Common use of Company Capitalization Clause in Contracts

Company Capitalization. (a) The authorized capital stock of Company consists solely of 350,000,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 shares issued and outstanding as of the close of business on April 6, 2001, and 5,000,000 shares of Preferred Stock, par value $0.001 per share, of which no shares are issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement or document to which Company is a party or by which it is bound. As of the close of business on April 6, 2001, there are no shares of Company Common Stock held in treasury by the Company. No material change in such capitalization has occurred between December 31, 2000 and the date of this Agreement. (b) As of the close of business on April 6, 2001, (i) 26,569,623 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options to purchase Company Common Stock for a weighted average aggregate exercise price of approximately $12.53, (ii) 2,203,008 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants. Part 2.2(b) of the Company Disclosure Letter sets forth the following information with respect to each Company Option and Company Warrant outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holder; (ii) the number of shares of Company Common Stock subject to such Company Option or Company Warrant; (iii) the exercise price of such Company Option or Company Warrant; (iv) the date on which such Company Option was granted or assumed; (v) the date on which such Company Option or Company Warrant expires; and (vi) with respect to any officer of the Company or any of its Subsidiaries who is subject to Section 16 of the Exchange Act, whether the exercisability of such Company Option or Company Warrant will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. Company has made available to Parent an accurate and complete copies of the and the form of all stock option agreements evidencing Company Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined in Section 2.4).

Company Capitalization. (a) The authorized capital stock of Company consists solely of 350,000,000 100,000,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 24,475,658 shares issued and outstanding as of the close of business on April 6August 5, 20012003, and 5,000,000 2,000,000 shares of Preferred Stockpreferred stock, par value $0.001 per share, none of which no shares are issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Company Charter Documents or any agreement or document Contract (as defined in Section 8.3) to which Company is a party or by which it is bound. As of the close date of business on April 6, 2001this Agreement, there are no shares of Company Common Stock held in treasury by the Company or by any subsidiary of Company. No material change There are 345,000 shares of Company Restricted Stock issued or outstanding. A list of the holders of Company Restricted Stock is set forth in Part 2.2(a) of the Company Disclosure Letter together with (i) the name of the holder of such capitalization has occurred between December 31Company Restricted Stock, 2000 (ii) the number of shares and the vesting schedule of the Company Restricted Stock held by each, (iii) the repurchase price of such Company Restricted Stock, (iv) the date on which such Company Restricted Stock was purchased or granted, (v) the applicable vesting schedule pursuant to which Company’s right of this Agreementrepurchase or forfeiture lapses, and (vi) the extent to which such Company right of repurchase or forfeiture has lapsed as of the date hereof. (b) As of the close of business on April 6August 5, 20012003, (i) 26,569,623 5,154,113 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options options to purchase Company Common Stock under the Company Stock Option Plan for a weighted average an aggregate exercise price of approximately $12.5319,985,389, (ii) 2,203,008 1,353,855 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock under the Company Non-Officer Stock Plan (together with the options set forth in clause (i) above, the “Company Options”) for an aggregate exercise price of $4,270,948, and (iii) 989,479 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants. Part 2.2(b) of the Company Disclosure Letter sets forth the following information with respect to each Company Option and Company Warrant outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holderoptionee; (ii) the number of shares of Company Common Stock subject to such Company Option or Company WarrantOption; (iii) the exercise price of such Company Option or Company WarrantOption; (iv) the date on which such Company Option was granted or assumed; (v) the vesting schedule of such Company Option, and the extent to which such Company Option is vested as of the date of this Agreement; and (vi) the date on which such Company Option or Company Warrant expires; and (vi) with respect to any officer of the Company or any of its Subsidiaries who is subject to Section 16 of the Exchange Act, whether the exercisability of such Company Option or Company Warrant will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. Company has made available to Parent an accurate and complete copies copy of the Company Stock Option Plans and the Company ESPP and the form of all stock option agreements evidencing Company Options. There are no options outstanding to purchase shares of Company Common Stock other than pursuant to the Company Stock Option Plans. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There will be no acceleration of vesting of the Company Options at the Effective Time or as a result of the Merger or the transactions contemplated hereby or the occurrence of any subsequent event (such as the termination of employment of the option holder following consummation of the Merger). There are no Contracts of any character to which Company is bound obligating Company to accelerate the vesting of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent event). There are no outstanding or authorized stock appreciation, profit participation, “phantom stock,” or other similar plans or Contracts with respect to Company or any of its subsidiaries. A list of the holders of warrants to purchase capital stock of Company is set forth in Part 2.2(b) of the Company Disclosure Letter together with (i) the name and address of the holder of such warrant, (ii) the number of shares and the vesting schedule of the warrants held by each, (iii) the per share exercise price of such warrant, (iv) the date on which such warrant was purchased or granted, and (v) the applicable vesting schedule. (c) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instrumentsContracts pursuant to which such securities were issued. 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, judgment, injunction, order, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined in Section 2.4).

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 350,000,000 50,000,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 17,881,594 shares issued and outstanding as of February 18, 2002, and 1,000,000 shares of preferred stock, $0.10 per share (the "Company Preferred Stock"), of which there are no shares issued and outstanding. As of the date of this Agreement, there are no shares of Company Common Stock and no shares of Company Preferred Stock held in treasury by the Company. (b) As of the close of business on April 6February 15, 20012002, and 5,000,000 3,398,162 shares of Preferred Stock, par value $0.001 per share, of which Company Common Stock and no shares of Company Preferred Stock are issued subject to issuance pursuant to outstanding options to purchase Company Common Stock under the Company Stock Option Plans, option agreements, or outstandingotherwise (collectively, the "Company Options") and upon the Roche Conversion. Section 3.2(b) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option outstanding as of the date of this Agreement: (i) the name of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Option; (iii) the exercise price of such Company Option; (iv) the date on which such Company Option was granted or assumed; and (v) the date on which such Company Option expires. The Company has made available to Parent an accurate and complete copy of the Company Stock Option Plans and the standard forms of stock option agreements evidencing Company Options. There are no options or warrants outstanding to purchase shares of Company Common Stock or shares of Company Preferred Stock other than pursuant to the Transaction Option Agreement and the Company Stock Option Plans. (c) All outstanding shares of Company Common Stock are and Company Preferred Stock, all shares of Company Common Stock which may be issued pursuant to the exercise of the Company Options and upon the Roche Conversion will be, when issued, duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or 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 close of business on April 6, 2001, there are no shares of Company Common Stock held in treasury by the Company. No material change in such capitalization has occurred between December 31, 2000 and the date of this Agreement. (b) As of the close of business on April 6, 2001, (i) 26,569,623 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options to purchase Company Common Stock for a weighted average aggregate exercise price of approximately $12.53, (ii) 2,203,008 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants. Part 2.2(b) of the Company Disclosure Letter sets forth the following information with respect to each Company Option and Company Warrant outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holder; (ii) the number of shares of Company Common Stock subject to such Company Option or Company Warrant; (iii) the exercise price of such Company Option or Company Warrant; (iv) the date on which such Company Option was granted or assumed; (v) the date on which such Company Option or Company Warrant expires; and (vi) with respect to any officer of the Company or any of its Subsidiaries who is subject to Section 16 of the Exchange Act, whether the exercisability of such Company Option or Company Warrant will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. Company has made available to Parent an accurate and complete copies of the and the form of all stock option agreements evidencing Company Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock and Company Preferred Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each U.S. subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined in Section 2.43.4). There are no outstanding bonds, debentures, notes or other indebtedness or debt securities of the Company which require consent for any actions contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreement or which have the right to vote (or are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 350,000,000 50,000,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 13,247,566 shares issued and outstanding as of the close of business on April 6July 31, 20012007 (including 50,000 shares of Company Restricted Stock), and 5,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $0.001 per sharepar value, of which no shares are issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or 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 close date of business on April 6, 2001this Agreement, there are no shares of Company Common Stock held in treasury by the Company. No material change From and after the Effective Time, the shares of Parent Common Stock issued in exchange for any shares of Company Restricted Stock will, without any further act of Parent, the Company or any other person, become subject to the restrictions, conditions and other provisions of such capitalization has occurred between December 31Company Restricted Stock, 2000 and Parent will automatically succeed to and become entitled to exercise the date of this AgreementCompany’s rights and remedies under such Company Restricted Stock. (b) As of the close of business on April 6July 31, 20012007, (i) 26,569,623 1,489,583 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options to purchase Company Common Stock for a weighted average an aggregate exercise price of approximately $12.535,951,945.10, and (ii) 2,203,008 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 1,223,767 shares of Company Common Stock are subject to issuance pursuant to outstanding Company WarrantsWarrants for an aggregate exercise price of $8,350,620.77. Part 2.2(b) of the Company Disclosure Letter Schedule sets forth the following information with respect to each Company Option Options and Company Warrant Warrants outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holder; (ii) the number of shares of Company Common Stock subject to Company Options or Company Warrants; (ii) the exercise prices of such Company Option Options or Company WarrantWarrants; (iii) the exercise price of dates on which such Company Option Options or Company WarrantWarrants were granted or assumed; (iv) the date on Company Option Plan pursuant to which such Company Option was granted or assumedOptions were granted; and (v) the date on which such Company Option or Company Warrant expires; whether, and (vi) with respect to any officer of the Company or any of its Subsidiaries who is subject to Section 16 of the Exchange Actwhat extent, whether the exercisability of such Company Option Options or Company Warrant Warrants will be accelerated in any way by upon consummation of the transactions contemplated by this Agreement, and indicates the extent Agreement or any termination of any such acceleration. employment thereafter. (c) The Company has made available to Parent an accurate and complete copies copy of the Company Option Plans and the each form of all stock option agreements agreement evidencing any Company OptionsOptions and an accurate and complete copy of each Company Warrant. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Part 2.2(b) of the Company Disclosure Schedule, 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 Option upon consummation of the Merger or any termination of employment thereafter. (cd) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants 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 material Legal Requirements and (ii) except as would not reasonably be expected to have a Material Adverse Effect on the Company, all material requirements set forth in applicable agreements or instruments. 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic (each, a “Governmental Entity (as defined in Section 2.4Entity”).

Company Capitalization. (a) The As of October 31, 2012, the authorized capital stock of the Company consists solely consisted of 350,000,000 (i) 12,500,000 shares of Company Common Stock, par value $0.001 per share, of which there 7,834,857 shares were 82,063,861 issued, 7,502,262 shares issued and were outstanding as (including 125,025 shares of the close of business on April 6, 2001unvested restricted stock), and 5,000,000 332,595 shares where held by the Company in treasury, (ii) 50,000,000 shares of Company Preferred Stock, par value $0.001 per share, of which no series had been designated or reserved, and of which no shares are were issued or and outstanding. All outstanding , and (iii) 596,962 shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject were issuable upon exercise of outstanding Company Options granted pursuant to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement or document to which Company is a party or by which it is boundStock Plans. As of Of the close of business on April 6, 2001, there are no shares of Company Common Stock held in treasury by outstanding at such date, a total of 125,025 shares were restricted stock issued under the CompanyCompany Stock Plans, of which none were then vested. No material change in such capitalization has occurred between December As of October 31, 2000 and the date of this Agreement. (b) As of the close of business on April 62012, 2001, (i) 26,569,623 there were 235,666 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options to purchase Company Common Stock for a weighted average aggregate exercise price of approximately $12.53, (ii) 2,203,008 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 shares of Company Common Stock are subject to issuance pursuant to outstanding Company WarrantsPlans. Part 2.2(bSection 4.7(a) of the Company Disclosure Letter sets forth the following information with respect to each a complete and correct list of all Company Option and Company Warrant outstanding Options as of October 31, 2012 with an exercise price less than or equal to the date of this Agreement: (i) Offer Price, including the name of the optionee or warrant holder; (ii) holder of each Company Option, the number of shares of Company Common Stock subject to each such Company Option or and the per share exercise price thereof. All outstanding shares of Company Warrant; Common Stock are validly issued, fully paid, nonassessable and free of any preemptive rights. (iiib) Since October 31, 2012, other than as set forth on the Company Disclosure Letter, the Company has not (i) issued any shares of Company Capital Stock other than pursuant to the exercise price of such Company Option Options or Company Warrant; (ivii) the date on which such Company Option was granted granted, committed to grant or assumed; (v) the date on which such Company Option otherwise created or Company Warrant expires; and (vi) assumed any obligation with respect to any officer Company Options or Company Restricted Stock. Section 4.7 of the Company Disclosure Letter contains a correct and complete list as of the date hereof of Company Options, Company Restricted Stock and any other equity based award granted under the Company Stock Plans, including the holder, date of grant, term, number of shares, and, where applicable, exercise price and vesting schedule. (c) Except as set forth in this Section 4.7 or Section 4.8(b), there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company or any of its Subsidiaries, (ii) no outstanding securities of the Company or any of its Subsidiaries who is subject convertible or exercisable into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company or any of its Subsidiaries, (iii) no outstanding options, warrants, rights or other commitments or agreements to Section 16 acquire from the Company or any of its Subsidiaries, or that obligates the Company or any of its Subsidiaries 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 or any of its Subsidiaries, (iv) no obligations of the Exchange ActCompany or any of its Subsidiaries to grant, whether 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 exercisability Company or any of such its Subsidiaries (the items in clauses (i), (ii), (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Option Securities”) and (v) no stock appreciation rights, “phantom” stock AGREEMENT AND PLAN OF MERGER rights, performance units or Company Warrant will be accelerated in any way other obligations by the transactions contemplated by this Agreement, and indicates Company or any of its Subsidiaries to make any payments based on the extent price or value of any such accelerationCompany Securities. Neither the Company has made available nor any of its Subsidiaries is a party to Parent an accurate and complete copies any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, except in connection with the and the form of all stock option agreements evidencing Company Options. All shares repurchase or acquisition of Company Common Stock subject pursuant to issuance (A) the terms of the Company Stock Plan or (B) in the ordinary course of business consistent with past practice. Except as aforesaidset forth above, upon issuance the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the Company Stockholders on any matter. (d) Each Company Option (i) was granted in compliance in all material respects with all applicable Laws and all of the terms and conditions specified in of the instruments Company Stock Plan pursuant to which they are issuable, will be duly authorized, validly it was issued, fully paid (ii) has an exercise price per share equal to or greater than the fair market value of a share on the date of such grant, (iii) has a grant date identical to the date on which the Company Board or compensation committee actually awarded such Company Option, (iv) qualifies for the tax and nonassessableaccounting treatment afforded to such Company Option in the Company’s Tax Returns and the Company SEC Reports, respectively, and (v) complies in all material respects with the requirements of Section 409A of the Code. (ce) All outstanding shares Neither the Company nor any of Company Common Stockits Subsidiaries is a party to any agreement relating to the voting of, all outstanding Company Optionsrequiring registration of, all outstanding Company Warrants and all outstanding shares or granting any preemptive rights, anti-dilutive rights or rights of capital stock of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. For the purposes of this Agreement, "Legal Requirements" means any federal, state, local, municipal, foreign first refusal or other law, statute, constitution, principle similar rights with respect to any securities of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling the Company or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority any of any Governmental Entity (as defined in Section 2.4)its Subsidiaries.

Company Capitalization. (a) The authorized capital stock of Company consists solely of 350,000,000 50,000,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 23,912,106 shares issued and outstanding as of the close of business on April 6October 21, 20012003, and 5,000,000 2,000,000 shares of Preferred Stockpreferred stock, $.01 par value $0.001 per share, none of which no shares are issued or outstanding. All Each outstanding shares share of Company Common Stock are is duly authorized, validly issued, fully paid and nonassessable and are was not subject to issued in violation of any preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement or document to which Company is a party or by which it is bound. As of the close of business on April 6, 2001, there are no shares of Company Common Stock held in treasury by the Company. No material change in such capitalization has occurred between December 31, 2000 and the date of this Agreementsimilar rights. (b) As of the close date of business on April 6, 2001, this Agreement: (i) 26,569,623 4,068,687 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options to purchase Company Common options under Company's Amended and Restated 1992 Employee and Consultant Stock for a weighted average aggregate exercise price of approximately $12.53, Option and Incentive Plan; (ii) 2,203,008 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 937,875 shares of Company Common Stock are subject to issuance pursuant to outstanding options under Company's 2002 Employee and Consultant Stock Option and Incentive Plan; (iii) 62,500 shares of Company WarrantsCommon Stock are subject to issuance pursuant to outstanding options under Company's 1995 Directors Stock Option Plan; (iv) 100,000 shares of Company Common Stock are subject to issuance pursuant to outstanding options under Company's 2002 Directors Stock Option Plan, as amended and; (v) 421,598 shares of Company Common Stock are reserved for future issuance under Company ESPP. Part 2.2(b) of the Company Disclosure Letter sets forth the following information with respect to each Company Option and Company Warrant outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holderoptionee; (ii) the number of shares of Company Common Stock subject to such Company Option or Company WarrantOption; (iii) the exercise price of such Company Option or Company WarrantOption; (iv) the date on which such Company Option was granted or assumed; (v) the vesting schedule of such Company Option, and the extent to which such Company Option is vested as of the date of this Agreement; (vi) the date on which such Company Option or Company Warrant expires; and (vivii) with respect to any officer of the Company or any of its Subsidiaries who is subject to Section 16 of the Exchange Act, whether the exercisability of such Company Option or Company Warrant option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. Company has made available delivered to Parent an accurate and complete copies copy of Company Stock Option Plans, the and the standard form of all stock option agreements evidencing under each of Company OptionsStock Option Plans, and the option agreement for each Company Option that does not conform to the standard option agreement under the respective Company Stock Option Plan. There are no options outstanding to purchase shares of Company Common Stock other than Company Options and pursuant to Company's ESPP. All shares of Company Common Stock subject to issuance as aforesaidaforesaid in this Section 2.2(b), upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no Contracts (as defined below in Section 2.14) of any character to which Company is bound obligating Company to accelerate the vesting of any Company Option as a result of the Merger, except accelerated vesting pursuant to Company Stock Option Plans, and agreements evidencing acceleration of vesting for Company Options, all of which acceleration is described in Part 2.2(b) of the Company Disclosure Schedule. There are no outstanding or authorized stock appreciation, "phantom stock," or other similar plans or Contracts with respect to Company or any of its subsidiaries. At the Effective Time, the Company Options shall be terminated without further obligation or liability of Company, Parent or the Surviving Corporation. (c) All Except as set forth in Part 2.2(c) of the Company Disclosure Letter, all outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. For the purposes of this Agreement, "Legal RequirementsLEGAL 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority law of any Governmental Entity (as defined in Section 2.4), except where the failure to have been issued and granted in compliance with such securities laws and other requirements would not reasonably be expected to have a Material Adverse Effect on the Company.

Company Capitalization. (a) The authorized capital stock of Company consists solely of 350,000,000 50,000,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 23,912,106 shares issued and outstanding as of the close of business on April 6October 21, 20012003, and 5,000,000 2,000,000 shares of Preferred Stockpreferred stock, $.01 par value $0.001 per share, none of which no shares are issued or outstanding. All Each outstanding shares share of Company Common Stock are is duly authorized, validly issued, fully paid and nonassessable and are was not subject to issued in violation of any preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement or document to which Company is a party or by which it is bound. As of the close of business on April 6, 2001, there are no shares of Company Common Stock held in treasury by the Company. No material change in such capitalization has occurred between December 31, 2000 and the date of this Agreementsimilar rights. (b) As of the close date of business on April 6, 2001, this Agreement: (i) 26,569,623 4,068,687 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options to purchase Company Common options under Company’s Amended and Restated 1992 Employee and Consultant Stock for a weighted average aggregate exercise price of approximately $12.53, Option and Incentive Plan; (ii) 2,203,008 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 937,875 shares of Company Common Stock are subject to issuance pursuant to outstanding options under Company’s 2002 Employee and Consultant Stock Option and Incentive Plan; (iii) 62,500 shares of Company WarrantsCommon Stock are subject to issuance pursuant to outstanding options under Company’s 1995 Directors Stock Option Plan; (iv) 100,000 shares of Company Common Stock are subject to issuance pursuant to outstanding options under Company’s 2002 Directors Stock Option Plan, as amended and; (v) 421,598 shares of Company Common Stock are reserved for future issuance under Company ESPP. Part 2.2(b) of the Company Disclosure Letter sets forth the following information with respect to each Company Option and Company Warrant outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holderoptionee; (ii) the number of shares of Company Common Stock subject to such Company Option or Company WarrantOption; (iii) the exercise price of such Company Option or Company WarrantOption; (iv) the date on which such Company Option was granted or assumed; (v) the vesting schedule of such Company Option, and the extent to which such Company Option is vested as of the date of this Agreement; (vi) the date on which such Company Option or Company Warrant expires; and (vivii) with respect to any officer of the Company or any of its Subsidiaries who is subject to Section 16 of the Exchange Act, whether the exercisability of such Company Option or Company Warrant option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. Company has made available delivered to Parent an accurate and complete copies copy of Company Stock Option Plans, the and the standard form of all stock option agreements evidencing under each of Company OptionsStock Option Plans, and the option agreement for each Company Option that does not conform to the standard option agreement under the respective Company Stock Option Plan. There are no options outstanding to purchase shares of Company Common Stock other than Company Options and pursuant to Company’s ESPP. All shares of Company Common Stock subject to issuance as aforesaidaforesaid in this Section 2.2(b), upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no Contracts (as defined below in Section 2.14) of any character to which Company is bound obligating Company to accelerate the vesting of any Company Option as a result of the Merger, except accelerated vesting pursuant to Company Stock Option Plans, and agreements evidencing acceleration of vesting for Company Options, all of which acceleration is described in Part 2.2(b) of the Company Disclosure Schedule. There are no outstanding or authorized stock appreciation, “phantom stock,” or other similar plans or Contracts with respect to Company or any of its subsidiaries. At the Effective Time, the Company Options shall be terminated without further obligation or liability of Company, Parent or the Surviving Corporation. (c) All Except as set forth in Part 2.2(c) of the Company Disclosure Letter, all outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority law of any Governmental Entity (as defined in Section 2.4), except where the failure to have been issued and granted in compliance with such securities laws and other requirements would not reasonably be expected to have a Material Adverse Effect on the Company.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 350,000,000 30,000,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 9,569,041 shares issued and outstanding as of the close of business on April 6December 16, 20012005, and 5,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $0.001 0.01 per share, of which no shares are issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to any preemptive rights created by statute, the Certificate of Incorporation or 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 close date of business on April 6, 2001this Agreement, there are no 913,400 shares of Company Common Stock held in treasury by the Company. No material change Company ("TREASURY STOCK"), which Treasury Stock shall be canceled by the Company as of immediately prior to the Effective Time in such capitalization has occurred between December 31, 2000 and the date of this Agreementaccordance with Section 6.12 hereof. (b) As of the close of business on April 6December 16, 20012005, (i) 26,569,623 3,006,446 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options to purchase Company Common Stock for a weighted average an aggregate exercise price of approximately $12.5316,011,073, (ii) 2,203,008 3,278,475 shares of Company Common Stock are reserved for future issuance under the Company ESPP, Option Plans and (iii) 145,123 1,125,000 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants. Part 2.2(b3.2(b) of the Company Disclosure Letter Schedule sets forth the following information with respect to each Company Option and each Company Warrant outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holder; (ii) the number of shares of Company Common Stock subject to such Company Option or Company Warrant; (iii) the exercise price of such Company Option or Company Warrant; (iv) the date on which such Company Option or Company Warrant was granted or assumed; (v) the date on which such Company Option or Company Warrant expires; and , (vi) with respect to any officer of the Company or any of its Subsidiaries who is subject Option Plan pursuant to Section 16 of the Exchange Actwhich such Company Option was granted, and (vii) whether the exercisability of such Company Option or Company Warrant will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. The Company has delivered or made available to Parent an accurate and complete copies of the Company Option Plans and the each form of all stock option agreements agreement evidencing any Company OptionsOptions and an accurate and complete copy of each Company Warrant. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Part 3.2(b) of the Company Disclosure Schedule, 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 Option or Company Warrant as a result of the Offer or the Merger. (c) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. For the purposes of this Agreement, "Legal RequirementsLEGAL 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity federal, state or foreign court, administrative agency or commission or other governmental authority or instrumentality (as defined in Section 2.4each, a "GOVERNMENTAL ENTITY").

Company Capitalization. (a) The authorized capital stock of Company consists solely of 350,000,000 100,000,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 22,636,902 shares issued and outstanding as of the close of business on April 6May 16, 20012000, and 5,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $0.001 per share, of which no shares are issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement or document to which Company is a party or by which it is bound. As of the close date of business on April 6, 2001this Agreement, there are no shares of Company Common Stock held in treasury by the Company. No material change From and after the Effective Time, the shares of Parent Common Stock issued in exchange for any shares of Company Restricted Stock will, without any further act of Parent, Company or any other person, become subject to the restrictions, conditions and other provisions of such capitalization has occurred between December 31Company Restricted Stock, 2000 and the date of this AgreementParent will automatically succeed to and become entitled to exercise Company's rights and remedies under such Company Restricted Stock. (b) As of the close of business on April 6May 19, 20012000, (i) 26,569,623 4,258,687 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options options to purchase Company Common Stock for a weighted average aggregate exercise price of approximately $12.53under the Company Stock Option Plan, the Oberon 1990 Plan, the Oberon 1998 Plan (collectively, the "Company Options"), and (ii) 2,203,008 1,500,000 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants. Part 2.2(b3.2(b) of the Company Disclosure Letter sets forth the following information with respect to each Company Option and Company Warrant outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holderoptionee; (ii) the number of shares of Company Common Stock subject to such Company Option or Company WarrantOption; (iii) the exercise price of such Company Option or Company WarrantOption; (iv) the date on which such Company Option was granted or assumed; (v) the date on which such Company Option or Company Warrant expires; expires and (vi) with respect to any officer of the Company or any of its Subsidiaries who is subject to Section 16 of the Exchange Act, whether the exercisability of such Company Option or Company Warrant option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. Company has made available to Parent an accurate and complete copies copy of the Company Stock Option Plan, the Oberon 1990 Plan, the Oberon 1998 Plan, the Company ESPP and the form standard forms of all stock option agreements evidencing Company Options. There are no options outstanding to purchase shares of Company Common Stock other than pursuant to the Company Stock Option Plans. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined in Section 2.43.4).

Company Capitalization. (a). (a) The authorized registered (authorized) share capital stock of the Company consists solely of 350,000,000 shares of NIS 13,000,000 divided into 32,500,000 Company Common StockShares, NIS 0.40 par value $0.001 per share, of which there were 82,063,861 shares issued and outstanding as of . At the close of business on April 6February 19, 20012019 (the “Capitalization Date”), (i) 21,855,004 Company Shares were issued and outstanding, (ii) 0 Company Shares were held by the Company in its treasury, (iii) there were outstanding Company Options to purchase 787,328 Company Shares, 1,490,448 outstanding Company RSUs and 570,846 Company Shares reserved for future grants under the Company Share Plans, and 5,000,000 shares (iv) there were outstanding Rights (as defined in the Rights Agreement). Except as set forth above, at the close of Preferred Stockbusiness on the Capitalization Date, par value $0.001 per share, of which no shares are issued or other voting securities of the Company were issued, reserved for issuance or outstanding. All outstanding Company Shares are, and all such shares of Company Common Stock are that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and paid, nonassessable and are not subject to free of any preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement or document to which Company is a party or by which it is bound. As of the close of business on April 6, 2001, there are no shares of Company Common Stock held in treasury by the Company. No material change in such capitalization has occurred between December 31, 2000 and the date of this Agreementrights. (b) As of the close of business on April 6, 2001, (i) 26,569,623 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options to purchase Company Common Stock for a weighted average aggregate exercise price of approximately $12.53, (ii) 2,203,008 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants. Part 2.2(bSection 3.5(b) of the Company Disclosure Letter sets forth the following information with respect to lists each Company Option and Company Warrant RSU outstanding as of the Capitalization Date, the vesting schedule and number of each that are vested and unvested, the Company Share Plan under which such Company Option or Company RSU was issued, the number of Company Shares issuable thereunder and the exercise price (if applicable). (c) Except as set forth in this ‎‎Section 3.5, at the close of business on the Capitalization Date, there are (i) no outstanding shares of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company or its Subsidiaries convertible into or exchangeable for shares of, or other equity or voting interest in, the Company, (iii) no outstanding options, warrants, calls, stock appreciation rights, phantom stock, rights or other Contracts to acquire from the Company or its Subsidiaries, or that obligates the Company or its Subsidiaries to issue, any shares of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of, or other equity or voting interest in, the Company, (iv) no obligations of the Company or its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any shares of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the share capital of the Company and Company Options, being referred to collectively as “Company Securities”) and (v) no other obligations by the Company or its Subsidiaries to make any payments based on the price or value of any Company Securities. (d) The aggregate consideration payable for Company Shares, Company Options and Company RSUs outstanding as of the date hereof under ARTICLE II (and, for the sake of clarity, excluding any Contingent RSU Consideration payable hereunder and any amount payable with respect to such securities if and to the extent permitted under Section 5.1 of the Company Disclosure Letter) shall not exceed $551,563,909 (“Aggregate Consideration”), with such Aggregate Consideration consisting of amounts not to exceed (1) $513,592,594 with respect to holders of the Company Shares outstanding as of the date hereof, (2) $11,211,367 with respect to holders of Company Options outstanding as of the date hereof and (3) $26,759,948 with respect to holders of Company RSUs outstanding as of the date hereof; provided, that, the Company shall not be deemed to have breached this Section 3.5(d) (A) solely by virtue of proper exercises of Company Options and/or vesting of Company RSUs outstanding as of the date of this Agreement: Agreement in accordance with their terms, so long as the net effect of such exercise or vesting does not increase the Aggregate Consideration (i) after taking into account the name payment of the optionee or warrant holder; (ii) the number of shares of Company Common Stock subject to such Company Option or Company Warrant; (iii) the exercise price of the Company Options and the impact of any net settlement of Company Options), (B) to the extent there are changes to the relative portion of the Aggregate Consideration set forth in each of clauses (i), (ii) and (iii) of this Section 3.5(c), so long as such changes do not increase the Aggregate Consideration (after taking into account the payment of the exercise price of the Company Option Options to the Company) or (C) for the sake of clarity, by virtue of changes in the amount of the Contingent RSU Consideration as a result of the vesting of Company Warrant; (iv) RSUs following the date on which such hereof. (e) Other than the Charter Documents and the Rights Agreement, the Company Option was granted is not a party to any agreement relating to the voting of, requiring registration of, or assumed; (v) the date on which such Company Option granting any preemptive rights, anti-dilutive rights or Company Warrant expires; and (vi) rights of first refusal or other similar rights with respect to any officer securities of the Company or any of its Subsidiaries who is subject to Section 16 of the Exchange Act, whether the exercisability of such Company Option or Company Warrant will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. Company has made available to Parent an accurate and complete copies of the and the form of all stock option agreements evidencing Company Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessableCompany. (c) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined in Section 2.4).

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 350,000,000 25,000,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 15,681,174 shares issued and outstanding as of the close of business on April 6May 31, 20012007, and 5,000,000 shares of Preferred Stockpreferred stock, no par value $0.001 per sharevalue, of which no shares are issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate Articles of Incorporation or 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 close date of business on April 6, 2001this Agreement, there are no shares of Company Common Stock held in treasury by the Company. No material change From and after the Effective Time, the shares of Parent Common Stock issued in exchange for any shares of Company Restricted Stock will, without any further act of Parent, the Company or any other person, become subject to the restrictions, conditions and other provisions of such capitalization has occurred between December 31Company Restricted Stock, 2000 and Parent will automatically succeed to and become entitled to exercise the date of this AgreementCompany's rights and remedies under such Company Restricted Stock. (b) As of the close of business on April 6May 31, 20012007, (i) 26,569,623 1,750,015 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options to purchase Company Common Stock for a weighted average an aggregate exercise price of approximately $12.5319,326,064.39, (ii) 2,203,008 no shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants and (iii) 92,674 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants. Part 2.2(b) of the Company Disclosure Letter Schedule sets forth the following information with respect to each Company Option Options and Company Warrant Warrants outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holder; (ii) the number of shares of Company Common Stock subject to Company Options or Company Warrants; (ii) the exercise prices of such Company Option Options or Company WarrantWarrants; (iii) the exercise price of dates on which such Company Option Options or Company WarrantWarrants were granted or assumed; (iv) the date on Company Option Plan pursuant to which such Company Option was granted or assumedOptions were granted; and (v) the date on which such Company Option or Company Warrant expires; whether, and (vi) with respect to any officer of the Company or any of its Subsidiaries who is subject to Section 16 of the Exchange Actwhat extent, whether the exercisability of such Company Option Options or Company Warrant Warrants will be accelerated in any way by upon consummation of the transactions contemplated by this Agreement, and indicates the extent Agreement or any termination of any such acceleration. employment thereafter. (c) The Company has made available to Parent an accurate and complete copies copy of the Company Option Plans and the each form of all stock option agreements agreement evidencing any Company OptionsOptions and an accurate and complete copy of each Company Warrant. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Part 2.2(b) of the Company Disclosure Schedule, 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 Option upon consummation of the Merger or any termination of employment thereafter. (cd) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants 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 material Legal Requirements and (ii) except as would not reasonably be expected to have a Material Adverse Effect on the Company, all material requirements set forth in applicable agreements or instruments. For the purposes of this Agreement, "Legal RequirementsLEGAL 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic (as defined in Section 2.4each, a "GOVERNMENTAL ENTITY").

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 350,000,000 (i) 200,000,000 shares of Company Common Stock and (ii) 5,000,000 shares of Company Preferred Stock, par value $0.001 per share, of which there were 82,063,861 shares issued and outstanding as . As of the close of business on April 6May 2, 20012014, and 5,000,000 (1) 78,935,852 shares of Preferred StockCompany Common Stock were issued and outstanding and 7,607,273 shares of Company Common Stock were issuable upon exercise of outstanding Company Options, par value $0.001 per sharewhether granted pursuant to the Company Stock Plan or otherwise, of which (2) no shares are of Company Preferred Stock were issued and outstanding and (3) 10,400,000 shares of Company Common Stock were reserved for issuance under the Company Stock Plan (which number includes the shares of Company Common Stock issued to date or outstandingissuable upon exercise of outstanding Company Options, as described in clause (1)). All outstanding shares of Company Common Stock are are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and paid, nonassessable and are free of any preemptive rights, right of repurchase, right of participation, right of maintenance, right of first refusal, or similar rights and not subject to preemptive rights created by statute, the Certificate of Incorporation any vesting conditions or Bylaws of Company or any agreement or document to which Company is a party or by which it is bound. As of the close of business on April 6, 2001, there are no shares of Company Common Stock held in treasury by the Company. No material change in such capitalization has occurred between December 31, 2000 and the date of this Agreementforfeiture restrictions. (b) As of Since December 31, 2013, the close of business on April 6, 2001, Company has not (i) 26,569,623 issued any shares of Company Common Capital Stock are subject to issuance other than pursuant to outstanding the exercise of Company Options to purchase Company Common Stock for a weighted average aggregate exercise price of approximately $12.53, or (ii) 2,203,008 shares of granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Common Stock are reserved for future issuance under Options, stock appreciation rights, phantom stock or other rights or other commitments or agreements to acquire from the Company ESPPor that obligates the Company to issue, and (iii) 145,123 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrantsany capital stock of, or other Equity Interest or voting interest in, the Company. Part 2.2(bSection 4.7(b) of the Company Disclosure Letter sets forth the following information forth, with respect to each Company Option and Company Warrant outstanding as of the date of this Agreement: Option, (i1) the name of each holder of such Company Option and an indication of whether such holder is a current or former employee, director or consultant of the optionee Company or warrant holder; its Subsidiaries, (ii2) the date each such Company Option was granted, (3) the number of shares of Company Common Stock subject to each such Company Option or Option, (4) the expiration date of each such Company Warrant; Option, (iii5) the exercise price of each such Company Option, (6) whether each such Company Option was granted under the Company Stock Plan and (7) whether or not each such Company Warrant; Option is intended to qualify as an “incentive stock option” under Section 422 of the Code. (c) Except as set forth in this Section 4.7, there are (i) no outstanding shares of capital stock of, or other Equity Interest or voting interest in, the Company, (ii) no outstanding securities of the Company or its Subsidiaries convertible into or exchangeable for shares of capital stock of, or other Equity Interest or voting interest in, the Company, (iii) no outstanding options, stock appreciation rights, warrants, phantom stock, rights or other commitments or agreements to acquire from the Company or any of its Subsidiaries, or that obligates the Company or any of its Subsidiaries to issue, transfer or sell, or cause to be issued, transferred or sold, any capital stock of, or other Equity Interest or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other Equity Interest or voting interest in, the Company, (iv) no obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other Equity Interest or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Company Securities”) 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. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligates the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Section 4.7(c) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the immediately available cash held by the Company and its Subsidiaries free of any Lien in bank accounts of the Company or its Subsidiaries, net of all Indebtedness outstanding as of the date hereof and any issued but uncleared checks and drafts, in each case on a consolidated basis. (d) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any securities of the Company. (e) With respect to the Company Options, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a material impact on the Company or its Subsidiaries, (i) each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Company Option was made in accordance with the terms of the Company Stock Plan, the Exchange Act and all other applicable Laws and regulatory rules or requirements, including the rules of Nasdaq and any other exchange on which Seller securities are traded and (iii) the per share exercise price of each Company Option was not less than the fair market value (within the meaning of Section 409A of the Code or, if intended to qualify as an incentive stock option, within the meaning of Section 422 of the Code) of a share of Company Common Stock on the date on which such Company Option was granted granted. The Company has not knowingly granted, and there is no and has been no policy or assumed; (v) the date on which such Company Option or Company Warrant expires; and (vi) with respect to any officer practice of the Company of granting, Company Options prior to, or any otherwise coordinating the grant of Company Options with, the release or other public announcement of material information regarding the Company or its Subsidiaries who is subject to Section 16 or their results of the Exchange Act, whether the exercisability of such Company Option operations or Company Warrant will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such accelerationprospects. The Company has delivered or otherwise made available to Parent an accurate and complete copies of all equity plans covering the Company Options and the form forms of all stock option agreements evidencing such Company Options. All Options and any award agreement evidencing any Company Option that contains material terms that are inconsistent with, or in addition to, such forms (except with respect to the number of shares of Company Common Stock subject to issuance covered thereby, the grant date, the exercise price, the vesting schedule or the expiration date, as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined in Section 2.4applicable).

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 350,000,000 7,500,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 2,718,664 shares issued and outstanding as of the close of business on April 6September [23], 20012004, and 5,000,000 500,000 shares of Preferred Stockpreferred stock, par value $0.001 per share, of which no shares are issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or 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 close date of business on April 6, 2001this Agreement, there are no shares of Company Common Stock held in treasury by the Company. No material change in such capitalization has occurred between December 31, 2000 and the date of this Agreement. (b) As of the close of business on April 6September 23, 20012004, (i) 26,569,623 366,134 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options to purchase Company Common Stock for a weighted average an aggregate exercise price of approximately $12.532,600,357.81, (ii) 2,203,008 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 223,513 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants; and (iii) 122,997 shares of Company Common Stock are reserved for future issuance under the Company's 1999 Employee Stock Purchase Plan (the "COMPANY ESPP"). Part 2.2(b) of the Company Disclosure Letter Schedule sets forth the following information with respect to each Company Option and each Company Warrant outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holder; (ii) the number of shares of Company Common Stock subject to such Company Option or Company Warrant; (iii) the exercise price of such Company Option or Company Warrant; (iv) the date on which such Company Option or Company Warrant was granted or assumed; (v) the date on which such Company Option or Company Warrant expires; and , (vi) with respect to any officer of the Company or any of its Subsidiaries who is subject Option Plan pursuant to Section 16 of the Exchange Actwhich such Company Option was granted, and (vii) whether the exercisability of such Company Option or Company Warrant will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. The Company has made available delivered to Parent an accurate and complete copies of the Company Option Plans and the each form of all stock option agreements agreement evidencing any Company OptionsOptions and an accurate and complete copy of each Company Warrant. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Part 2.2(b) of the Company Disclosure Schedule, 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 Option or Company Warrant as a result of the Merger. (c) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. For the purposes of this Agreement, "Legal RequirementsLEGAL 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic (as defined in Section 2.4each, a "GOVERNMENTAL ENTITY").

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 350,000,000 50,000,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 23,855,394 shares issued and outstanding as of the close of business on April 6August 9, 20012004, and 5,000,000 15,000,000 shares of Preferred Stockpreferred stock, par value $0.001 per share, of which no shares are issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate Articles of Incorporation or 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 close date of business on April 6, 2001this Agreement, there are no shares of Company Common Stock held in treasury by the Company. No material change From and after the Effective Time, the shares of Parent Common Stock issued in exchange for any shares of Company Restricted Stock will, without any further act of Parent, the Company or any other person, become subject to the restrictions, conditions and other provisions of such capitalization has occurred between December 31Company Restricted Stock, 2000 and Parent will automatically succeed to and become entitled to exercise the date of this AgreementCompany’s rights and remedies under such Company Restricted Stock. (b) As of the close of business on April 6August 9, 20012004, (i) 26,569,623 5,656,162 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options to purchase Company Common Stock for a weighted average an aggregate exercise price of approximately $12.5325,669,491.56, (ii) 2,203,008 11,921 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants; and (iii) 1,060,358 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants. Part 2.2(b) of the Company Disclosure Letter Schedule sets forth the following information with respect to each Company Option and each Company Warrant outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holder; (ii) the number of shares of Company Common Stock subject to such Company Option or Company Warrant; (iii) the exercise price of such Company Option or Company Warrant; (iv) the date on which such Company Option or Company Warrant was granted or assumed; (v) the date on which such Company Option or Company Warrant expires; and , (vi) with respect to any officer of the Company or any of its Subsidiaries who is subject Option Plan pursuant to Section 16 of the Exchange Actwhich such Company Option was granted, and (vii) whether the exercisability of such Company Option or Company Warrant will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. The Company has made available delivered to Parent an accurate and complete copies copy of the Company Option Plans and the each form of all stock option agreements agreement evidencing any Company OptionsOptions and an accurate and complete copy of each Company Warrant. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements . Except as set forth in applicable Part 2.2(b) of the Company Disclosure Schedule, there are no commitments or agreements or instruments. 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option as defined in Section 2.4)a result of the Merger.

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 350,000,000 67,373,474 shares of Series A Common Stock, of which 289 shares are issued and outstanding on the date of this Agreement, 12,371,534 shares of Series B Common Stock, of which 10,670,452 shares are issued and outstanding on the date of this Agreement, 246 shares of Series A-1 Preferred Stock, 442 shares of Series A-2 Preferred Stock and 736 shares of Series A-3 Preferred Stock, all of which shares of Series A Preferred Stock are issued and outstanding on the date of this Agreement, and 55,000,000 shares of Series B Preferred Stock, of which 51,297,521 shares are issued and outstanding on the date of this Agreement. Except as aforesaid, there are no other authorized, issued or outstanding shares of capital stock of the Company. The outstanding shares of Company Common Stock, par value $0.001 per share, Stock are held of which there were 82,063,861 shares issued and outstanding as record by the Company Stockholders in the amounts set forth opposite their respective names in Part 3.2(a) of the close of business on April 6, 2001, and 5,000,000 shares of Preferred Stock, par value $0.001 per share, of which no shares are issued or outstandingCompany Disclosure Schedule. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or 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 close of business on April 6, 2001, there There are no shares of Company Common Stock held in treasury by the Company. No material change in such capitalization has occurred between December 31, 2000 and the date of this Agreement. (b) As of the close of business on April 6, 2001, (i) 26,569,623 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options to purchase Company Common Stock for a weighted average aggregate exercise price of approximately $12.53, (ii) 2,203,008 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants. Part 2.2(b3.2(b) of the Company Disclosure Letter Schedule sets forth the following information with respect to each Company Option and Company Warrant outstanding as of on the date of this Agreement: (i) the name of the optionee or warrant holderoptionee; (ii) the number and type of shares of Company Common Stock subject to such Company Option or Company WarrantOption; (iii) the exercise price of such Company Option or Company WarrantOption; (iv) the date on which such Company Option was granted or assumed; (v) the date on which such Company Option or Company Warrant expires; and , (vi) with respect to any officer of the Company or any of its Subsidiaries who is subject Option Plan pursuant to Section 16 of the Exchange Actwhich such Company Option was granted, and (vii) whether the exercisability of such Company Option or Company Warrant will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. The Company has made available delivered to Parent an accurate and complete copies of the each Company Option Plan and the each form of all stock option agreements agreement evidencing any Company Options. All shares Except as set forth in Part 3.2(b) of the Company Common Stock subject to issuance as aforesaidDisclosure Schedule, upon issuance on the terms and conditions specified in the instruments pursuant there are no commitments or agreements of any character to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessablethe Company is bound obligating the Company to accelerate the vesting of any Company Option as a result of any of the transactions contemplated hereby. (c) All outstanding shares necessary action has been taken to cause the termination or expiration of all Company Common StockOptions no later than immediately before the Effective Time, all outstanding including the acceleration of vesting, provision of notice of acceleration and the provision of an opportunity to each holder of a Company OptionsOption to exercise such option in full, all outstanding in each case in accordance with Section 19 of the Company Warrants and all outstanding shares of capital stock Option Plan. The Company has provided to Parent copies of each subsidiary such notice provided to each holder of a Company Option. (d) The Company has delivered to Parent accurate and complete copies of all warrants to purchase securities of the Company issued by the Company since its inception. All such warrants have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined in Section 2.4)expired.

Company Capitalization. (a) The authorized capital stock of Company consists solely of 350,000,000 210,000,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 36,166,801 shares issued and outstanding as of the close of business on April 6March 3, 20012000, and 5,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $0.001 per share, of which no shares are issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement or document to which Company is a party or by which it is bound. As of the close date of business on April 6, 2001this Agreement, there are no shares of Company Common Stock held in treasury by the Company. No material change From and after the Effective Time, the shares of Parent Common Stock issued in exchange for any shares of Company Restricted Stock will, without any further act of Parent, the Company or any other person, become subject to the restrictions, conditions and other provisions of such capitalization has occurred between December 31Company Restricted Stock, 2000 and Parent will automatically succeed to and become entitled to exercise the date of this AgreementCompany's rights and remedies under such Company Restricted Stock. (b) As of the close of business on April 6March 3, 20012000, (i) 26,569,623 4,076,097 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options options to purchase Company Common Stock under the Company Stock Option Plan ("Company Options") for a weighted average aggregate exercise price of approximately $12.5375.43, (ii) 2,203,008 457,370 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 500,000 shares of Company Common Stock are subject to reserved for future issuance pursuant to outstanding Company Warrantsunder the Company's 401(k) Plan. Part 2.2(b) of the Company Disclosure Letter sets forth the following information with respect to each Company Option and Company Warrant outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holderoptionee; (ii) the number of shares of Company Common Stock subject to such Company Option or Company WarrantOption; (iii) the exercise price of such Company Option or Company WarrantOption; (iv) the date on which such Company Option was granted or assumed; (v) the date on which such Company Option or Company Warrant expires; expires and (vi) with respect to any officer of the Company or any of its Subsidiaries who is subject to Section 16 of the Exchange Act, whether the exercisability of such Company Option or Company Warrant option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. Company has made available to Parent an accurate and complete copies copy of the Company Stock Option Plan and the form of all stock option agreements evidencing Company Options. There are no options outstanding to purchase shares of Company Common Stock other than pursuant to the Company Stock Option Plan. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined in Section 2.4).

Company Capitalization. (a) The authorized capital stock of Company consists solely of 350,000,000 100,000,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 26,346,281 shares issued and outstanding as of the close of business on April 6May 18, 2001, and 5,000,000 2,000,000 shares of Preferred Stockpreferred stock, par value $0.001 .01 per share, of which no shares are issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement or document to which Company is a party or by which it is bound. As of the close date of business on April 6, 2001this Agreement, there are no shares of Company Common Stock held in treasury by the Company. No material change in Company has no outstanding shares of Company Common Stock that are unvested or are subject to a repurchase option, risk of forfeiture or other condition providing that such capitalization shares may be forfeited or repurchased by Company upon any termination of stockholders' employment, directorship or other relationship with Company or any of its subsidiaries under the terms of any restricted stock purchase agreement or other agreement with Company. Company has occurred between December 31, 2000 and the date of this Agreementno phantom stock or similar rights outstanding. (b) As of the close of business on April 6May 18, 2001, (i) 26,569,623 3,548,880.75 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options options to purchase Company Common Stock for a weighted average aggregate exercise price under the Company Option Plans and any other agreement of approximately $12.53the Company pursuant to which the Company has granted an option, each of which is set forth on Part 3.02(b) of the Company Disclosure Letter (collectively, the "Non-Plan Option Agreements") (collectively, the "Company Options"), and (ii) 2,203,008 914,175 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants. Part 2.2(b3.02(b) of the Company Disclosure Letter sets forth the following information with respect to each Company Option and Company Warrant outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holderoptionee; (ii) the number of shares of Company Common Stock subject to such Company Option or Company WarrantOption; (iii) the exercise price of such Company Option or Company WarrantOption; (iv) the date on which such Company Option was granted or assumed; (v) the date on which such Company Option or Company Warrant expires; expires and (vi) with respect to any officer of the Company or any of its Subsidiaries who is subject to Section 16 of the Exchange Act, whether the exercisability of such Company Option or Company Warrant option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. Company has made available to Parent an accurate and complete copies copy of each of the Company Option Plans, the Non-Plan Option Agreements, the Company ESPP and the form standard forms of all stock option agreements evidencing Company Options. There are no options outstanding to purchase shares of Company Common Stock other than pursuant to the Company Option Plans and the Non-Plan Option Agreements. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined in Section 2.43.04).

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 350,000,000 30,000,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 9,569,041 shares issued and outstanding as of the close of business on April 6December 16, 20012005, and 5,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $0.001 0.01 per share, of which no shares are issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to any preemptive rights created by statute, the Certificate of Incorporation or 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 close date of business on April 6, 2001this Agreement, there are no 913,400 shares of Company Common Stock held in treasury by the Company. No material change Company (“Treasury Stock”), which Treasury Stock shall be canceled by the Company as of immediately prior to the Effective Time in such capitalization has occurred between December 31, 2000 and the date of this Agreementaccordance with Section 6.12 hereof. (b) As of the close of business on April 6December 16, 20012005, (i) 26,569,623 3,006,446 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options to purchase Company Common Stock for a weighted average an aggregate exercise price of approximately $12.5316,011,073, (ii) 2,203,008 3,278,475 shares of Company Common Stock are reserved for future issuance under the Company ESPP, Option Plans and (iii) 145,123 1,125,000 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants. Part 2.2(b3.2(b) of the Company Disclosure Letter Schedule sets forth the following information with respect to each Company Option and each Company Warrant outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holder; (ii) the number of shares of Company Common Stock subject to such Company Option or Company Warrant; (iii) the exercise price of such Company Option or Company Warrant; (iv) the date on which such Company Option or Company Warrant was granted or assumed; (v) the date on which such Company Option or Company Warrant expires; and , (vi) with respect to any officer of the Company or any of its Subsidiaries who is subject Option Plan pursuant to Section 16 of the Exchange Actwhich such Company Option was granted, and (vii) whether the exercisability of such Company Option or Company Warrant will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. The Company has delivered or made available to Parent an accurate and complete copies of the Company Option Plans and the each form of all stock option agreements agreement evidencing any Company OptionsOptions and an accurate and complete copy of each Company Warrant. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Part 3.2(b) of the Company Disclosure Schedule, 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 Option or Company Warrant as a result of the Offer or the Merger. (c) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any federal, state or foreign court, administrative agency or commission or other governmental authority or instrumentality (each, a “Governmental Entity (as defined in Section 2.4Entity”).

Company Capitalization. (a) The authorized capital stock of Company consists solely of 350,000,000 210,000,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 36,166,801 shares issued and outstanding as of the close of business on April 6March 3, 20012000, and 5,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $0.001 per share, of which no shares are issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement or document to which Company is a party or by which it is bound. As of the close date of business on April 6, 2001this Agreement, there are no shares of Company Common Stock held in treasury by the Company. No material change From and after the Effective Time, the shares of Parent Common Stock issued in exchange for any shares of Company Restricted Stock will, without any further act of Parent, the Company or any other person, become subject to the restrictions, conditions and other provisions of such capitalization has occurred between December 31Company Restricted Stock, 2000 and Parent will automatically succeed to and become entitled to exercise the date of this AgreementCompany's rights and remedies under such Company Restricted Stock. (b) As of the close of business on April 6March 3, 20012000, (i) 26,569,623 4,076,097 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options options to purchase Company Common Stock under the Company Stock Option Plan ("Company Options") for a -8- weighted average aggregate exercise price of approximately $12.5375.43, (ii) 2,203,008 457,370 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 500,000 shares of Company Common Stock are subject to reserved for future issuance pursuant to outstanding Company Warrantsunder the Company's 401(k) Plan. Part 2.2(b) of the Company Disclosure Letter sets forth the following information with respect to each Company Option and Company Warrant outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holderoptionee; (ii) the number of shares of Company Common Stock subject to such Company Option or Company WarrantOption; (iii) the exercise price of such Company Option or Company WarrantOption; (iv) the date on which such Company Option was granted or assumed; (v) the date on which such Company Option or Company Warrant expires; expires and (vi) with respect to any officer of the Company or any of its Subsidiaries who is subject to Section 16 of the Exchange Act, whether the exercisability of such Company Option or Company Warrant option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. Company has made available to Parent an accurate and complete copies copy of the Company Stock Option Plan and the form of all stock option agreements evidencing Company Options. There are no options outstanding to purchase shares of Company Common Stock other than pursuant to the Company Stock Option Plan. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. (c) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined in Section 2.4).

Company Capitalization. (a) The authorized capital stock of Company consists solely of 350,000,000 40,000,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 8,890,695 shares issued and outstanding as of the close of business on April 6May 29, 2001, and 5,000,000 shares of Preferred Stock, par value $0.001 per share, of which no shares are issued or outstanding2003. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate Articles of Incorporation or Bylaws of Company or any agreement or document Contract to which Company is a party or by which it is bound. As of the close date of business on April 6, 2001this Agreement, there are no shares of Company Common Stock held in treasury by the Company. No material change in such capitalization has occurred between December 31, 2000 and the date of this Agreement. (b) As of the close of business on April 6, 2001date hereof, (i) 26,569,623 355,770 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options options to purchase Company Common Stock for a weighted average aggregate exercise price of approximately $12.53under the Company 1994 Option Plan, and (ii) 2,203,008 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 1,625,620 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company WarrantsCommon Stock under the Company 2001 Option Plan. Part 2.2(b) of the Company Disclosure Letter sets forth the following information with respect to each Company Option and Company Warrant outstanding as of the date of this Agreement: (i) whether such Company Option is an In-the-Money Option, (ii) the name of the optionee or warrant holderoptionee; (iiiii) the number of shares of Company Common Stock subject to such Company Option or Company WarrantOption; (iiiiv) the exercise price of such Company Option or Company WarrantOption; (ivv) the date on which such Company Option was granted or assumed; (vvi) the vesting schedule of such Company Option, and the extent to which such Company Option is vested as of the date of this Agreement; (vii) the date on which such Company Option or Company Warrant expires; and (viviii) with respect to any officer of the Company or any of its Subsidiaries who is subject to Section 16 of the Exchange Act, whether the exercisability or vesting of such Company Option or Company Warrant option will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. Company has made available to Parent an accurate and complete copies copy of the Company Option Plans and the form of all stock option agreements evidencing Company Options. There are no options outstanding to purchase shares of Company Common Stock other than pursuant to the Company Option Plans. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Other than as set forth on Part 2.2(b) of the Company Disclosure Letter, there are no Contracts of any character to which Company is bound obligating Company to accelerate the vesting of any Company Option as a result of the Merger. There are no outstanding or authorized stock appreciation, profit participation, “phantom stock,” or other similar plans or Contracts with respect to Company. (c) All outstanding shares of Company Common Stock, Stock and all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company Options have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. 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, judgment, injunction, order, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity or the Oslo Børs (as defined in Section 2.4“OSE”).

Company Capitalization. (a) The authorized capital stock of the Company consists solely of 350,000,000 7,500,000 shares of Company Common Stock, par value $0.001 per share, of which there were 82,063,861 2,718,664 shares issued and outstanding as of the close of business on April 6September 23, 20012004, and 5,000,000 500,000 shares of Preferred Stockpreferred stock, par value $0.001 per share, of which no shares are issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or 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 close date of business on April 6, 2001this Agreement, there are no shares of Company Common Stock held in treasury by the Company. No material change in such capitalization has occurred between December 31, 2000 and the date of this Agreement. (b) As of the close of business on April 6September 23, 20012004, (i) 26,569,623 366,134 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options to purchase Company Common Stock for a weighted average an aggregate exercise price of approximately $12.532,600,357.81, (ii) 2,203,008 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 223,513 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants; and (iii) 122,997 shares of Company Common Stock are reserved for future issuance under the Company’s 1999 Employee Stock Purchase Plan (the “Company ESPP”). Part 2.2(b) of the Company Disclosure Letter Schedule sets forth the following information with respect to each Company Option and each Company Warrant outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holder; (ii) the number of shares of Company Common Stock subject to such Company Option or Company Warrant; (iii) the exercise price of such Company Option or Company Warrant; (iv) the date on which such Company Option or Company Warrant was granted or assumed; (v) the date on which such Company Option or Company Warrant expires; and , (vi) with respect to any officer of the Company or any of its Subsidiaries who is subject Option Plan pursuant to Section 16 of the Exchange Actwhich such Company Option was granted, and (vii) whether the exercisability of such Company Option or Company Warrant will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. The Company has made available delivered to Parent an accurate and complete copies of the Company Option Plans and the each form of all stock option agreements agreement evidencing any Company OptionsOptions and an accurate and complete copy of each Company Warrant. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Part 2.2(b) of the Company Disclosure Schedule, 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 Option or Company Warrant as a result of the Merger. (c) All outstanding shares of Company Common Stock, all outstanding Company Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. 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 issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic (each, a “Governmental Entity (as defined in Section 2.4Entity”).

Company Capitalization. (a) The authorized capital stock of Company consists solely of 350,000,000 90,000,000 shares of Company Common Stock, of which there were 3,800,320 shares issued and outstanding as of March 31, 2004 and 10,000,000 shares of preferred stock, par value $0.001 per share, of which there were 82,063,861 no shares issued and outstanding as of the close of business on April 6March 31, 2001, and 5,000,000 shares of Preferred Stock, par value $0.001 per share, of which no shares are issued or outstanding2004. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Company or any agreement or document Contract to which Company is a party or by which it is bound. As of the close date of business on April 6, 2001this Agreement, there are no 216,844 shares of Company Common Stock held in treasury by the Company. No material change in such capitalization has occurred between December 31, 2000 and the date of this Agreement. (b) As of the close of business on April 6, 2001date hereof, (i) 26,569,623 6,837 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options options to purchase Company Common Stock for a weighted average aggregate exercise price of approximately $12.53under the 1997 Option Plan, (ii) 2,203,008 shares of Company Common Stock are reserved for future issuance under the Company ESPP, and (iii) 145,123 668,117 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company WarrantsCommon Stock under the 1999 Option Plan, and (iii) 11,900 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase Company Common Stock under the EMAX Option Plan. Part 2.2(b) of the Company Disclosure Letter sets forth the following information with respect to each Company Stock Option and Company Warrant outstanding as of the date of this Agreement: (i) the name of the optionee or warrant holderoptionee; (ii) the number of shares of Company Common Stock subject to such Company Option or Company WarrantStock Option; (iii) the exercise price of such Company Option or Company WarrantStock Option; (iv) the date on which such Company Stock Option was granted or assumedgranted; (v) the vesting schedule of such Company Stock Option, and the extent to which such Company Stock Option is vested as of the date of this Agreement; (vi) the date on which such Company Stock Option or Company Warrant expires; and (vivii) with respect to any officer of the Company or any of its Subsidiaries who is subject to Section 16 of the Exchange Act, whether the exercisability or vesting of such Company Stock Option or Company Warrant will be accelerated in any way by the transactions contemplated by this Agreement, and indicates the extent of any such acceleration. Notwithstanding anything else set forth in this Agreement or the Disclsoure Schedules, the Company represents and warrants that (A) the Company can take the actions necessary to effect the transactions contemplated by Section 1.6(d) above, (B) only Company Stock Options which are vested may be exercised, (C) with respect to Company Stock Options for which there is an Option Payment, there is only 12 months of additional acceleration which will occur or will be authorized to occur in connection with or as a result of the Merger, and (D) all such actions are allowable under the Company Stock Option Plans and all stock option agreements outstanding under such plans. Company has made available to Parent an accurate and complete copies copy of the Company Stock Option Plans and the form of all stock option agreements evidencing Company Stock Options. There are no options outstanding to purchase shares of Company Common Stock other than pursuant to the Company Stock Option Plans. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Other than as set forth on Part 2.2(b) of the Company Disclosure Letter, there are no Contracts of any character to which Company is bound obligating Company to accelerate the vesting of any Company Stock Option as a result of the Merger. Other than as set forth on Part 2.2(b) of the Company Disclosure Letter, there are no outstanding or authorized stock appreciation, stock purchase, profit participation, “phantom stock,” or other similar plans or Contracts with respect to Company or any of its subsidiaries. (c) All outstanding shares of Company Common Stock, all outstanding Company Stock Options, all outstanding Company Warrants and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other applicable material Legal Requirements and (ii) all material requirements set forth in applicable agreements or instruments. 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, judgment, injunction, order, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity or the Nasdaq National Market (as defined in Section 2.4“NNM”).