Common use of Company Capital Structure Clause in Contracts

Company Capital Structure. (a) The authorized capital stock of the Company consists of 15,000 shares of Common Stock, of which 1,450 shares are issued and outstanding as of the date hereof. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. Assuming the same -------------- total capitalization as on the date hereof, the total number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time (assuming the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, but not including the exercise of all Company Options) will be as set forth in Section 2.2(a) of the Disclosure Schedule. The issued and outstanding Company -------------- Common Stock is held by the Stockholders with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule. Except as -------------- provided in Section 2.2(a) of the Disclosure Schedule, all outstanding shares of -------------- Company Common Stock are duly authorized, validly issued, fully paid and non- assessable and not subject to preemptive rights created by statute, the certificate of incorporation or bylaws of the Company, or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with federal and state securities laws. All outstanding shares of Company Common Stock have been issued in compliance with all applicable federal, state, foreign, or local statues, laws, rules, or regulations, including federal and state securities laws. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or Loss (as defined in Section ------- 7.2 hereof) relating to or arising out of the issuance or repurchase of any --- Company Common Stock, or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. The Company has no other capital stock authorized, issued or outstanding. Except as provided in Section 2.2(a) of the Disclosure Schedule, -------------- no shares of Company Common Stock are subject to a right of repurchase by the Company.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 15,000 30,000,000 shares of Common Stock, $.001 par value, of which 1,450 there were 13,738,832 shares issued and outstanding as of the date hereof plus any shares issued on the date hereof upon exercise of options outstanding on the date hereof and 2,000,000 shares of Preferred Stock, $.001 par value ("Company Preferred Stock"), of which 300,000 shares have been designated as Series B Participating Preferred Stock ("Series B Stock"). No shares of the Company Preferred Stock are issued and outstanding as of the date hereofhereof and there will be no such shares outstanding as of the Effective Time. As The registered holders of Company Capital Stock have the right (a "Company Right") to purchase from the Company shares of Series B Stock. The description and terms of the Company Rights are set forth in a Rights Agreement (the "Company Rights Agreement") between the Company and Xxxxxx Trust and Savings Bank, as Rights Agent, a true and correct copy of which has been delivered to Parent. On or prior to the date hereof, the capitalization Board of Directors of the Company is amended the Company Rights Agreement to provide that the Parent and Merger Sub are not "Acquiring Persons" as set forth defined in Section 2.2(a) of the Disclosure ScheduleCompany Rights Agreement with respect to their rights to acquire Company Capital Stock pursuant to this Agreement. Assuming the same -------------- total capitalization as on the date hereof, the total number of All outstanding shares of Company Common Stock outstanding as of immediately prior to the Effective Time (assuming the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, but not including the exercise of all Company Options) will be as set forth in Section 2.2(a) of the Disclosure Schedule. The issued and outstanding Company -------------- Common Stock is held by the Stockholders with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule. Except as -------------- provided in Section 2.2(a) of the Disclosure Schedule, all outstanding shares of -------------- Company Common Capital Stock are duly authorized, validly issued, fully paid and non- non-assessable and are not subject to preemptive rights created by statute, the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Company, Company or any agreement or document to which the Company is a party or by which it is bound. As of the date hereof, and have been issued in compliance with federal and state securities laws. All outstanding the Company had reserved 5,515,624 shares of Company Common Capital Stock, net of exercises, for issuance to employees pursuant to the Company Stock have been issued Option Plans, under which options are outstanding for 4,783,397 shares of Company Capital Stock minus any options exercised on the date hereof. All shares of Company Capital Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in compliance with all applicable federalthe instruments pursuant to which they are issuable, stateshall be duly authorized, foreignvalidly issued, or local statues, laws, rules, or regulations, including federal fully paid and state securities lawsnonassessable. The Company has notSchedules include a list for each outstanding option as of the date hereof, of the following: (i) the name of the holder of such option, (ii) the number of shares subject to such option, and will not have(iii) the exercise price of such option. No repricing of options has taken place since December 31, suffered or incurred any liability 1995. For the offering period ending March 31, 1998 if all current participants continue to contribute at current levels (contingent or otherwise) or Loss (as defined in Section ------- 7.2 hereof) relating assuming the purchase price of such shares to or arising out be 85% of the issuance or repurchase fair market value of any --- the Company Common StockCapital Stock on the first day of the current offering period), or out there would be an aggregate of any agreements or arrangements relating theretoapproximately 10,055 shares issuable pursuant to the Stock Purchase Plan and no more than 11,000 shares are issuable for such offering period. There are Since December 31, 1996, there have been no declared or accrued but unpaid dividends with respect to any shares changes in the capital structure of the Company other than issuances of Company Common Stock. The Capital Stock (i) upon the exercise of options granted under the Company has no other capital stock authorized, issued or outstanding. Except as provided in Section 2.2(aStock Option Plans and (ii) of pursuant to the Disclosure Schedule, -------------- no shares of Company Common Stock are subject to a right of repurchase by the CompanyPurchase Plan.

Company Capital Structure. (a) The authorized capital stock Shares set forth on Section ‎5.2(a)(i) of the Company consists of 15,000 Disclosure Schedule are the only shares of Common Stock, the share capital of which 1,450 shares are the Company issued and outstanding outstanding, and, as of the date hereofClosing Date, the Company has no shares of the share capital of the Company, other than such Shares, authorized, issued or outstanding. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. Assuming the same -------------- total capitalization as on the date hereof, the total number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time (assuming the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, but not including the exercise of all Company Options) will be as set forth in Section 2.2(a) of the Disclosure Schedule. The issued and outstanding Company -------------- Common Stock is Securities are held by the Stockholders Persons with the domicile registered addresses and in the amounts numbers as set forth in on Section 2.2(a‎5.2(a)(ii) of the Company Disclosure Schedule. Except as -------------- provided in Section 2.2(a) of the Disclosure Schedule, all All issued and outstanding shares of -------------- Company Common Stock Shares are duly authorized, validly issued, fully paid and non- non-assessable and are not subject to preemptive rights created by statute, the certificate of incorporation or bylaws Charter Documents of the Company, or any agreement Contract to which the Company is a party or by which it is bound (save for the Shareholders Agreement which will be terminated with regard to the Securityholders on the Closing Date subject to Closing occurring), and have been issued in compliance with all applicable Laws. All certificates representing Shares have been correctly and validly issued and not been cancelled. Neither the Company nor any of the Company Subsidiaries has or will have suffered or incurred any Liability, arising out of the issuance, redemption, or repurchase of any Company Securities or the repayment, conversion or purported conversion of the Company Promissory Notes, or out of any Contracts or arrangements relating to any of the Company Securities (including any amendment of the terms of any such Contract or arrangement). Except as contemplated in this Agreement, there are no declared or accrued but unpaid dividends with respect to any of the Shares. A complete and detailed description of the capitalization of each of the Company Subsidiaries, including the names and amounts held by the holders of interests in each of the Company Subsidiaries as of the date hereof, is set forth on Section ‎5.2(a)(iv) of the Company Disclosure Schedule. All issued and outstanding shares or equity interests in the Company Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the organizational documents of the Company Subsidiaries, or any Contract to which a Company Subsidiary is a party or by which it is bound, and have been issued in compliance with federal and state securities laws. All outstanding shares of Company Common Stock have been issued in compliance with all applicable federal, state, foreign, or local statues, laws, rules, or regulations, including federal and state securities laws. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or Loss (as defined in Section ------- 7.2 hereof) relating to or arising out of the issuance or repurchase of any --- Company Common Stock, or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. The Company has no other capital stock authorized, issued or outstanding. Except as provided in Section 2.2(a) of the Disclosure Schedule, -------------- no shares of Company Common Stock are subject to a right of repurchase by the CompanyLaws.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 15,000 15,000,000 shares of authorized Common Stock, of which 1,450 5,754,279 shares are issued and outstanding outstanding, and 5,000,000 shares of authorized Preferred Stock (the “Preferred Stock”) of which 875,000 shares have been designated as Series A Preferred Stock and 437,063 shares of Series A Preferred Stock are issued and outstanding. The Company has reserved 10,000 shares of Company Preferred Stock for issuance upon exercise of the date hereofPreferred Warrant. As of the date hereof, the capitalization Schedule 2.3(a) of the Company is as set Schedules sets forth in Section 2.2(a) the name of the Disclosure Scheduleholder of the Preferred Warrant and exercise price of such Warrant. Assuming the same -------------- total capitalization as on the date hereofThe Company Capital Stock, the total number of including all shares of Company Common Stock outstanding as of immediately prior subject to the Effective Time (assuming the conversionCompany’s right of repurchase, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, but not including the exercise of all Company Options) will be as set forth in Section 2.2(a) of the Disclosure Schedule. The issued and outstanding Company -------------- Common Stock is held of record by the Stockholders persons, with the domicile addresses of record and in the amounts set forth in Section 2.2(aon Schedule 2.3(a) of the Disclosure ScheduleCompany Schedules. Except as -------------- provided in Section 2.2(aSchedule 2.3(a) of the Disclosure ScheduleCompany Schedules also indicates for each Company shareholder (i) the share certificate numbers held by such person and (ii) whether any shares of Company Capital Stock held by such shareholder are subject to a repurchase right in favor of the Company, all the lapsing schedule for any such restricted shares, including the extent to which any such repurchase right has lapsed as of the date of this Agreement and whether (and to what extent) the lapsing will be accelerated by the transactions contemplated by this Agreement. All outstanding shares of -------------- Company Common Capital Stock are duly authorized, validly issued, fully paid and non- non-assessable and not subject to preemptive rights created by statute, the certificate Articles of incorporation Incorporation or bylaws Bylaws of the Company, Company or any agreement to which the Company is a party or by which it is bound, . All preferential rights of the Company Preferred Stock in connection with the sale of substantially all of the assets of the Company or a merger involving the Company are set forth in the Articles of Incorporation of the Company. All issued and outstanding shares of Company Capital Stock have been issued offered, sold and delivered by the Company in compliance with applicable federal and state securities laws. All outstanding shares of Company Common Stock have laws and the Preferred Warrant has been offered, issued and delivered in compliance with all applicable federal, state, foreign, or local statues, laws, rules, or regulations, including federal and state securities lawslaws and all requirements set forth in applicable contracts, agreements and instruments. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or Loss (as defined in Section ------- 7.2 hereof) relating to or arising out holder of the issuance Preferred Warrant has been or repurchase of any --- Company Common Stockwill be given, or out of shall have properly waived, any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect required notice prior to any shares of Company Common Stock. The Company has no other capital stock authorized, issued or outstanding. Except as provided in Section 2.2(a) of the Disclosure Schedule, -------------- no shares of Company Common Stock are subject to a right of repurchase by the CompanyMerger.

Company Capital Structure. (a) The authorized capital stock Subject to the implementation of the Company Reorganization pursuant to Article X hereof, the authorized share capital of the Company --------- consists of 15,000 shares an unlimited number of Common Stockcommon shares, of which 1,450 only 32,725,490 common shares are issued and outstanding as of the date hereof. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of -------------- the Disclosure Schedule. Assuming the same -------------- total capitalization as on the date hereof, the The total number of shares of Company Common Stock Securities outstanding as of immediately prior to the Effective Time Closing (assuming the conversion, exercise or exchange of all securities securities, including the Company Convertible Debenture and the Shareholder Convertible Debentures, convertible into, or exercisable or exchangeable for, shares of Company Common StockShares, but not including the exercise of all Company OptionsOptions and that the Company Reorganization provided for in Article X is not implemented) will be --------- as set forth in Section 2.2(a) of the Disclosure ScheduleSchedule indicating in each -------------- case the taxpayer identification number of, and the country in which such persons are resident for tax purposes. The issued and outstanding Company -------------- Common Stock is Securities are held by the Stockholders persons with the domicile addresses and in the amounts set forth in Section ------- 2.2(a) of the Disclosure Schedule. Except as -------------- provided in Section 2.2(a) of the Disclosure Schedule, all All outstanding shares of -------------- Company Common Stock Shares are duly ------ authorized, validly issued, fully paid and non- non-assessable and not subject to preemptive rights created by statute, the certificate of incorporation articles or bylaws by-laws of the CompanyCompany (as amended from time to time), or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with federal and state all applicable securities laws. Schedule A sets forth, as of the date hereof, all of the ---------- holders of the Company Shares and the amount of Company Shares owned by each such Shareholder. All outstanding shares of Company Common Stock Securities and Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any shareholder of the Company) in compliance with all applicable federal, state, provincial, foreign, or local statuesstatutes, laws, rules, or regulations, including federal and state all applicable securities laws. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or Loss (as defined in Section ------- 7.2 hereof) relating to or arising out ----------- of the issuance or repurchase of any --- Company Common StockSecurities or Company Options, or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of the Company Common StockShares. The Company has no other shares in its capital stock authorized, issued or outstandingoutstanding other than the Company Shares. Except as provided in Section 2.2(a) of the Disclosure Schedule, -------------- no No vesting provisions applicable to any shares of Company Common Stock are subject Restricted Shares, to Company Options, or to any other rights to purchase Company Shares will accelerate as a right result of repurchase by the CompanyAcquisition.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 15,000 shares of Common Stock1,333 Company Ordinary Shares, of which 1,450 1,333 shares are issued and outstanding as of the date hereofoutstanding. As of the date hereof, the capitalization of Except for the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. Assuming the same -------------- total capitalization as on the date hereofOrdinary Shares, the total number of no other shares of Company Common Capital Stock outstanding as of immediately prior to the Effective Time (assuming the conversionare authorized, exercise issued or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, but not including the exercise of all Company Options) will be as set forth in Section 2.2(a) of the Disclosure Scheduleoutstanding. The issued and outstanding shares of Company -------------- Common Capital Stock is are held by the Stockholders persons with the domicile addresses and in the amounts set forth in Section 2.2(a) on Exhibit A which further sets forth for each such person the number of the Disclosure Scheduleshares held. Except as -------------- provided in Section 2.2(a) of the Disclosure Schedule, all All outstanding shares of -------------- Company Common Capital Stock are duly authorized, validly issued, fully paid and non- non-assessable and, except as provided in the Articles of Association and the Shareholders Agreement, are not subject to preemptive rights created by statute, the certificate of incorporation or bylaws of the CompanyCharter Documents, or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with federal and state securities laws. All outstanding shares of Company Common Capital Stock have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any shareholder of the Company) in compliance with all applicable federal, state, foreign, or local statuesstatutes, laws, rules, or regulations, including federal and state securities laws, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any shareholder of the Company) in accordance with any right of first refusal or similar right or limitation, including those in the Charter Documents. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or Loss (as defined in Section ------- 7.2 hereof) claim, loss, liability, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any --- Company Common Stock, Capital Stock or out of any agreements or arrangements relating theretoto such issuance or repurchase of any Company Capital Stock (including any amendment of the terms of any such agreement or arrangement). There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Capital Stock. The Except as noted above, the Company has no other capital stock authorized, issued or outstanding. Except as provided in Section 2.2(a) of the Disclosure Schedule, -------------- no shares of Company Common Stock are subject to a right of repurchase by the Company.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 15,000 50,000,000 shares of Common Stock, par value $.001 per share, of which 1,450 there were 24,474,818 shares are issued and outstanding as of the date hereof. As of the date hereofSeptember 1, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. Assuming the same -------------- total capitalization as on the date hereof2000, the total number of and 5,000,000 shares of Company Common Stock Preferred Stock, par value $.001 per share, of which no shares are issued or outstanding as of immediately prior to the Effective Time (assuming the conversionSeptember 1, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, but not including the exercise of all Company Options) will be as set forth in Section 2.2(a) of the Disclosure Schedule2000. The issued and outstanding Company -------------- Common Stock is held by the Stockholders with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule. Except as -------------- provided in Section 2.2(a) of the Disclosure Schedule, all All outstanding shares of -------------- Company Common Stock are duly authorized, validly issued, fully paid paid, and non- assessable nonassessable, and are not subject to preemptive rights created by statute, the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Company, or any agreement or document to which the Company is a party or by which it is bound. As of the Closing, and have been issued in compliance with federal and state securities lawsthere is no Company stock option plan or other incentive plan. All outstanding As of September 1, 2000, Company had reserved an aggregate of approximately 5,100,000 shares of Company Common Stock have been issued in compliance with all applicable federal, state, foreign, or local statues, laws, rules, or regulations, including federal and state securities laws. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or Loss (as defined in Section ------- 7.2 hereof) relating for issuance to or arising out holders of the issuance or repurchase of any --- warrants to purchase Company Common Stock, or out of any agreements or arrangements relating theretoStock ("COMPANY WARRANTS") and Company options to purchase Company common stock. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. The Company has no other capital stock authorized, issued or outstanding. Except as provided in Section 2.2(a) of the Disclosure Schedule, -------------- no All shares of Company Common Stock are subject to a right issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid, and nonassessable. Schedule 2.2 of repurchase the Company Schedule lists (i) each outstanding option to acquire shares of Company Common Stock at September 1, 2000, the name of the holder of such option, the number of shares subject to such option, the exercise price of such option, the number of shares as to which such option will have vested at such date, the vesting schedule for such option and whether the exercisability of such option will be accelerated in any way by the Companytransactions contemplated by this Agreement or for any other reason, and indicates the extent of acceleration, if any, and (ii) each outstanding Company Warrant at September 1, 2000, the name of the holder of such Company Warrant, the number of shares subject to such Company Warrant, the exercise price of such Company Warrant, the number of shares as to which such Company Warrant will have vested at such date, the vesting schedule for such Company Warrant and whether the exercisability of such Company Warrant will be accelerated in any way by the transactions contemplated by this Agreement or for any other reason, and indicates the extent of acceleration, if any.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 15,000 30,000,000 shares of Common Stock, $.001 par value, of which 1,450 there were 13,738,832 shares issued and outstanding as of the date hereof plus any shares issued on the date hereof upon exercise of options outstanding on the date hereof and 2,000,000 shares of Preferred Stock, $.001 par value ("Company Preferred Stock"), of which 300,000 shares have been designated as Series B Participating Preferred Stock ("Series B Stock"). No shares of the Company Preferred Stock are issued and outstanding as of the date hereofhereof and there will be no such shares outstanding as of the Effective Time. As The registered holders of Company Capital Stock have the right (a "Company Right") to purchase from the Company shares of Series B Stock. The description and terms of the Company Rights are set forth in a Rights Agreement (the "Company Rights Agreement") between the Company and Harris Trust and Savings Baxx, xs Rights Agent, a true and correct copy of which has been delivered to Parent. On or prior to the date hereof, the capitalization Board of Directors of the Company is amended the Company Rights Agreement to provide that the Parent and Merger Sub are not "Acquiring Persons" as set forth defined in Section 2.2(a) of the Disclosure ScheduleCompany Rights Agreement with respect to their rights to acquire Company Capital Stock pursuant to this Agreement. Assuming the same -------------- total capitalization as on the date hereof, the total number of All outstanding shares of Company Common Stock outstanding as of immediately prior to the Effective Time (assuming the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, but not including the exercise of all Company Options) will be as set forth in Section 2.2(a) of the Disclosure Schedule. The issued and outstanding Company -------------- Common Stock is held by the Stockholders with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule. Except as -------------- provided in Section 2.2(a) of the Disclosure Schedule, all outstanding shares of -------------- Company Common Capital Stock are duly authorized, validly issued, fully paid and non- non-assessable and are not subject to preemptive rights created by statute, the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Company, Company or any agreement or document to which the Company is a party or by which it is bound. As of the date hereof, and have been issued in compliance with federal and state securities laws. All outstanding the Company had reserved 5,515,624 shares of Company Common Capital Stock, net of exercises, for issuance to employees pursuant to the Company Stock have been issued Option Plans, under which options are outstanding for 4,783,397 shares of Company Capital Stock minus any options exercised on the date hereof. All shares of Company Capital Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in compliance with all applicable federalthe instruments pursuant to which they are issuable, stateshall be duly authorized, foreignvalidly issued, or local statues, laws, rules, or regulations, including federal fully paid and state securities lawsnonassessable. The Company has notSchedules include a list for each outstanding option as of the date hereof, of the following: (i) the name of the holder of such option, (ii) the number of shares subject to such option, and will not have(iii) the exercise price of such option. No repricing of options has taken place since December 31, suffered or incurred any liability 1995. For the offering period ending March 31, 1998 if all current participants continue to contribute at current levels (contingent or otherwise) or Loss (as defined in Section ------- 7.2 hereof) relating assuming the purchase price of such shares to or arising out be 85% of the issuance or repurchase fair market value of any --- the Company Common StockCapital Stock on the first day of the current offering period), or out there would be an aggregate of any agreements or arrangements relating theretoapproximately 10,055 shares issuable pursuant to the Stock Purchase Plan and no more than 11,000 shares are issuable for such offering period. There are Since December 31, 1996, there have been no declared or accrued but unpaid dividends with respect to any shares changes in the capital structure of the Company other than issuances of Company Common Stock. The Capital Stock (i) upon the exercise of options granted under the Company has no other capital stock authorized, issued or outstanding. Except as provided in Section 2.2(aStock Option Plans and (ii) of pursuant to the Disclosure Schedule, -------------- no shares of Company Common Stock are subject to a right of repurchase by the CompanyPurchase Plan.

Company Capital Structure. (a) The authorized registered share capital stock of the Company consists as of 15,000 shares of Common Stockimmediately prior to Closing is NIS 450,000 divided into 30,000,000 Company Shares, of which 1,450 shares [15,898,965] Company Shares are issued and outstanding as of the date hereof. As of the date hereof, the capitalization No Company Shares are dormant shares nor held in treasury by any member of the Company is as set forth in Section 2.2(a) of the Disclosure ScheduleGroup. Assuming the same -------------- total capitalization as on the date hereof, the total The aggregate number of shares of Company Common Stock Shares issued and outstanding as of immediately prior to the Effective Time (assuming Closing is as stated in the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, but not including the exercise of all Company Options) will be as set forth in certificate delivered pursuant to Section 2.2(a) of the Disclosure Schedule‎2.4(a). The issued and All outstanding Company -------------- Common Stock is held by the Stockholders with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule. Except as -------------- provided in Section 2.2(a) of the Disclosure ScheduleShares, all outstanding shares of -------------- Company Common Stock are when issued, were duly authorized, validly issued, fully paid and non- non-assessable and not subject to preemptive rights created by statute, the certificate of incorporation or bylaws Charter Documents of the Company, or any agreement to which the Company is or was a party or by which it is or was bound, and that were not complied with or waived. No holder of Company Shares is in default in payment of any sum referred to in Article 13 of the Charter Documents. All outstanding Company Shares have been issued in compliance with federal and state securities laws. All outstanding shares of Company Common Stock have been issued (X) in compliance with all applicable federalsecurities laws and other applicable Legal Requirements, state, foreign, or local statues, laws, rules, or regulations, including federal and state securities laws(Y) in material compliance with all applicable requirements set forth in Contracts. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or Loss (as defined in Section ------- 7.2 hereof) Liability relating to or arising out of the issuance or repurchase of any --- Company Common StockShares, or out of any agreements or arrangements relating theretothereto (including any amendment of the terms of any such agreement or arrangement), which Liabilities have not been fully satisfied and fulfilled. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except for the Proxy and proxies given by beneficial holders of Company Shares holding such shares through brokers, authorizing their brokers to vote such Company Shares, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting shares of any member of the Company Common StockGroup to which the Company is a party or by which it is bound. The Company has no other capital stock authorized, issued or outstanding. Except Other than as provided listed in Section 2.2(a‎3.2‎(a)(2) of the Disclosure Schedule, -------------- there are no shares agreements to which any member of the Company Common Stock are subject Group is a party relating to a right the registration, sale or transfer (including agreements relating to rights of repurchase first refusal, co-sale rights or “drag-along” rights) of any capital stock of any member of the Company Group (which shall have been terminated by and superseded with the CompanyRegistration Rights Agreement).

Company Capital Structure. (a) The authorized capital stock of the Company consists of 15,000 15,000,000 shares of Common Stock, of which 1,450 11,354,600 shares are issued and outstanding as of the date hereof. As of the THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. date hereof, the capitalization of the Company is as set forth in Section Schedule 2.2(a) of the Company Disclosure Schedule. Assuming the same -------------- total capitalization as on the date hereof, the total number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time (assuming the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, but not including the exercise of all Company Options) will be as set forth in Section 2.2(a) of the Disclosure Schedule. The issued and outstanding Company -------------- Common Stock is held by the Stockholders with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule. Except as -------------- provided in Section 2.2(a) of the Disclosure Schedule, all All outstanding shares of -------------- Company Common Stock are duly authorized, validly issued, fully paid and non- non-assessable and are free of any Liens and not subject to preemptive rights or rights of first refusal created by statute, the certificate articles of incorporation or bylaws of the Company, or any agreement to which the Company is a party or by which it is bound. All of the issued and outstanding shares of Company Common Stock are owned by the persons in the amounts set forth in Schedule 2.2(a) of the Company Disclosure Schedule, subject to the exercise of Company Options which were issued prior to the date of this Agreement and have been issued the existence of which are disclosed pursuant to Section 2.2(b) below, which exercise is disclosed to Parent promptly and in compliance with federal and state securities lawsany event before the Effective Time. All outstanding shares of Company Common Stock and Company Options have been issued and, in the case of shares that were outstanding and repurchased by Company or any shareholder of Company, repurchased in compliance with all applicable federal, state, foreign, or local statues, laws, rules, or regulations, including federal and state securities lawslaws except as would not either individually or in the aggregate, have a Material Adverse Effect on Company. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or Loss (as defined in Section ------- 7.2 hereof) loss relating to or arising out of the issuance or repurchase of any --- Company Common StockStock or Company Options except as would not either individually or in the aggregate, or out of any agreements or arrangements relating theretohave a Material Adverse Effect on Company. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common StockStock that will be payable after the Closing. The Company has no other capital stock authorized, issued or outstanding. Except as provided in Section 2.2(a) of the Disclosure Schedule, -------------- no shares of Company Common Stock are subject to a right of repurchase by the Company.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 15,000 45,000,000 shares of Company Common Stock and 5,000,000 shares of Company Preferred Stock, of which 1,450 shares are issued and outstanding as of the date hereof. As of the date hereofof this Agreement, the capitalization of the Company is as set forth in Section 2.2(a(i) of the Disclosure Schedule. Assuming the same -------------- total capitalization as on the date hereof, the total number of 13,863,694 shares of Company Common Stock outstanding as of immediately prior to the Effective Time (assuming the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, but not including the exercise of all Company Options) will be as set forth in Section 2.2(a) of the Disclosure Schedule. The are issued and outstanding Company -------------- Common Stock is held by the Stockholders with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Schedule. Except as -------------- provided in Section 2.2(a) of the Disclosure Scheduleoutstanding, all outstanding shares of -------------- Company Common Stock which are duly authorized, validly issued, fully paid and non- assessable and not subject to preemptive rights created by statutenonassessable, the certificate of incorporation or bylaws of the Company, or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with federal and state securities laws. All outstanding shares of Company Common Stock have been issued in compliance with all applicable federal, state, foreign, or local statues, laws, rules, or regulations, including federal and state securities laws. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwiseii) or Loss (as defined in Section ------- 7.2 hereof) relating to or arising out of the issuance or repurchase of any --- Company Common Stock, or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. The Company has no other capital stock authorized, issued or outstanding. Except as provided in Section 2.2(a) of the Disclosure Schedule, -------------- no shares of Company Common Stock are held in the treasury of Company or by Subsidiaries of Company, and (iii) 3,238,951 shares of Preferred Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and none of which have been issued in violation of any preemptive or similar rights, and all of which are, on the date hereof, and will be on the Closing Date after consummation of the transaction contemplated by Section 1.5 hereof, owned beneficially and of record by the persons and in the amounts as set forth in Section 3.2 of the Company Disclosure Schedule. The Options constitute all options to purchase stock of Company which are outstanding as of the date of this Agreement and which will be outstanding on the Closing Date under the Company Stock Plans, except to the extent any of such Options are exercised or by their terms expire prior to Closing and except for Options granted after the date hereof (subject to the limitations set forth in Section 5.2(b) and (c) hereof). Set forth on Section 3.2 of the Company Disclosure Schedule is a right complete and accurate list of repurchase all holders of Options, indicating the number of Options, the number of shares of Company Common Stock subject to each Option and the exercise price therefor. All shares of Company Common Stock subject to issuance as specified above are duly authorized and reserved and the shares of Company Common Stock, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any other capital stock of Company or any of its Subsidiaries or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of Company or any other entity other than guarantees of bank obligations of Subsidiaries of Company entered into in the ordinary course of business. All of the outstanding shares of capital stock of each of Company's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and none of such shares have been issued in violation of any preemptive or similar rights and all such shares are owned by the Company or another Subsidiary of Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in Company's voting rights, charges or other encumbrances of any nature.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 15,000 21,000,000 shares of Common Stock and 10,211,401 shares of Preferred Stock, of which 1,450 shares are issued and outstanding as of the date hereof. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a3.5(a) of the Disclosure Schedule. Assuming the same -------------- The total capitalization number of shares of each class and series of Company Capital Stock outstanding as on of the date hereof, the total number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time (assuming the conversion, exercise or exchange of all securities underlying each security convertible into, or exercisable or exchangeable for, shares of Company Common Stock, but not including Capital Stock outstanding as of the exercise date hereof and the total number of shares underlying all Company Options) will be Options outstanding as of the date hereof is as set forth in Section 2.2(a3.5(a) of the Disclosure Schedule. As of the date hereof, each one (1) outstanding share of Company Preferred Stock is convertible into one (1) share of Company Common Stock. The issued and outstanding Company -------------- Common Capital Stock is held by the Stockholders Persons with the domicile addresses and in the amounts set forth in Section 2.2(a3.5(a) of the Disclosure Schedule. Except as -------------- provided in Section 2.2(a) of the Disclosure Schedule, all All outstanding shares of -------------- Company Common Capital Stock are duly authorized, validly issued, fully paid and non- non-assessable and not subject to preemptive rights created by statute, the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Company, or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with federal and state securities laws. All outstanding shares of Company Common Capital Stock and Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Stockholder of the Company) in compliance with all applicable federal, state, foreign, or local statues, laws, rules, or regulations, including federal and state securities laws. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or Loss (as defined in Section ------- 7.2 hereof) Liability relating to or arising out of the issuance or repurchase of any --- Company Common StockCapital Stock or Company Options, or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Capital Stock. The Company has no other capital stock authorized, issued or outstanding. Except as provided in Section 2.2(a) No vesting provisions, repurchase options, risks of forfeiture or other conditions under any applicable stock restriction agreement or other agreement with the Disclosure Schedule, -------------- no Company that are applicable to any shares of Company Common Capital Stock, Company Options or to any other rights to purchase Company Capital Stock, will accelerate as a result of the Merger or as a result of any other events (whether or not associated with the Merger). No shares of Company Capital Stock are unvested or subject to a right repurchase option, risk of repurchase by forfeiture or other condition under any applicable stock restriction agreement or other agreement with the Company.

Company Capital Structure. (a) Section 3.2(a) of the Disclosure Schedule sets forth the capitalization of the Company as of the date hereof, including the name and domicile address of and number of shares held by each such holder thereof and including the vesting schedule or such shares, if applicable. The authorized capital stock of the Company consists of 15,000 shares of Common Stock, of which 1,450 shares are issued and outstanding as of the date hereof. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. Assuming the same -------------- total capitalization as on the date hereof, the total number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time (assuming the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, [***] shares of Company Common Stock, but not including the exercise of all Company Options) will be as set forth in Section 2.2(a) of the Disclosure Schedule. The which [***] shares are issued and outstanding Company -------------- Common Stock is held by on the Stockholders with the domicile addresses and in the amounts set forth in Section 2.2(a) of the Disclosure Scheduledate hereof. Except as -------------- provided in Section 2.2(a) of the Disclosure Schedule, all All outstanding shares of -------------- Company Common Stock are duly authorized, validly issued, fully paid and non- non-assessable and are not subject to preemptive rights created by statute, the certificate of incorporation or bylaws Charter Documents of the Company, or any agreement to which the Company is a party or by which it is bound, and have been issued in compliance with federal and state securities laws. All outstanding shares of Company Common Stock have been issued in compliance with all applicable federal, state, foreign, or local statues, laws, rules, or regulationsLaws, including federal and state CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. securities lawsLaws. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or Loss (as defined in Section ------- 7.2 hereof) claim, loss, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any --- Company Common Stock or options or warrants to purchase Company Common Stock, or out of any agreements or arrangements relating theretothereto (including any amendment of the terms of any such agreement or arrangement). There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. The Company has no other capital stock other than the Company Common Stock authorized, issued or outstanding. Except as provided in Section 2.2(a) of the Disclosure Schedule, -------------- The Company has no Company Common Stock that is unvested. All shares of Company Common Stock are subject to a right of repurchase by the Companyuncertificated.

Company Capital Structure. (a) The authorized capital stock of the Company consists of 15,000 25,000,000 shares of authorized Common Stock, of which 1,450 5,828,403 shares are issued and outstanding, and 11,665,000 shares of authorized Preferred Stock (the "Preferred Stock"). The authorized Preferred Stock consists of 1,175,000 shares of authorized Series A Preferred, all of which shares are issued and outstanding, 5,230,000 shares of authorized Series B Preferred, all of which shares are issued and outstanding as and 5,250,000 shares of the date hereofauthorized Series C Preferred, of which 5,000,000 shares are issued and outstanding. As It is contemplated that all outstanding shares of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. Assuming the same -------------- total capitalization as on the date hereof, the total Preferred Stock will be converted into an equal number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time (assuming the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Time. The Company Common Capital Stock, but not including all shares subject to the exercise Company's right of all Company Options) will be as set forth in Section 2.2(a) of the Disclosure Schedule. The issued and outstanding Company -------------- Common Stock repurchase, is held of record by the Stockholders persons, with the domicile addresses of record and in the amounts set forth on SCHEDULE 2.3(a). SCHEDULE 2.3(a) also indicates for each Company shareholder whether any shares of Company Capital Stock held by such shareholder are subject to a repurchase right in Section 2.2(a) favor of the Disclosure ScheduleCompany, the lapsing schedule for any such restricted shares, including whether the lapsing is subject to acceleration by the transactions contemplated by this Agreement. Except as -------------- provided in Section 2.2(a) that certain Amended and Restated Investors Rights Agreement dated as of June 11, 1998 among the Disclosure ScheduleCompany and the Investors (as defined therein)(the "Rights Agreement"), all outstanding shares of -------------- Company Common Capital Stock are duly authorized, validly issued, fully paid and non- non-assessable and not subject to preemptive rights created by statute, the certificate Articles of incorporation Incorporation or bylaws Bylaws of the Company, Company or any agreement to which the Company is a party or by which it is bound, . All preferential rights of the Preferred Stock in connection with the sale of substantially all of the assets of the Company or a merger involving the Company are set forth in the Articles of Incorporation of the Company. All issued and outstanding shares of Company Capital Stock have been issued offered and sold by the Company in compliance with applicable federal and state securities laws. All outstanding shares of Company Common Stock have been issued in compliance with all applicable federal, state, foreign, laws or local statues, laws, rules, or regulations, including federal and state securities laws. The Company has not, and will not have, suffered or incurred any liability (contingent or otherwise) or Loss (as defined in Section ------- 7.2 hereof) relating to or arising out of the issuance or repurchase of any --- Company Common Stock, or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. The Company has no other capital stock authorized, issued or outstanding. Except as provided in Section 2.2(a) of the Disclosure Schedule, -------------- no shares of Company Common Stock are subject to a right of repurchase by the Companyexemptions therefrom.