, the Company. All outstanding shares of capital stock of the Company Schedule sets forth are, and all shares that may be issued pursuant to the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as Incentive Plans and upon exercise of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaidWarrants will be, upon issuance on when issued in accordance with the terms and conditions specified in the instrument pursuant to which they are issuablethereof, would be duly authorized, validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries, and, except as disclosed in Section 4.3(a), no securities or other instruments or obligations of the Company or any of its Subsidiaries the value of which is in any way based upon, or derived from, any capital or voting stock of the Company, having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth in Section 4.3(a) and except as specifically permitted under Section 6.1, there are no 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 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, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or obligat ing the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. To the Knowledge of the Company, as of the date hereof, there are no irrevocable proxies and no voting agreements (other than the Voting Agreement) with respect to any shares of the capital stock or other voting securities of the Company or any of its Subsidiaries. (c) All outstanding shares The Company has delivered or otherwise made available to Parent complete and correct copies of the Incentive Plans and all forms of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary of Options issued pursuant to the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsIncentive Plans.

Capitalization. (a) The authorized capital -------------- stock of Company RHCI consists of 100,000,000 20,000,000 shares of Company RHCI Common Stock, 800,000 shares of Class A Preferred Stock, $1.00 par value per share (the "Class A Preferred Stock"), and 1,000,000 shares of Class B Preferred Stock, $0.0001 1.00 par value per share, and 20,000,000 of which 333,333 shares of have been designated as Class B Preferred Stock, without Series 1987, $1.00 par value per share (the "COMPANY PREFERRED STOCKClass B Preferred Stock, Series 1987") and 152,321 shares have been designated as the Class B Preferred Stock, Series C, $1.00 par value per share (the "Series C Preferred Stock"). At the close As of business on March 31September 15, 20001996, (i) 40,057,369 shares of Company Common Stock there were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 8,306,726 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company RHCI Common Stock (with attached common share purchase rights (the "WARRANTSRights") in accordance with RHCI's Stockholder Rights Plan (the "Rights Plan") evidenced by the Rights Agreement dated August 1, 1995, as amended, between RHCI and First Union of North Carolina); , (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xiw) no shares of Company Class A Preferred Stock or Class B Preferred Stock, Series 1987, (x) 142,486 shares of Series C Preferred Stock (which such shares were then convertible into 1,424,860 shares of RHCI Common Stock) (with attached Rights in accordance with the Rights Plan), (y) employee and other stock options to purchase an aggregate of 1,967,411 shares of RHCI Common Stock were reserved for future grant under the 1989 Plan. As and (z) warrants to purchase an aggregate of the date hereof, no 908,588 shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company RHCI Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock OptionsStock. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary RHCI have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. Except as set forth in this Section, and except for changes since September 15, 1996 resulting from the exercise of employee stock options or other obligations to issue shares of RHCI Common Stock referred to above outstanding on such date, there are outstanding as of the Company have been issued and granted in compliance with date hereof (i) all applicable no shares of capital stock or other voting securities laws of RHCI, (ii) no securities of RHCI convertible into or exchangeable for shares of capital stock or voting securities of RHCI, and (iii) no options, warrants or other applicable Legal Requirements rights to acquire from RHCI, and, no obligation of RHCI to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of RHCI (as defined belowthe items in clauses (i), (ii) and (iiiii) all requirements set forth being referred to collectively as the "RHCI Securities"). There are no outstanding obligations of RHCI or any of its Subsidiaries to repurchase, redeem or otherwise acquire any RHCI Securities. The shares of RHCI Common Stock and the shares of RHCI Series 1996 Preferred Stock to be exchanged for Shares and Company Preferred Shares, respectively, in applicable Contracts. For the purposes Merger have been duly authorized, except for any required approval by RHCI's stockholders of the issuance of RHCI Common Stock and RHCI Series 1996 Preferred Stock in connection with the Merger, and when issued and delivered in accordance with the terms of this Agreement, "LEGAL REQUIREMENTS" means will have been validly issued and will be fully paid and nonassessable and the issuance thereof is not subject to any federal, state, local, municipal, foreign preemptive or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect similar right. The transactions contemplated hereby will not by or themselves result in the Rights under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsRights Plan becoming exercisable.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 (i) 1,500,000,000 shares of Company Class A Common Stock, par value $0.0001 per share, and 20,000,000 ; (ii) 1,500,000,000 shares of Company Class B Common Stock and (iii) 50,000,000 shares of preferred stock (of which 3,000,000 shares have been designated Series A Junior Participating Preferred Stock, without par value ("COMPANY PREFERRED STOCK"). At the close As of business on March October 31, 20002003, (i) 40,057,369 505,030,560 shares of Company Class A Common Stock were issued and outstanding; and (ii) 499,859,233 shares of Company Class B Common Stock were issued and outstanding. As of September 30, all 2003, (i) Company Stock Options to purchase an aggregate of 71,380,672.33 shares of Company Class A Common Stock (of which are validly issued, fully paid options to purchase an aggregate of 39,219,573.23 shares of Company Class A Common Stock were exercisable) were issued and nonassessableoutstanding; (ii) 4,323,050 no shares of preferred stock were issued and outstanding; and (iii) 38,584,560 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Class A Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares conversion of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock OptionsConvertible Notes. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary the Company have been, and all shares that may be issued pursuant to any Company Stock Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of shares that have not yet been issued, will be) fully paid and nonassessable. No Company Subsidiary or Affiliate owns any shares of Company Common Stock. (b) Except as set forth in this Section 5.05 or in Section 5.05(b) of the Company have been issued Disclosure Schedule, the Company Rights and granted in compliance with changes since September 30, 2003, resulting from the exercise of employee stock options outstanding on such date, there are no outstanding (i) all applicable shares of capital stock or voting securities laws and other applicable Legal Requirements (as defined below) and of the Company, (ii) all requirements set forth in applicable Contracts. For securities of the purposes Company convertible into or exchangeable for shares of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign capital stock or voting securities of the Company or (iii) options or other lawrights to acquire from the Company, statuteor other obligation of the Company to issue, constitutionany capital stock, principle voting securities or securities convertible into or exchangeable for capital stock or voting securities of common lawthe Company (the items in clauses (i), resolution(ii), ordinanceand (iii) being referred to collectively as the “Company Securities”) other than the Company Convertible Notes. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented redeem or otherwise put into effect by or under acquire any of the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsCompany Securities.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 shares of Company Common StockStock and 25,000,000 shares of the Company’s preferred stock, par value $0.0001 0.01 per share, and 20,000,000 shares of share (the “Preferred Stock, without par value ("COMPANY PREFERRED STOCK"”). At the close As of business on March 31December 16, 20002013, (i) 40,057,369 38,552,405 shares of Company Common Stock were issued and outstandingoutstanding (including 390,491 Unvested Restricted Shares), all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 no shares of Company Preferred Stock were issued and outstanding and (iii) 26,842,594 shares of Common Stock were held in treasury by Company or by subsidiaries treasury. As of Company; (iii) 233,633 December 16, 2013 there were 7,956,844 shares of Company Common Stock were available authorized and reserved for future issuance pursuant under the Company Plans (including, as of December 16, 2013, outstanding Company Options to Company's ESPP; (iv) 6,505,987 purchase 4,803,840 shares of Company Common Stock Stock). Except as set forth above, as of December 16, 2013, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; or outstanding. From and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of after December 16, 2013 until and including the date hereof, no shares of Company Preferred Stock were issued capital stock of, or outstanding. There are no commitments other equity or agreements of any character to which voting interests in, the Company is bound obligating have been issued except pursuant to the exercise of Company Options outstanding as of December 16, 2013, and no options, warrants or other rights to accelerate the vesting acquire any such stock or securities have been issued. All outstanding shares of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) capital stock of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name are, and address of the optionee; (ii) the particular plan all shares that may be issued pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaidPlans will be, upon issuance on when issued in accordance with the terms and conditions specified in the instrument pursuant to which they are issuablethereof, would be duly authorized, validly issued, fully paid and nonassessablenon-assessable and not subject to preemptive rights. None of the Company’s subsidiaries owns any shares of Common Stock. (b) Section 4.3(b) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on December 16, 2013, of (i) (A) each outstanding Company Option grant and (B) each outstanding Unvested Restricted Share grant (each, an “Equity Award”), (ii) the name of the Equity Award holder, (iii) the number of shares of Common Stock underlying each Equity Award, (iv) the date on which each Equity Award was granted, (v) the Company Plan under which each Equity Award was granted, (vi) the exercise price of each Equity Award, in the case of Equity Awards that are Company Options, and (vii) the expiration date of each Equity Award, in the case of Equity Awards that are Company Options. (c) All Except as set forth in Section 4.3(a) and except as not specifically prohibited under Section 6.1 hereof, there are no outstanding subscriptions, options, warrants, puts, calls, convertible, or equity-linked securities or other similar rights, agreements, commitments 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 obligating the Company or any of its subsidiaries to issue, deliver, repurchase, transfer or sell, or cause to be issued, delivered, repurchased, transferred or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, or the value of which are determined based on the value of, shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, put, call, right, agreement, commitment or contract. There are no voting trusts, stockholder agreements, proxies, or other agreements in effect with respect to the voting or transfer of the shares of any of the Company or any of its subsidiaries to which the Company or any of its subsidiaries is a party. (d) There are no bonds, debentures, notes, or other 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 holders of Common StockStock or common stock of any of the Company’s subsidiaries may vote. (e) All “significant subsidiaries” of the Company, all outstanding Company Stock Optionsas such term is defined in Section 1-02 of Regulation S-X under the Exchange Act, and all entities listed on Exhibit 21 to the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2012, and their respective jurisdictions of organization are listed in Section 4.3(e) of the Company Disclosure Letter. All the outstanding shares of capital stock of, or other equity interests in, each significant subsidiary have been validly issued and are fully paid and nonassessable and are owned, directly or indirectly, by the Company free and clear of each subsidiary all Liens other than Permitted Liens. None of the Company have been issued and granted or any of its subsidiaries own, directly or indirectly, any equity interests in compliance with (i) all applicable securities laws and any person other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For than the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsCompany’s subsidiaries.

Capitalization. The capitalization of the Company is as follows: (ai) The authorized capital stock of the Company consists of 100,000,000 50,000,000 shares of Company Common StockStock and 5,000,000 shares of preferred stock, par value $0.0001 0.001 per share, and 20,000,000 share (“Preferred Stock”). 1,500,000 shares of Preferred Stock, without par value Stock have been designated Series A Preferred Stock ("COMPANY PREFERRED STOCK"). At the close “Series A Preferred”) of business on March 31, 2000, (i) 40,057,369 which 1,000,000 shares of Company Common Series A Preferred Stock were are outstanding. (ii) As of September 30, 2011, the issued and outstanding, all outstanding capital stock of which are the Company consisted of 16,670,781 shares of Common Stock. The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable; (ii) 4,323,050 shares nonassessable and have not been issued in violation of Company Common Stock were held in treasury by Company or by subsidiaries of Company; are not otherwise subject to any preemptive or other similar rights. (iii) 233,633 As of September 30, 2011, the Company had (1) 7,456,920 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company granted under the Company’s 2006 Stock Incentive Plan (the “Stock Incentive Plan”) and (2) 4,200,000 shares of Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase warrants. (iv) As of September 30, 2011, the Company had 2,156,589 shares of Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Stock Incentive Plan; Plan and 443,038 non-plan options were outstanding. (xv) 83,814 shares of Company Common Stock were available for future grant under With the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As exception of the date hereofforegoing in this Section 3(b), no shares of Company Preferred Stock were issued or outstanding. There any securities issuable pursuant to anti-dilution adjustments on the securities included in this Section 3(b), there are no commitments outstanding subscriptions, options, warrants, convertible or agreements of any character exchangeable securities or other rights granted to which the Company is bound obligating or by the Company to accelerate the vesting purchase shares of any Company Common Stock Option as a result of the Merger. (b) Section 2.3(b) or other securities of the Company Schedule sets forth the following information with respect and there are no commitments, plans or arrangements to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of issue any shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company or any security convertible into or exchangeable for Common Stock, all outstanding Company Stock Optionsexcept as disclosed in the Form S-4 filed on October 5, and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instruments2011.

Capitalization. (a) The authorized capital stock of Company AIMCO consists of 100,000,000 (i) 150,000,000 shares of Company AIMCO Stock; (ii) 425,000 shares of Class B Common Stock, par value $0.0001 .01 per shareshare ("AIMCO CLASS B COMMON STOCK"), and 20,000,000 of AIMCO; (iii) 9,034,000 shares of Preferred Stock, without par value $.01 per share ("COMPANY AIMCO PREFERRED STOCK"), of AIMCO; and (iv) 966,000 shares of Cumulative Convertible Senior Preferred Stock, par value $.01 per share (the "SENIOR PREFERRED STOCK"), of AIMCO. At the close As of business on March 3111, 20001997, (i) 40,057,369 17,569,970 shares of Company Common AIMCO Stock were issued and outstanding, all of which are were validly issued, fully paid and nonassessable; (ii) 4,323,050 325,000 shares of Company Common AIMCO Class B Stock were held in treasury by Company or by subsidiaries issued and outstanding, all of Company; (iii) 233,633 shares of Company Common Stock which were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Planvalidly issued, fully paid and nonassessable; and (xiiii) no shares of Company Common AIMCO Preferred Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company or Senior Preferred Stock were issued or and outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) Prior to the Initial Closing, AIMCO will have reserved 1,800,000 shares of the Company Schedule sets forth the following information with respect AIMCO Stock for issuance pursuant to each Company Stock Option (as defined in Section 5.8) outstanding as of the date SECTION 2.2 and SECTION 2.5 of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on When issued in accordance with the terms and conditions specified in the instrument pursuant to which they are issuableof this Agreement, would such shares will be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding . Assuming that the Seller's representations in SECTION 3.11 are true and correct, when issued in accordance with this Agreement, such shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary of the Company will have been issued and granted in compliance with (i) the Securities Act and all applicable state securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsblue sky laws.

Capitalization. (a) The authorized capital stock of Company 3Dfx consists of 100,000,000 (i) 50,000,000 shares of Company 3Dfx Common Stock, par value $0.0001 per share, Stock and 20,000,000 of (ii) 5,000,000 shares of Preferred Stock, without no par value per share ("COMPANY 3DFX PREFERRED STOCK"), 60,000 of which have been designated as 3Dfx Series A Participating Preferred. At the close of business on March 31November 30, 20001998, (i) 40,057,369 approximately 15,592,912 shares of Company 3Dfx Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; , (ii) 4,323,050 approximately 349,919 shares of Company 3Dfx Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available reserved for future issuance pursuant to Company3Dfx's ESPP; employee stock purchase plan, (iviii) 6,505,987 approximately 3,422,609 shares of Company 3Dfx Common Stock were reserved for issuance upon the exercise of outstanding options ("3DFX OPTIONS") to purchase Company 3Dfx Common Stock under the Incentive Plan; (v) 346,874 Stock, approximately 1,287,185 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company 3Dfx Common Stock were reserved for future grant under the 1989 1995 Stock Option Plan, the 1997 Supplemental Stock Option Plan and the 1997 Director Option Plan and (iv) 93,636 shares of 3Dfx Common Stock were reserved for issuance upon exercise of warrants. No change in such capitalization has occurred between September 30, 1998 and the date hereof except issuances of 3Dfx Common Stock that would be permitted pursuant to Section 5.2(c) hereof. As of the date hereof, no shares of Company 3Dfx Preferred Stock were issued or outstanding. There are no commitments or agreements The authorized capital stock of any character to which the Company is bound obligating the Company to accelerate the vesting Sub consists of any Company Stock Option 10,000 shares of common stock, par value $0.10 per share, 100 shares of which, as a result of the Merger. (b) Section 2.3(b) date hereof, are issued and outstanding. All of the Company Schedule sets outstanding shares of 3Dfx's and Sub's respective capital stock have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth the following information with respect to each Company Stock Option (as defined in this Section 5.8) outstanding 4.3, as of the date of this Agreement: (i) , there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the name and address issued or unissued capital stock of the optionee; (ii) the particular plan pursuant 3Dfx or any of its subsidiaries or obligating 3Dfx or any of its subsidiaries to which such Company Stock Option was granted; (iii) the number of issue or sell any shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price capital stock of, or other equity interests in, 3Dfx or any of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Optionsits subsidiaries. All shares of Company 3Dfx Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument instruments pursuant to which they are issuable, would shall, and the shares of 3Dfx Common Stock to be issued pursuant to the Merger will be, duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding . Except for such actions as are permitted under Section 5.2, there are no obligations, contingent or otherwise, of 3Dfx or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of Company 3Dfx Common StockStock or the capital stock of any subsidiary or to provide funds to or make any investment (in the form of a loan, all outstanding Company Stock Options, and all capital contribution or otherwise) in any such subsidiary or any other entity other than guarantees of obligations of subsidiaries entered into in the ordinary course of business. All of the outstanding shares of capital stock (other than directors' qualifying shares) of each of 3Dfx's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors' qualifying shares) are owned by 3Dfx or another subsidiary free and clear of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreementsecurity interests, "LEGAL REQUIREMENTS" means any federalliens, stateclaims, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contractspledges, agreements, and instrumentslimitations in 3Dfx's voting rights, charges or other encumbrances of any nature whatsoever.

Capitalization. (a) The authorized capital stock of Company AWS consists of 100,000,000 of: 10,000,000,000 shares of Company AWS Common Stock, par value $0.0001 per share, Stock and 20,000,000 1,000,000,000 shares of Preferred Stock, without $0.01 par value per share. ("COMPANY PREFERRED STOCK"). At the close b) As of business on March 31September 28, 2000, 2001: (i) 40,057,369 2,529,907,793 shares of Company AWS Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As Preferred Stock, $0.01 par value per share, of the date hereof, no shares of Company Preferred Stock AWS were issued or and outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding ; and as of the close of business on September 28, 2001 there were outstanding options to acquire 177,367,550 shares of AWS Common Stock and outstanding warrants (all of which warrants had an exercise price on such date of this Agreement: (i$35.00 per share of AWS Common Stock) the name and address to acquire 41,784,273 shares of AWS Common Stock. Except as set forth above, there are no other outstanding rights, options, warrants, conversion rights, or agreements that obligate AWS to issue or sell any shares of AWS Common Stock. None of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of outstanding shares of Company AWS Common Stock are subject to such Company Stock Option; (iv) the exercise price to, nor were they issued in violation of, any purchase option, call option, right of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaidfirst refusal, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuablepreemptive right, would be duly authorized, validly issued, fully paid and nonassessablesubscription right or any similar right. (c) All outstanding shares of Company AWS Common Stock are duly authorized, validly issued (including pursuant to the Securities Act), fully paid and non-assessable and not subject to any kind of preemptive (or similar) rights. (d) As of October 7, 2001, AWS and its Subsidiaries own: (i) 18,288,835 shares of TeleCorp Class A Voting Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes no shares of this AgreementTeleCorp Class C Common Stock, "LEGAL REQUIREMENTS" means any federal(iii) 20,902 shares of TeleCorp Class D Common Stock, state(iv) no shares of TeleCorp Class E Common Stock, local(v) 2,309.31 shares of TeleCorp Class F Common Stock, municipal(vi) 97,472.84 shares of TeleCorp Series A Preferred Stock, foreign or other law(vii) 90,688.33 shares of TeleCorp Series B Preferred Stock, statute(viii) 3,070.58 shares of TeleCorp Series C Preferred Stock, constitution(ix) 49,416.98 shares of TeleCorp Series D Preferred Stock, principle (x) no shares of common lawTeleCorp Series E Preferred Stock, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority (xi) 14,912,778 shares of any Governmental Entity (as defined below) TeleCorp Series F Preferred Stock and (iixii) all requirements set forth in applicable contracts, agreements, and instruments46,374 shares of TeleCorp Series G Preferred Stock.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 (i) 75,000,000 Shares, (ii) 10,000,000 shares of Class B Common Stock (“Company Class B Common Stock”), (iii) 1,530 shares of Series D preferred stock, par value $0.0001 0.01 per shareshare (“Company Series D Preferred Stock”), and 20,000,000 (iv) 100,000 shares of Series E preferred stock, par value $0.01 per share (“Company Series E Preferred Stock, without par value ”). ("COMPANY PREFERRED STOCK"). At b) As of the close of business on March 31October 14, 2000, 2010: (i) 40,057,369 7,759,063 Shares were issued and outstanding (including 10,000 shares of Restricted Stock), including the associated Preferred Share Purchase Rights (collectively, the “Rights”) issued pursuant to the Amended and Restated Rights Agreement dated as of January 4, 2008, as amended, between the Company and Computershare, as Rights Agent (the “Rights Agreement”); (ii) no shares of Company Class B Common Stock were issued or outstanding; (iii) 1,530 shares of Company Series D Preferred Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 100,000 shares of Company Common Series E Preferred Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock the Rights under the Incentive PlanRights Agreement; (v) 346,874 shares of 1,428,687 Shares were held by the Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Planin its treasury; (vi) 266,168 shares of Company Common Stock there were reserved for issuance upon the exercise of outstanding options Options to purchase Company Common Stock under the 1989 Plan610,920 Shares; (vii) 8,007,468 shares of Company Common Stock were reserved 499,483 Shares remained available for issuance upon the exercise of under the Stock Option AgreementPlans; and (viii) 43,200 there were no other shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As capital stock of the date hereofCompany, no shares of Company Preferred Stock were issued Options, subscriptions, warrants, calls, rights, convertible securities or outstanding. There are no other agreements or commitments or agreements of any character to which the Company is bound obligating a party relating to the issuance, transfer, sales, delivery, voting or redemption (including any rights of conversion or exchange under any outstanding security or other instrument) for any of the capital stock or other equity interests of, or other ownership interests in, the Company outstanding on such date, except pursuant to accelerate the vesting this Agreement. All issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable, and are free of any Company Stock Option as a result of the Mergerpreemptive rights. (bc) Section 2.3(b3.2(c) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding Disclosure Letter lists, as of the close of business on October 14, 2010, each Option of the Company outstanding, the number of Shares issuable thereunder and the expiration date and the exercise or conversion price relating thereto. During the period from October 14, 2010 to the date of this Agreement: , (i) there have been no issuances by the name and address Company of shares of capital stock of the optionee; Company other than issuances of capital stock of the Company pursuant to the exercise of Options outstanding on such date, and (ii) there have been no issuances of Options or other options, warrants or other rights to acquire capital stock of the particular plan pursuant to which such Company. (d) Except for dividends on the Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which Series D Preferred Stock, the Company has granted such Company Stock Options that are currently outstanding and not, subsequent to October 14, 2010, declared or paid any dividend, or declared or made any distribution on, or authorized the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to creation or issuance as aforesaidof, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly or issued, fully paid and nonassessable. (c) All or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding shares of capital stock. The Company Common Stock, all outstanding Company Stock Optionshas not heretofore agreed to take any such action, and all 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 each subsidiary the Company, except pursuant to this Agreement. Other than the Company Common Stock and the Company Series D Preferred Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of the Company have been issued having the right to vote (or, other than the outstanding Options and granted Rights, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. (e) Except as otherwise set forth in compliance with this Section 3.2 and for the Company Series E Preferred Stock issuable upon exercise of the Rights, (i) all applicable as of October 14, 2010, no shares of capital stock or other voting securities laws and other applicable Legal Requirements (as defined below) of the Company are issued, reserved for issuance or outstanding, and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreementthere are no outstanding securities, "LEGAL REQUIREMENTS" means any federaloptions, statewarrants, localcalls, municipalrights, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contractscommitments, agreements, and instrumentsarrangements or undertakings of any kind to which the Company 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, deliver 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.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 (i) 48,000,000 shares of Company Common Stockcommon stock, par value $0.0001 0.001 per share, and 20,000,000 (ii) 1,817,795 shares of Preferred Stock, without par value ("COMPANY PREFERRED STOCK")undesignated preferred stock. At As of the close date of business on March 31, 2000this Agreement, (i) 40,057,369 shares of Company Common Stock were 34,203,446 Shares are issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 no shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; preferred stock are issued an outstanding, (iii) 233,633 shares no Shares are issued and held in the treasury of Company Common Stock were available for future issuance pursuant to the Company's ESPP; , (iv) 6,505,987 shares a total of Company Common Stock were 2,101,510 Shares are reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; Options at a weighted average exercise price of $23.13 per Share, (v) 346,874 shares a total of Company Common Stock were reserved for issuance upon 803,512 Shares subject to Options are vested and exercisable as of the date of this Agreement at a weighted average exercise price of outstanding options to purchase Company Common Stock under the Director Plan; $11.76 per Share, (vi) 266,168 shares a total of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were 691,139 Shares are available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereofOption Plans, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) 1,297,998 unvested Shares are issued and outstanding and (viii) a total of 341,454 Shares are subject to Restricted Stock Unit awards. All of the date on which such Company Stock Option expires. Company has made available to Parent accurate outstanding shares of the Company’s common stock are, and complete copies of all stock option plans shares that may be issued pursuant to which the Company has granted such Company Stock exercise of outstanding Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaidwill be, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessablenon-assessable. There is no outstanding indebtedness for borrowed money of the Company. There is no indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company issued and outstanding. Except as disclosed in this Section 3.3, (i) there are no existing options, warrants, calls, pre-emptive rights, subscriptions or other rights, restricted stock awards, restricted stock unit awards, agreements, arrangements, understandings or commitments of any kind relating to the issued or unissued capital stock of, or other equity interests in, the Company obligating the Company to issue, transfer, register or sell or cause to be issued, transferred, registered or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or securities convertible into or exchangeable for such shares or equity interests or other securities, or obligating the Company to grant, extend or enter into any such option, warrant, call, subscription or other right, restricted stock award, restricted stock unit award, agreement, arrangement, understanding or commitment and (ii) there are no outstanding agreements, arrangements, understandings or commitments of the Company to repurchase, redeem or otherwise acquire any Shares or the capital stock of the Company or any capital stock or other equity interests in any Person or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company. Since March 31, 2008, the Company has not granted or issued any Options, Restricted Stock or Restricted Stock Unit awards or any other awards under any of the Option Plans. (b) All of the Options have been granted solely to individuals who, as of the date of grant, were employees, consultants (who are individuals) or directors of the Company. All Options granted under the Option Plans have been granted pursuant to option award agreements substantially in the form attached as an exhibit to Section 3.3(b)(i) of the Company Disclosure Schedule. The per Share exercise price of each Option is not (and is not deemed to be) less than the fair market value of a Share as of the date of grant of such Option. All grants of Options were validly issued and properly approved by the Company Board of Directors (or a duly authorized committee or subcommittee thereof) in compliance with all applicable Laws and recorded on the Financial Statements in accordance with GAAP. All Restricted Stock awards granted under the Option Plans have been granted pursuant to restricted stock award agreement(s) substantially in the form attached as an exhibit to Section 3.3(b)(ii) of the Company Disclosure Schedule. All Restricted Stock Unit awards granted under the Option Plans have been granted pursuant to restricted stock unit award agreement(s) substantially in the form attached as an exhibit to Section 3.3(b)(iii) of the Company Disclosure Schedule. (c) All outstanding There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party relating to the voting or disposition of any shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of the capital stock of each subsidiary the Company, or granting to any person or group of persons the right to elect, or to designate or nominate for election, a director to the board of directors of the Company. (d) All dividends or distributions on securities of the Company that have been issued and granted declared or authorized have been paid in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsfull.

Capitalization. (i) The total number of shares of all classes of capital stock which the Company is authorized to issue is 250,000,000 shares, which consists of (a) The authorized capital stock 245,000,000 shares of Company common stock, par value $0.0001 per share (“Common Stock”), which Common Stock consists of 100,000,000 (i) 210,000,000 shares of Company Class A Common Stock and (ii) 35,000,000 shares of Class B Common Stock, par value $0.0001 per shareshare (“Class B Common Stock”), and 20,000,000 (b) 5,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), of which 185,000 shares of Preferred Stock are authorized as Series B-1 Preferred Stock, without par value ("COMPANY PREFERRED STOCK"). At As of the close of business on March 31June 15, 20002020 (the “Capitalization Date”), there were 46,217,170 shares of Class A Common Stock outstanding, 28,508,750 shares of Class B Common Stock outstanding and no shares of Preferred Stock outstanding. As of the close of business on the Capitalization Date, (i) 40,057,369 2,905,179 shares of Class A Common Stock remained available for issuance pursuant to the AdaptHealth Corp. 2019 Stock Incentive Plan (the “Stock Plan”), (ii) options to purchase 3,464,001 shares of Class A Common Stock (“Company Stock Options”) pursuant to the Stock Plan were outstanding, (iii) 1,572,203 unvested shares of Class A Common Stock granted pursuant to the Stock Plan were outstanding (together with the Company Stock Options, the “Company Stock Awards”), (iv) 1,000,000 shares of Class A Common Stock remained available for issuance pursuant to the AdaptHealth 2019 Employee Stock Purchase Plan and (v) public and private Warrants to acquire 7,946,237 shares of Class A Common Stock were outstanding. All of the issued and outstanding, all of which are validly issued, fully paid and nonassessable; (ii) 4,323,050 outstanding shares of Company Common Stock were held in treasury by Company have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon similar rights. From the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; Capitalization Date through and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As of the date hereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: , no other shares of Common Stock or Preferred Stock have been issued other than shares of Common Stock issued in respect of the exercise of Company Stock Options or grant or payment of Company Stock Awards in the ordinary course of business. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect. (ii) 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 the stockholders of the Company may vote (“Voting Debt”) are issued and outstanding. Except (i) pursuant to any cashless exercise provisions of any Company Stock Options or pursuant to the name and address surrender of shares to the optionee; Company or the withholding of shares by the Company to cover tax withholding obligations under Company Stock Options or Company Stock Awards, (ii) for the particular plan pursuant to which such Company Stock Option was granted; Warrants and (iii) as set forth in Section 2.02(d)(i), the number Company does not have and is not bound by any outstanding options, preemptive rights, rights of first offer, warrants, calls, commitments or other rights or agreements calling for the purchase, sale or issuance of, or securities or rights convertible into, or exchangeable for, any shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price or any other equity securities of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and or Voting Debt or any securities representing the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject right to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding purchase or otherwise receive any shares of capital stock of each subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means including any federal, state, local, municipal, foreign rights plan or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsagreement).

Capitalization. (ai) The authorized capital stock of the Company consists of 100,000,000 (A) 367,500,000 shares of Company Common Stock, par value $0.0001 per share, Stock and 20,000,000 (B) 10,000,000 shares of Preferred Stock, without par value ("COMPANY PREFERRED STOCK"). At As of the close of business on March 31December 16, 2000, 2011 (ithe “Capitalization Date”): (1) 40,057,369 100,487,482 shares of Company Common Stock were issued and outstanding, all of which are validly issuednone were unvested and subject to a right of repurchase as of such date, fully paid and nonassessable; (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi2) no shares of Company Common Preferred Stock were reserved for future grant under issued and outstanding and (3) there were 1,375,723 shares of Capital Stock held by the 1989 PlanCompany as treasury shares. As of the date hereofclose of business on the Capitalization Date, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option the Plans, (as defined in Section 5.8x) there were outstanding Options to purchase or otherwise acquire (I) 485,630 shares of Common Stock, of which 443,050 were exercisable or vested as of the such date and (II) there were outstanding Restricted Stock Units covering 6,488,392 shares of this Agreement: Common Stock (i) the name and address including performance based Restricted Stock Units). As of the optionee; (ii) close of business on the particular plan Capitalization Date, there were 14,917,846 shares of Common Stock reserved for issuance pursuant to which such Company Stock Option was granted; the convertible debentures disclosed in the Company’s Form 10-K (iii“Convertible Debentures”) the number of and 19,808,441 shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans reserved for issuance pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Optionswarrants. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of any preemptive rights. (ii) The Company has reserved 11,148,871 shares of Common StockStock under Plans. (iii) Except as set forth in clauses (i) and (ii) above or on Schedule 3.1(e)(iii), all outstanding Company Stock Optionsas of the close of business on the Capitalization Date, and all there are (A) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (B) no outstanding securities issued by the Company that are convertible into or exchangeable for shares of each subsidiary capital stock of, or other equity or voting interest in, the Company, (C) no outstanding options, warrants, rights or other 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, (D) no obligations of the Company have been issued and granted to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company (the items in compliance with clauses (i) all applicable securities laws and other applicable Legal Requirements A), (as defined belowB), (C) and (ii) all requirements set forth in applicable Contracts. For D), together with the purposes capital stock of this Agreementthe Company, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (being referred to collectively as defined below“Company Securities”) and (iiE) all requirements set forth in applicable contractsno other obligations of the Company or any of its Subsidiaries or Solar SPEs to make any payments based on the price or value of any Company Securities. There are no outstanding agreements of any kind which obligate the Company or any of its Subsidiaries or Solar SPEs to repurchase, agreements, and instrumentsredeem or otherwise acquire any Company Securities.

Capitalization. Upon filing the Charter and prior to the issuance of the Shares hereunder at the Closing, the Company has a total authorized capitalization consisting of: (a) The authorized capital stock of Company consists of 100,000,000 142,255,835 shares of Company Common Stock, par value $0.0001 per share, and 20,000,000 shares of Preferred Stock, without 0.001 par value per share ("COMPANY PREFERRED STOCK"the “Common Stock”). At the close , of business on March 31, 2000, which (i) 40,057,369 141,963,421 shares have been designated Series A Common Stock, of Company Common Stock were which (A) 8,194,399 shares are issued and outstanding, all of which are validly issued, fully paid and nonassessable; (iiB) 4,323,050 37,200,000 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were have been reserved for issuance upon conversion of the exercise of outstanding options to purchase Company Common Stock under the Incentive PlanCompany’s Series B Preferred Stock, $0.001 par value per share (“Series B Preferred Stock”); (vC) 346,874 12,090,672 shares of Company Common Stock were have been reserved for issuance upon conversion of the exercise of outstanding options to purchase Company Common Stock under the Director PlanCompany’s Series C Preferred Stock, $0.001 par value per share (“Series C Preferred Stock”); (viD) 266,168 33,634,669 shares of Company Common Stock were have been reserved for issuance upon conversion of the exercise of outstanding options to purchase Company Common Stock under Company’s Series D Preferred Stock, $0.001 par value per share (the 1989 Plan“Series D Preferred Stock”); (viiE) 8,007,468 33,248,426 shares of Company Common Stock were have been reserved for issuance upon the exercise conversion of the Stock Option AgreementSeries E Preferred Stock; (viiiF) 43,200 2,480,000 shares of Company Common Stock were have been reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS")shares of Series B Preferred Stock; (ixG) 106,473 666,666 shares have been reserved for issuance upon exercise of warrants to purchase shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director PlanSeries E Preferred Stock; and (xiH) no 14,836,268 shares of Company Common Stock were will be reserved for future grant issuance under the 1989 Company’s 2009 Equity Incentive Plan. As , as amended (the “Plan”), and (ii) 292,414 shares have been designated Series B Common Stock, $0.001 par value per share, of which (A) 34,569 will be issued and outstanding, and (B) 257,845 will be reserved for issuance upon conversion of the date hereof, no shares of Company Preferred Stock were issued or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. Company’s Series A Common Stock; and (b) Section 2.3(b) 117,884,018 shares of Preferred Stock, $0.001 par value per share (the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as “Preferred Stock”), of the date of this Agreement: which (i) the name 39,680,000 shares have been designated Series B Preferred Stock, 37,200,000 of which are issued and address outstanding and 2,480,000 of the optioneewhich are reserved for issuance upon exercise of outstanding warrants; (ii) the particular plan pursuant to 12,090,672 shares have been designated Series C Preferred Stock, all of which such Company Stock Option was grantedwill be issued and outstanding; (iii) the number 32,511,979 shares have been designated Series D Preferred Stock, all of shares of Company Common Stock subject to such Company Stock Optionwhich will be issued and outstanding; and (iv) the exercise price 33,601,367 shares have been designated Series E Preferred Stock, 17,111,567 of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; are issued and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Optionsoutstanding. All of the issued and outstanding shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms Company’s capital stock have been duly authorized and conditions specified in the instrument pursuant to which they validly issued and are issuable, would be duly authorized, validly issued, fully paid and nonassessable. , and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (cthe “Securities Act”). Except as set forth in Schedule 3.5 or as otherwise provided in this Agreement, (1) All outstanding no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Company Common Stockis authorized or outstanding, all outstanding (2) the Company Stock Optionshas no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company, and (3) the 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. The issuance and sale of the Shares and all other outstanding shares of capital stock of each subsidiary of the Company have been issued and granted is in compliance with (i) any and all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes rights of this Agreementfirst refusal, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign preemptive rights or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority similar rights of any Governmental Entity (third party. The rights, preferences, privileges and restrictions of the Shares are as defined below) and (ii) all requirements set forth stated in applicable contracts, agreements, and instrumentsthe Charter.

Capitalization. The authorized capital of the Company consists, as of the date hereof (immediately prior to the First Closing), of the following: (a) The authorized capital stock of Company consists of 100,000,000 Preferred Stock. 88,195,998 shares of Company Common Stockpreferred stock, $0.01 par value $0.0001 per share, and 20,000,000 shares of share (“Preferred Stock”), without par value ("COMPANY PREFERRED STOCK"). At the close of business on March 31, 2000, which (i) 40,057,369 6,178,926 shares have been designated Seed Convertible Preferred Stock (“Seed Preferred Stock”), 6,091,426 of Company Common Stock were which are issued and outstanding, (ii) 32,447,072 shares have been designated Series A Convertible Preferred Stock (“Series A Preferred Stock”), all of which are validly issuedissued and outstanding, fully paid and nonassessable; (ii) 4,323,050 shares of Company Common Stock were held in treasury by Company or by subsidiaries of Company; (iii) 233,633 24,320,000 shares have been designated Series B Convertible Preferred Stock (“Series B Preferred Stock”), 24,000,000 of Company Common Stock were available for future issuance pursuant to Company's ESPP; which are issued and outstanding and (iv) 6,505,987 25,250,000 shares have been designated Series C Preferred Stock, none of which are issued and outstanding. The rights, privileges and preferences of the Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are as stated in the Restated Certificate. (b) Common Stock. 126,000,000 shares of Company Common Stock were reserved for issuance upon the exercise Stock, of outstanding options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Stock were available for future grant under the Director Plan; and (xi) no shares of Company Common Stock were reserved for future grant under the 1989 Plan. As which, as of the date hereof, no 18,547,405 shares of Company Preferred Stock were are issued or and outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all The outstanding shares of capital stock of each subsidiary of the Company (i) have been duly authorized and validly issued and granted in compliance with (i) all applicable securities laws laws, and other applicable Legal Requirements (as defined below) are fully paid and nonassessable, and (ii) with respect to the outstanding shares of Common Stock held by the holders of at least one percent (1%) or more of the Company’s issued and outstanding securities on an as converted fully diluted basis, are subject to a right of first refusal in favor of the Company upon transfer, subject to standard exceptions. All outstanding securities of the Company held by the holders of at least one percent (1%) or more of the Company’s issued and outstanding securities on an as converted fully diluted basis, including, without limitation, all requirements set forth in applicable Contracts. For shares of capital stock of the purposes Company issuable upon conversion or exercise of this Agreementall convertible or exercisable securities, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle are subject to a one hundred eighty (180) day “market stand-off” restriction upon an initial public offering of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority Company’s securities pursuant to a registration statement filed with the SEC. (d) The Company has reserved: (A) 25,250,000 shares of any Governmental Entity Common Stock for issuance upon the conversion of the Series C Shares; (B) 88,195,998 shares of Common Stock (as defined belowmay be adjusted in accordance with the provisions of the Amended and Restated Certificate) for issuance upon conversion of the Preferred Stock; and (C) 10,903,649 shares of Common Stock authorized for issuance to employees, consultants and (ii) all requirements set forth in applicable contractsdirectors pursuant to its 2008 Stock Incentive Plan, agreementsas amended, of which options to purchase 10,267,303 shares have been granted and instrumentsare currently outstanding and 636,346 shares of Common Stock remain available for issuance to employees, consultants and directors pursuant to the 2008 Stock Incentive Plan, as amended.

Capitalization. (a) The authorized capital stock of the Company consists of 100,000,000 7,000,000 shares of Company Common StockStock and 100,000 shares of preferred stock, par value $0.0001 1.00 per share, and 20,000,000 shares of share ("Preferred Stock, without par value ("COMPANY PREFERRED STOCK"). At the close As of business on March December 31, 20001998, (ia) 40,057,369 1,744,949 shares of Company Common Stock were issued and outstanding, all of which are were validly issued, fully paid and nonassessable; (iib) 4,323,050 no shares of Company Common Preferred Stock were held in treasury issued and outstanding and no action had been taken by the Board of Directors of the Company or by subsidiaries with respect to the designation of Companythe rights and preferences of any series of Preferred Stock; (iiic) 233,633 37,100 shares of Company Common Stock were available for future issuance pursuant to Company's ESPP; (iv) 6,505,987 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding stock options to purchase Company Common Stock under the Incentive Plan; (v) 346,874 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Director Plan; (vi) 266,168 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Plan; (vii) 8,007,468 shares of Company Common Stock were reserved for issuance upon the exercise of the Stock Option Agreement; (viii) 43,200 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants to purchase Company Common Stock (the "WARRANTSOptions") granted pursuant to the Company's 1981 Non-Qualified Stock Option and Stock Appreciation Rights Plan and 1981 Incentive Stock Option and Stock Appreciation Rights Plan (collectively, the "Company Option Plans"); (ixd) 106,473 357,311 shares of Company Common Stock and no shares of Preferred Stock were available for future grant under held in the Incentive Plantreasury of the Company; (xe) 83,814 no Company Subsidiary owns any shares of Company Common Stock were available for future grant under the Director PlanCompany's capital stock; and (xif) there are no shares securities of any Company Common Stock were reserved Subsidiary outstanding which are convertible into or exercisable or exchangeable for future grant under the 1989 Plan. As capital stock of the date hereofCompany. Except as set forth above, no shares of Company Preferred Stock were issued capital stock or outstanding. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the Merger. (b) Section 2.3(b) other voting securities of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the date on which such Company Stock Option expires. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that have been issued, are currently outstanding and the form of all stock option agreements evidencing such Company Stock Optionsreserved for issuance or are outstanding. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument instruments pursuant to which they are issuable, would will be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) and (ii) all requirements set forth in applicable Contracts. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instruments.

Capitalization. (a) The authorized capital stock of Company consists of 100,000,000 200,000,000 shares of Company Common Stock, $0.0001 par value $0.0001 per share, and 20,000,000 2,000,000 shares of Preferred Stockpreferred stock, without $0.001 par value per share ("COMPANY PREFERRED STOCK"). At As of the close of business on March 31February 15, 20002001, (i) 40,057,369 36,856,537 shares of Company Common Stock were issued and outstanding, all of which are were validly issued, fully paid and nonassessablenonassessable and were not issued in violation of any preemptive rights, right of first refusal, or any similar rights; (ii) 4,323,050 no shares of Company Preferred Stock were issued or outstanding; (iii) 147,562 shares of Company Common Stock were held in treasury by Company or any of its subsidiaries; (iv) zero shares of Company Common Stock were held by subsidiaries of Company; (iiiv) 233,633 424,206 shares of Company Common Stock were available reserved for future issuance pursuant to Company's the ESPP; (ivvi) 6,505,987 3,560,899 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Incentive Company's 1995 Stock Option Plan; (vvii) 346,874 208,332 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Company's 1997 Director Option Plan; (viviii) 266,168 4,245,752 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the 1989 Company's 1998 Nonstatutory Stock Option Plan; (viiix) 8,007,468 34,808 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Stock Option AgreementCentury Analysis, Inc. 1996 Equity Incentive Plan; (viiix) 43,200 13,240 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding warrants options to purchase Company Common Stock (the "WARRANTS"); (ix) 106,473 shares of Company Common Stock were available for future grant under the Incentive Plan; (x) 83,814 shares of Company Common Convoy Corporation 1997 Stock were available for future grant under the Director Option Plan; and (xi) no 2,801 shares of Company Common Stock were reserved for future grant issuance upon exercise of outstanding options to purchase Company Common Stock under the 1989 Microscript, Inc. 1997 Stock Option Plan. As Between the close of business on February 15, 2001 and the date hereof, no shares of Company Preferred Common Stock were have been issued or outstanding. There are no commitments or agreements other than upon exercise of any character to which vested Company Stock Options (as defined in Section 5.11) listed on Section 2.03(b) of the Company is bound obligating the Company to accelerate the vesting of any Company Stock Option as a result of the MergerSchedule. (b) Section 2.3(b2.03(b) of the Company Schedule sets forth the following information with respect to each outstanding Company Stock Option (as defined in Section 5.8) outstanding as of the date of this Agreementhereof: (i) the name and address of the optionee; (ii) the particular plan pursuant to which such Company Stock Option was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Option; (iv) the exercise price of such Company Stock Option; (v) the date on which such Company Stock Option was granted; (vi) the applicable vesting schedule; and (vii) the extent to which each such option is vested and unvested as of such date; (viii) the date on which such Company Stock Option expires. ; and (ix) whether the exercisability of such option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of acceleration. (c) Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has granted such Company Stock Options that are currently outstanding as of the date hereof and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to the issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (cd) Except as set forth in Section 2.03(d) of the Company Schedule, there are no commitments or agreements of any character to which Company is bound obligating Company to accelerate the vesting of any Company Stock Option as a result of the Offer or the Merger or any other transactions contemplated by this Agreement, or as a result of the termination of employment of any holder of any such option. All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements (as defined below) in effect as of the time of grant and issuance and (ii) all requirements set forth in applicable ContractsContracts by which Company is bound and which were in effect as of the time of grant and issuance. For the purposes of this Agreement, "LEGAL REQUIREMENTS" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, judgment, order, decree, rule, regulation, ruling or requirement issuesissued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity court, administrative agency, commission, governmental or regulatory authority, domestic, foreign or supranational (as defined below) and (ii) all requirements set forth in applicable contracts, agreements, and instrumentsa "GOVERNMENTAL ENTITY").