Common use of Parent Capitalization Clause in Contracts

Parent Capitalization. (a) The authorized capital stock of Parent consists solely of 600,000,000 shares of the Parent Common Stock and 200,000,000 shares of the preferred stock, par value $0.001 per share (the “Parent Preferred Stock”), of which 3,500 shares are designated as Series A Convertible Preferred Stock, par value $0.001 per share (the “Parent Series A Preferred Stock”). (i) 35,182,081 shares of the Parent Common Stock are issued and outstanding as of October 2, 2006, (ii) no shares of Parent Series A Preferred Stock are issued and outstanding as of the date hereof, and (iii) no shares of Parent’s capital stock are being held in Parent’s treasury as of the date hereof. Part 3.3(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of the number of shares of the Parent Common Stock held by each registered holder thereof as of October 2, 2006. All outstanding shares of the Parent Common Stock and the Parent Preferred Stock were duly authorized and validly issued, and are fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under the provisions of Delaware General Corporation Law (“DGCL”), the Parent Charter Documents or any Contract to which Parent is a party or by which it is bound. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of Parent or any Parent Subsidiary. (b) As of the date hereof, Parent has reserved 8,971,131 shares of the Parent Common Stock for issuance to permitted grantees pursuant to the equity-based compensation plans included as exhibits to Parent’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Parent Stock Plans”) of which (i) 2,303,771 shares of the Parent Common Stock have been issued pursuant to option exercises, (ii) 2,916,792 shares are subject to outstanding, unexercised options for Parent Company Stock, with a weighted-average exercise price of $10.86, (iii) 669,729 shares have been issued pursuant to restricted stock awards, and (iv) 3,074,982 shares remain available for issuance thereunder. Parent has made available to Company an accurate and complete copy of the Parent Stock Plans and the forms of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase shares of the Parent Common Stock other than pursuant to the Parent Stock Plans. All shares of the Parent 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 are no Contracts of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent Option as a result of the transactions contemplated by this Agreement. Except for the Parent Stock Plans, there are no outstanding or authorized stock appreciation, stock purchase, profit participation, “phantom stock,” or other similar plans or Contracts with respect to Parent or any Parent Subsidiary. (c) All outstanding shares of the Parent Common Stock and the Parent Preferred Stock, all outstanding Parent Options, and all outstanding shares of capital stock of each Parent Subsidiary have been issued and granted in compliance with (i) all applicable federal, state and foreign securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable agreements or instruments.

Parent Capitalization. (a) The authorized capital stock of Parent consists solely of 600,000,000 60,000,000 shares of the Parent Common Stock and 200,000,000 1,000,000 shares of preferred stock of Parent. As of the preferred stockclose of business in New York City on May 4, par value $0.001 per share 2018 (the “Parent Preferred StockCapitalization Date”), of which 3,500 shares are designated as Series A Convertible Preferred Stock, par value $0.001 per share ): (the “Parent Series A Preferred Stock”). (iA) 35,182,081 28,839,978 shares of the Parent Common Stock are were issued and outstanding as of October 2, 2006outstanding, (iiB) no shares of Parent Series A Preferred Common Stock are issued and outstanding were held by Parent as of the date hereoftreasury shares, and (iiiC) no shares of Parent’s capital preferred stock are being held in Parent’s treasury as of the date hereof. Part 3.3(aParent were issued and outstanding and (D) of the Parent Disclosure Letter sets forth a true, correct and complete list of the number of no shares of the preferred stock of Parent Common Stock were held by each registered holder thereof Parent as of October 2, 2006treasury shares. All outstanding shares of the Parent Common Stock and the Parent Preferred Stock were duly authorized and are validly issued, and are fully paid and paid, nonassessable and not subject to or issued in violation free of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under preemptive rights and the provisions of Delaware General Corporation Law (“DGCL”), the Parent Charter Documents or any Contract to which Parent is a party or by which it is bound. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of Parent or any Parent Subsidiary. (b) As of the date hereof, Parent has reserved 8,971,131 shares of the Parent Common Stock for issuance to permitted grantees issuable in connection with the Merger pursuant to the equity-based compensation plans included as exhibits to Parent’s Annual Report on Form 10-K for the year ended December 31this Agreement, 2005 (the “Parent Stock Plans”) of which (i) 2,303,771 shares of the Parent Common Stock have been issued pursuant to option exerciseswhen issued, (ii) 2,916,792 shares are subject to outstanding, unexercised options for Parent Company Stock, sold and delivered in accordance with a weighted-average exercise price of $10.86, (iii) 669,729 shares have been issued pursuant to restricted stock awards, and (iv) 3,074,982 shares remain available for issuance thereunder. Parent has made available to Company an accurate and complete copy of the Parent Stock Plans and the forms of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase shares of the Parent Common Stock other than pursuant to the Parent Stock Plans. All shares of the Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuableof this Agreement, will be duly authorized, validly issued, fully paid paid, nonassessable and nonassessable. There are no Contracts free of any character preemptive rights. (b) As of the close of business in New York City on Parent Capitalization Date, there were 1,223,899 shares of Parent Common Stock reserved for future issuance under Parent Common Stock Plan. As of the close of business in New York City on Parent Capitalization Date, there were (i) outstanding Parent Options to which purchase 452,026 shares of Parent is bound obligating Common Stock and (ii) outstanding Parent to accelerate the vesting Restricted Stock Units covering 1,146,290 shares of Parent Common Stock. All shares of Parent Common Stock reserved for issuance will be, when issued, duly authorized, validly issued, fully paid, nonassessable and free of any Parent Option as a result of the transactions contemplated by this Agreement. Except for the Parent Stock Plans, there are no outstanding or authorized stock appreciation, stock purchase, profit participation, “phantom stock,” or other similar plans or Contracts with respect to Parent or any Parent Subsidiarypreemptive rights. (c) All outstanding shares of the Parent Common Stock and the Parent Preferred StockExcept as set forth in Section 4.6(a)and Section 4.6(b) or as may be issued in compliance with Section 5.2(a), all outstanding Parent Options, and all there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, Parent, (ii) no outstanding securities of each Parent Subsidiary convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, Parent, (iii) no outstanding options, warrants or other rights to acquire from Parent, or that obligates Parent 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, Parent, (iv) no obligations of Parent to issue, deliver, sell, grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, Parent, (the items in clauses (i), (ii), (iii) and (iv), together with the capital stock of Parent, being referred to collectively as “Parent Securities”) and (v) no stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of Parent or other equity equivalent or equity-based awards or rights or other obligations by Parent or any of its Subsidiaries to make any payments based on the price or value of any Parent Securities or revenues, earnings, financial performance or any other attribute of Parent. (d) Neither Parent nor any of its Subsidiaries is a party to any Contract that obligates Parent or any of its Subsidiaries to (A) repurchase, redeem or otherwise acquire any Parent Securities, except in connection with the repurchase or acquisition of Parent Common Stock pursuant to the terms of Parent Stock Plan or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, Parent, any of its Subsidiaries, or any other Person, (B) register any Parent Securities or (C) grant, extend or enter into any such agreements relating to any Parent Securities. All outstanding Parent Options and Parent Restricted Stock Units have been issued and granted in compliance in all material respects with (i) all applicable federal, state Laws and foreign securities laws and other applicable Legal Requirements and (ii) all requirements set forth in the applicable agreements Parent Stock Plan. None of Parent or instrumentsany Subsidiary of Parent is a party to any shareholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Parent Securities or relating to the disposition, voting or dividends with respect to any Parent Securities. (e) Section 4.6(e) of the Parent Disclosure Letter sets forth a true and complete list of all grants of Parent Restricted Stock Units outstanding as of Parent Capitalization Date, specifying, on a holder-by-holder basis, (i) a unique identification number for each holder, (ii) the number of shares subject to each such Parent Restricted Stock Unit grant, (iii) the grant date of each such Parent Restricted Stock Unit grant, (iv) the vesting schedule of each such Parent Restricted Stock Unit grant, including any accelerated vesting such Parent Restricted Stock Unit grant may be subject to and the trigger for such accelerated vesting, (v) the expiration date of each such Parent Restricted Stock Unit grant, to the extent applicable, and (vi) Parent Stock Plan under which Parent Restricted Stock Units were granted. With respect to each grant of Parent Restricted Stock Units, (A) each such grant was duly authorized no later than the date on which the grant of such Parent Restricted Stock Unit was by its terms to be effective (the “Parent Grant Date”) by all necessary corporate action, including, as applicable, approval by the Parent Board or an authorized committee thereof, and any required approval by the Parent Stockholders, and the award agreement governing such Parent Restricted Stock Unit was duly executed and delivered by each party thereto within a reasonable time following Parent Grant Date; (B) each such grant was made in all material respects in accordance with the terms of Parent Stock Plan, the Exchange Act and all other applicable Laws, including the rules of the Nasdaq; (C) each such grant qualifies in all material respects for the Tax and accounting treatment afforded such Parent Restricted Stock Unit in Parent’s Tax Returns and Parent SEC Reports, respectively, and (D) no material modifications have been made to any such grants after Parent Grant Date and all such grants either comply in all material respects with or are exempt from Section 409A of the Code. Neither Parent nor any Subsidiary of Parent is a party to any Contract relating to the holding, redemption, repurchase, disposition or voting of, requiring registration of, or granting any preemptive rights, subscription rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to, any securities of Parent or any Subsidiary of Parent or that restricts the transfer of, any capital stock or other voting securities or equity interests of Parent or any Subsidiary of Parent.

Parent Capitalization. (a) The authorized capital stock of Parent consists solely of 600,000,000 (i) two hundred million (200,000,000) shares of the Parent Common Stock and 200,000,000 shares of the preferred common stock, $0.001 par value $0.001 per share (the “Parent Preferred Common Stock”)) and (ii) ten million (10,000,000) shares of preferred stock, of which 3,500 shares are designated as Series A Convertible Preferred Stock, par value $0.001 per share (par value. Except as set forth in Section 6.3 of the “Parent Series A Preferred Stock”). Disclosure Schedule, as of the date hereof, (i) 35,182,081 ten (10) shares of the Parent Common Stock are issued and outstanding as outstanding, all of October 2which are validly issued, 2006, fully paid and non-assessable and (ii) no shares of Parent Series A Preferred Common Stock are issued and outstanding as of held in the date hereof, and (iii) no shares treasury of Parent’s capital stock are being held in Parent’s treasury as of the date hereof. Part 3.3(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of the number of shares of the The Parent Common Stock held by each registered holder thereof as of October 2to be issued to the Company Stockholders in the Merger, 2006. All outstanding shares of the Parent Common Stock and the Parent Preferred Stock were duly authorized and validly issued, and are fully paid and nonassessable and not subject to or when issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under accordance with the provisions of Delaware General Corporation Law (“DGCL”), the Parent Charter Documents or any Contract to which Parent is a party or by which it is bound. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of Parent or any Parent Subsidiary. (b) As of the date terms hereof, Parent has reserved 8,971,131 shares of the Parent Common Stock for issuance to permitted grantees pursuant to the equity-based compensation plans included as exhibits to Parent’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Parent Stock Plans”) of which will be (i) 2,303,771 shares of the Parent Common Stock have been issued pursuant to option exercises, (ii) 2,916,792 shares are subject to outstanding, unexercised options for Parent Company Stock, with a weighted-average exercise price of $10.86, (iii) 669,729 shares have been issued pursuant to restricted stock awards, and (iv) 3,074,982 shares remain available for issuance thereunder. Parent has made available to Company an accurate and complete copy of the Parent Stock Plans and the forms of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase shares of the Parent Common Stock other than pursuant to the Parent Stock Plans. All shares of the Parent 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 are no Contracts nonassessable (ii) free and clear of all Liens, (iii) not subject to preemptive rights created by statute, the Parent’s Articles of Incorporation or By-Laws or any agreement to which the Parent is a party or is bound, and (iv) will, when issued, be registered under the Securities Act and the Exchange Act and registered or exempt from registration under applicable Blue Sky Laws. (b) Except as set forth in Section 6.3 of the Parent Disclosure Schedule or as specifically contemplated by this Agreement or the Purchase Agreements, immediately after the Effective Time, there will be no: (i) outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any character kind to which Parent or its Subsidiaries is a party or by which it is bound obligating Parent or its Subsidiaries to accelerate the vesting issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of any Parent Option as a result of the transactions contemplated by this Agreement. Except for the Parent Stock Plans, there are no outstanding or authorized capital stock appreciation, stock purchase, profit participation, “phantom stock,” or other similar plans or Contracts with respect to voting securities of Parent or its Subsidiaries or obligating Parent or its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking; (ii) outstanding obligations of Parent Subsidiary. (c) All outstanding shares of the Parent Common Stock and the Parent Preferred Stockor its Subsidiaries to repurchase, all outstanding Parent Options, and all outstanding redeem or otherwise acquire any shares of capital stock of each Parent Subsidiary have been issued and granted in compliance with (i) all applicable federal, state and foreign securities laws and other applicable Legal Requirements or its Subsidiaries; and (iiiii) all requirements set forth in applicable agreements outstanding bond, debenture, note or instrumentsother indebtedness of Parent or its Subsidiaries having the right to vote on any matters on which holders of capital stock of Parent or its Subsidiaries may vote is issued or outstanding.

Parent Capitalization. (a) The As of the date hereof, the authorized capital stock of Parent consists solely of 600,000,000 (i) 271,000,000 shares of the Parent Common Stock Stock, of which 53,559,586 shares have been issued and 200,000,000 are outstanding as of the close of business on the day immediately preceding the date of this Agreement, and (ii) 131,423,417 shares of the preferred stock, par value $0.001 per share (the “Parent Preferred Stock”), consisting of which 3,500 shares are designated as 108,158,571 Series A Convertible B-1 Preferred Stock, par value $0.001 per share (the “Parent Series A Preferred Stock”). (i) 35,182,081 shares all of the Parent Common Stock are issued and outstanding as of October 2, 2006, (ii) no shares of Parent Series A Preferred Stock which are issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement, 3,649,172 Series B-2 Preferred Stock, all of which are issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement, 2,563,300 Series B-3 Preferred Stock, all of which are issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement, and 17,052,374 Series C Preferred Stock, 16,058,061 of which are issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement. Each share of Parent Preferred Stock is convertible into one share of Parent Common Stock. All of the issued and outstanding shares of Parent Common Stock and Parent Preferred Stock have been duly authorized and validly issued, are fully paid and non-assessable, and (i) were issued in accordance with the registration or qualification provisions of the Securities Act, and any applicable federal or state securities laws or pursuant to valid exemptions therefrom and (ii) were not issued in violation of any applicable statutory, contractual or other preemptive rights, rights of first refusal or similar rights. Upon the filing of the Parent Amended and Restated Charter, 20,000,000 of Parent Series C-2 Preferred Stock will be duly authorized. Each share of Parent Series C-2 Preferred Stock will be convertible into one share of Parent Common Stock. (b) Except for (i) the conversion privileges of the Parent Preferred Stock, (ii) the rights provided in Section 2.4 of the Amended and Restated Investors’ Rights Agreement, dated April 15, 2013 (the “Rights Agreement”), (iii) outstanding options to purchase an aggregate of zero shares of Common Stock under Parent’s 1996 Stock Plan as of the date hereof, (iv) outstanding options to purchase an aggregate of 55,390,412 shares of Common Stock under Parent’s 2006 Stock Plan (the “2006 Plan”), Copiun’s 2009 Stock Incentive Plan and AppCentral’s 2010 Stock Incentive Plan (together, the “Parent Plans”) as of the date hereof, (v) restricted stock awards for an aggregate of zero shares of Common Stock under the Parent Plans as of the date hereof, (vi) warrants to purchase up to an aggregate of 4,965,461 shares of Common Stock as the date hereof, and (iiivii) no effective upon the date hereof, 3,944,337 shares of Parent’s Common Stock reserved for future issuance (as future options or stock grants) under the 2006 Plan to employees, directors and service providers to the Company, there are no outstanding options, warrants, rights (including conversion, preemptive or other rights) or agreements for the purchase or acquisition from the Parent of any shares of its capital stock are being held in Parent’s treasury as of the date hereof. Part 3.3(a) of Except for the Parent Disclosure Letter sets forth a trueAmended and Restated Voting Agreement, correct and complete list of the number of shares of the Parent Common Stock held by each registered holder thereof dated as of October 2April 15, 2006. All outstanding shares of the Parent Common Stock and the Parent Preferred Stock were duly authorized and validly issued2013, and are fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under the provisions of Delaware General Corporation Law (“DGCL”), the Parent Charter Documents or any Contract to which Parent is not a party or by subject to any agreement or understanding, and, to Parent’s knowledge, there is no agreement or understanding between any persons and/or entities, which it is bound. There are no accrued and unpaid dividends affects or relates to the voting or giving of written consents with respect to any outstanding shares of capital stock security or by a director of Parent as of the date hereof. Parent believes in good faith that any “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and the guidance thereunder) under which Parent makes, is obligated to make or promises to make, payments (each, a “409A Plan”) complies in all material respects, in both form and operation, with the requirements of Section 409A of the Code and the guidance thereunder. To the knowledge of Parent, no payment to be made under any Parent Subsidiary409A Plan is, or will be, subject to the penalties of Section 409A(a)(1) of the Code. (bc) As of the date hereof, Parent has reserved 8,971,131 shares of the Parent Common Stock for issuance to permitted grantees pursuant to the equity-based compensation plans included as exhibits to Parent’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Parent Stock Plans”) of which (i) 2,303,771 shares of the Parent Common Stock have been issued pursuant to option exercises, (ii) 2,916,792 shares are subject to outstanding, unexercised options for Parent Company Stock, with a weighted-average exercise price of $10.86, (iii) 669,729 shares have been issued pursuant to restricted no stock awards, and (iv) 3,074,982 shares remain available for issuance thereunder. Parent has made available to Company an accurate and complete copy of the Parent Stock Plans and the forms of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase shares of the Parent Common Stock other than pursuant to the Parent Stock Plans. All shares of the Parent 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 are no Contracts of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent Option as a result of the transactions contemplated by this Agreement. Except for the Parent Stock Plans, there are no outstanding or authorized stock appreciationplan, stock purchase, profit participation, “phantom stock,” stock option or other similar plans agreement or Contracts with respect understanding between Parent and any holder of its securities or rights to Parent purchase its securities provides for acceleration or any Parent Subsidiaryother changes in the vesting arrangements of such agreement or understanding. (c) All outstanding shares of the Parent Common Stock and the Parent Preferred Stock, all outstanding Parent Options, and all outstanding shares of capital stock of each Parent Subsidiary have been issued and granted in compliance with (i) all applicable federal, state and foreign securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable agreements or instruments.

Parent Capitalization. (a) The authorized capital stock of Parent consists solely of 600,000,000 100,000,000 shares of the Parent Common Stock and 200,000,000 7,000,000 shares of the undesignated preferred stock, par value $0.001 0.01 per share (the “Parent Preferred Stock”). As of the Capitalization Date, (i) 32,209,364 shares of Parent Common Stock (other than treasury shares) were issued and outstanding, all of which were validly issued and fully paid, nonassessable and free of preemptive rights, (ii) 8,164,148 shares of Parent Common Stock were held in the treasury of Parent or by its Subsidiaries, (iii) 2,549,318 shares of Parent Common Stock were reserved for issuance pursuant to the Parent Stock Plan, of which 3,500 shares are designated as Series A Convertible Preferred Stock, par value $0.001 per share amount (the “Parent Series A Preferred Stock”). (iA) 35,182,081 101,700 shares of the Parent Common Stock are issued and were underlying outstanding as options to acquire shares of October 2, 2006Parent Common Stock (“Parent Stock Options”), (iiB) 1,004,444 shares of Parent Common Stock were underlying outstanding time-based restricted stock units with respect to Parent Common Stock (“Parent RSUs”) and (C) 403,000 shares of Parent Common Stock were underlying outstanding awards of performance restricted stock units (“Parent PSUs”) assuming satisfaction of any performance vesting conditions at target levels and 806,000 shares of Parent Common Stock were underlying outstanding Parent PSUs assuming satisfaction of any performance vesting conditions at maximum levels, and (iv) no shares of Parent Series A Preferred Stock are issued and outstanding as of the date hereof, and (iii) no shares of Parent’s capital stock are being held in Parent’s treasury as of the date hereof. Part 3.3(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of the number of shares of the Parent Common Stock held by each registered holder thereof as of October 2, 2006. All outstanding shares of the Parent Common Stock and the Parent Preferred Stock were duly authorized issued and validly issuedoutstanding. Except for Parent Stock Options, Parent RSUs, and Parent PSUs, there are fully paid and nonassessable and not subject to no options, warrants, equity-based compensation awards or issued in violation other rights, agreements, arrangements or commitments of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under the provisions of Delaware General Corporation Law (“DGCL”), the Parent Charter Documents or any Contract character to which Parent or any of its Subsidiaries is a party or by which it Parent or any of its Subsidiaries is boundbound relating to the issued or unissued capital stock or other Equity Interests of Parent, or securities convertible into or exchangeable for such capital stock or other Equity Interests, or obligating Parent or any of its Subsidiaries to issue or sell any shares of its capital stock or other Equity Interests, or securities convertible into or exchangeable for such capital stock of, or other Equity Interests in, Parent. There are no accrued and unpaid dividends with respect to Since the Capitalization Date, Parent has not issued any outstanding shares of its capital stock or other Equity Interests, or securities convertible into or exchangeable for such capital stock or other Equity Interests, other than those shares of capital stock of Parent or any Parent Subsidiaryreserved for issuance described in this Section ‎4.2(a). (b) As of the date hereof, Parent has reserved 8,971,131 shares Section ‎4.2(b) of the Parent Common Stock for issuance to permitted grantees pursuant to Disclosure Schedule sets forth a true and complete list, as of the equity-based compensation plans included as exhibits to Parent’s Annual Report on Form 10-K for the year ended December 31Capitalization Date, 2005 (the “of each outstanding Parent Stock Plans”) of which (i) 2,303,771 shares of the Option, Parent Common Stock have been issued pursuant to option exercises, (ii) 2,916,792 shares are subject to outstanding, unexercised options for RSU and Parent Company Stock, with a weighted-average exercise price of $10.86, (iii) 669,729 shares have been issued pursuant to restricted stock awards, and (iv) 3,074,982 shares remain available for issuance thereunder. Parent has made available to Company an accurate and complete copy of the Parent Stock Plans and the forms of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase shares of the Parent Common Stock other than pursuant to the Parent Stock PlansPSU. All shares of the Parent Common Stock subject to issuance as aforesaidunder the Parent Stock Plan, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid paid, nonassessable and nonassessablefree of preemptive rights. There are no Contracts of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent Option as a result of the transactions contemplated by this Agreement. Except for the Parent Stock Plansbonds, there are no outstanding or authorized stock appreciationdebentures, stock purchase, profit participation, “phantom stock,” notes or other similar plans or Contracts indebtedness of Parent having the right to vote on any matters on which stockholders of Parent may vote. Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Equity Interests of Parent. All Parent or any Stock Options, Parent SubsidiaryRSUs, and Parent PSUs were granted under and in compliance in all material respects with the terms of a Parent Stock Plan and applicable Law. (c) All outstanding shares Section ‎4.2(c) of the Parent Common Stock Disclosure Schedule sets forth a true and complete list of (i) all of the Subsidiaries of Parent, (ii) the jurisdiction of organization of each such Subsidiary and (iii) if not wholly owned by Parent or one of its Subsidiaries, the number of Equity Interests owned by Parent or its Subsidiaries and the corresponding ownership percentage of Parent Preferred Stockor its Subsidiaries of such entity. None of Parent or any of its Subsidiaries holds any Equity Interests in any other Person (other than other Subsidiaries of Parent). Except as would reasonably be expected to be a Parent Material Adverse Effect, all each outstanding Parent Options, and all outstanding shares share of capital stock of or other Equity Interests in each Subsidiary of Parent Subsidiary have been issued is duly authorized, validly issued, fully paid, nonassessable and granted in compliance with (i) free of preemptive rights and is owned, beneficially and of record, by Parent or one or more of its wholly owned Subsidiaries free and clear of all applicable federalLiens, state and foreign securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable agreements or instrumentsthan Permitted Liens.

Parent Capitalization. (a) The authorized capital stock of Parent consists solely of 600,000,000 75,000,000 shares of the Parent Common Stock and 200,000,000 25,000,000 shares of the preferred stock, $0.01 par value $0.001 per share (the “Parent Preferred Stock”). As of the date hereof, of which 3,500 the Parent Preferred Stock, 9,750,000 shares are have been designated as Series A Convertible Preferred Stock, par value $0.001 per share Stock (the “Parent Series A Preferred Stock”) and 10,000,000 have been designated as Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Stock”). (i) 35,182,081 shares of the Parent Common Stock are issued and outstanding as of October 2, 2006, (ii) no shares of Parent Series A Preferred Stock are issued and outstanding as of the date hereof, and (iii) no shares of Parent’s capital stock are being held in Parent’s treasury as of the date hereof. Part 3.3(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of the number of shares of the Parent Common Stock held by each registered holder thereof as of October 2, 2006. All outstanding shares of the Parent Common Stock and the Parent Preferred Stock were duly authorized and validly issued, and are fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under the provisions of Delaware General Corporation Law (“DGCL”), the Parent Charter Documents or any Contract to which Parent is a party or by which it is bound. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of Parent or any Parent Subsidiary. (b) As of the date hereof, Parent has reserved 8,971,131 there were issued and outstanding 44,427,630 shares of the Common Stock, zero shares of Series A Preferred Stock and 4,060,397 shares of Series A-1 Preferred Stock. There are no other outstanding shares of capital stock or voting securities of Parent other than shares of Parent Common Stock for issuance to permitted grantees pursuant to issued after that same date upon the equity-based compensation plans included as exhibits to exercise of options issued under Parent’s Annual Report on Form 102007 Incentive and Non-K for the year ended December 31, 2005 Qualified Stock Option Plan and 1997 Incentive and Non-Qualified Stock Option Plan (the “Parent Stock Plans”) of which (i) 2,303,771 ). All outstanding shares of the Parent Common Stock and Series A-1 Preferred Stock have been issued pursuant to option exercises, (ii) 2,916,792 shares are subject to outstanding, unexercised options for Parent Company Stock, with a weighted-average exercise price of $10.86, (iii) 669,729 shares have been issued pursuant to restricted stock awardsbeen, and (iv) 3,074,982 shares remain available for issuance thereunder. Parent has made available to Company an accurate and complete copy of the Parent Stock Plans and the forms of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase shares of the Parent Common Stock other than pursuant to the Parent Stock Plans. All shares issuable upon exercise of the Parent Common Stock subject to issuance as aforesaidoptions and warrants will be, upon issuance on the when issued in accordance with their respective terms and conditions specified in the instruments pursuant to which they are issuablethereof, will be duly authorized, validly issued, fully paid and nonassessableare (or in the case of shares that have not yet been issued, will be) nonassessable and free of preemptive rights. As of the close of business on that same date, Parent has reserved 9,272,500 shares of Parent Common Stock for issuance to employees, directors and independent contractors pursuant to the Parent Stock Plans, of which 2,855,500 shares are subject to outstanding, unexercised options (the “Parent Options”), and 14,784,347 shares of Parent Common Stock are reserved for issuance pursuant to outstanding warrants (the “Parent Warrants”). Except as set forth in this Section 4.05, or for changes since the date of this Agreement resulting from the exercise of Parent Options or Parent Warrants outstanding on such date and disclosed on Section 4.05 of the Parent Disclosure, there are not now, and at the Effective Time there will not be, any outstanding (i) shares of capital stock or voting securities of Parent, (ii) securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent, (iii) options, warrants or other rights, agreements or arrangements to acquire from Parent, or other obligations or commitments of Parent to issue, transfer or sell any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities or other equity interests in, Parent or any Subsidiary of Parent, (iv) restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, Parent, (v) voting trusts, proxies or other similar agreements or understandings to which Parent or any of its Subsidiaries is a party granting to any person or group of persons the right to elect, or to designate or nominate for election, a director to the Parent’s board of directors or by which Parent or any of its Subsidiaries is bound with respect to the voting of any shares of capital stock of Parent or any of its Subsidiaries, (vi) contractual obligations or commitments of any character to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of Parent or any of its Subsidiaries, or (vii) obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the capital stock of Parent. No capital stock of Parent is owned by any Subsidiary of Parent. There are no Contracts commitments or agreements of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent Option as a result of the transactions contemplated by this AgreementMerger. Except for the Parent Stock Plans, there are no outstanding or authorized stock appreciation, stock purchase, profit participation, “phantom stock,” or other similar plans or Contracts with respect to Parent or any Parent Subsidiary. (c) All outstanding shares of the Parent Common Stock and the Parent Preferred Stock, all outstanding Parent Options, all Parent Warrants, and all outstanding shares of capital stock of each Subsidiary of Parent Subsidiary have been issued and granted in compliance with (i) all applicable federal, state and foreign securities laws Laws and other applicable Legal Requirements Laws and (ii) all requirements set forth in applicable agreements or instrumentscontracts.

Parent Capitalization. (a) The authorized capital stock of Parent consists solely of 600,000,000 200,000,000 shares of the Parent Common Stock and 200,000,000 10,000,000 shares of the preferred stock, par value $0.001 per share (the “Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”). (b) As of the close of business on June 26, 2015, there were (i) 119,073,067 shares of Parent Common Stock issued and outstanding (other than restricted shares) and no shares of Parent Preferred Stock issued and outstanding and (ii) 7,687,324 shares of Parent Common Stock were reserved for issuance pursuant to outstanding awards and rights under Parent’s equity incentive plans, of which 3,500 1,158,248 shares of Parent Common Stock related to outstanding options, 23,280 shares of Parent Common Stock were shares of outstanding restricted stock and 6,505,796 shares of Parent Common Stock related to outstanding restricted stock units (assuming achievement of the applicable performance metrics at the target level); and (iii) 5,510,336 shares of Parent Common Stock were reserved for issuance in respect of future awards to be granted under Parent’s equity incentive plans. Except as set forth above, and for shares of Parent Common Stock reserved for issuance under Parent’s equity incentive plans, as of the close of business on June 26, 2015, no other Securities of Parent are designated issued, reserved for issuance or outstanding. All of the issued and outstanding shares of Parent Common Stock have been, and any shares of Parent Common Stock issued upon the exercise of outstanding stock options to acquire shares of Parent Common Stock and vesting of restricted stock units with respect to Parent Common Stock will be, duly authorized and validly issued and are or will be fully paid, nonassessable and free of preemptive rights. (c) Each grant of stock options to acquire shares of Parent Common Stock was granted in material compliance with all applicable Laws. Each grant of stock options to acquire shares of Parent Common Stock had, on the date of grant, an exercise price of no less than the fair market value of the shares of Parent Common Stock subject to such stock options. (d) Except as Series A Convertible Preferred Stockset forth in Section 4.3(b) and except for ordinary course equity grants made prior to the Effective Time, par there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements, derivative contracts, forward sale contracts or undertakings of any kind to which Parent or any Parent Subsidiary is a party, or by which Parent or any Parent Subsidiary is bound, obligating Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional Securities of Parent or of any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement, derivative contracts, forward sale contracts or undertaking, or obligating Parent to make any payment based on or resulting from the value $0.001 per share (the “or price of Parent Series A Preferred Stock”)Common Stock or of any such security, option, warrant, call, right, commitment, agreement, arrangement, derivative contracts, forward sale contracts or undertaking. Except for acquisitions, or deemed acquisitions, of Parent Common Stock or other Securities of Parent in connection with (i) 35,182,081 shares the payment of the exercise price of stock options to acquire Parent Common Stock are issued and outstanding as of October 2, 2006(including in connection with “net” exercises), (ii) no shares required Tax withholding in connection with the exercise of stock options to acquire Parent Series A Preferred Common Stock are issued and outstanding as vesting of the date hereof, restricted stock units (including performance stock units) with respect to Parent Common Stock and (iii) no shares forfeitures of Parent’s capital stock are being held in Parent’s treasury as of the date hereof. Part 3.3(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of the number of shares of the options to acquire Parent Common Stock held by or restricted stock units (including performance stock units) with respect to Parent Common Stock, there are no outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or any Securities of any Parent Subsidiary. (e) There are no bonds, debentures, notes or other Indebtedness of Parent or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, Securities having the right to vote) on any matters on which stockholders of Parent may vote. Other than the Parent Voting Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or any Parent Subsidiary is a party with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of any Securities of Parent or any Parent Subsidiary. (f) Parent is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each registered holder thereof as Parent Subsidiary, free and clear of October 2any Liens and free of any other limitation or restriction (other than transfer and other restrictions under applicable federal and state securities Laws and other than, 2006in the case of Company Subsidiaries that are immaterial to the Company, immaterial Liens). All outstanding shares of the such Securities so owned by Parent Common Stock and the Parent Preferred Stock were have been duly authorized and authorized, validly issued, and are fully paid and nonassessable (and not subject to or no such shares have been issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right preemptive or any similar right under the provisions of Delaware General Corporation Law (“DGCL”rights), the Parent Charter Documents or any Contract to which Parent is a party or by which it is bound. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of Parent or any Parent Subsidiary. (b) As of the date hereof, Parent has reserved 8,971,131 shares of the Parent Common Stock for issuance to permitted grantees pursuant to the equity-based compensation plans included as exhibits to Parent’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Parent Stock Plans”) of which (i) 2,303,771 shares of the Parent Common Stock have been issued pursuant to option exercises, (ii) 2,916,792 shares are subject to outstanding, unexercised options for Parent Company Stock, with a weighted-average exercise price of $10.86, (iii) 669,729 shares have been issued pursuant to restricted stock awards, and (iv) 3,074,982 shares remain available for issuance thereunder. Parent has made available to Company an accurate and complete copy of the Parent Stock Plans and the forms of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase shares of the Parent Common Stock other than pursuant to the Parent Stock Plans. All shares of the Parent 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 are no Contracts of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent Option as a result of the transactions contemplated by this Agreement. Except for the Securities of the Parent Stock PlansSubsidiaries and investments in marketable securities and cash equivalents maintained in the ordinary course of business, there are no outstanding Parent does not own, directly or authorized stock appreciationindirectly, stock purchase, profit participation, “phantom stock,” any material amount of Securities or other similar plans or Contracts with respect to Parent or ownership interests in any Parent SubsidiaryPerson. (cg) All outstanding The number of shares of the authorized Parent Common Stock and that have not been issued, subscribed for, or otherwise committed to be issued, is at least equal to the Parent Preferred Stock, all outstanding Parent Options, and all outstanding number of shares of capital stock of each Parent Subsidiary have been Common Stock to be issued and granted in compliance with pursuant to this Agreement (i) all applicable federal, state and foreign securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable agreements or instrumentsassuming no Appraisal Shares).

Parent Capitalization. (a) As of October 31, 2013, the authorized capital of Parent consists of 100,000,000 shares of Parent Common Stock, of which 28,771,497 shares are issued and outstanding, and 5,000,000 shares of Parent preferred stock, none of which are issued and outstanding. The authorized rights, preferences, privileges and restrictions of the capital stock of Parent consists solely are as stated in Parent’s certificate of 600,000,000 shares incorporation. (b) As of the Parent Common Stock and 200,000,000 shares of the preferred stockOctober 31, par value $0.001 per share (the “Parent Preferred Stock”)2013, of which 3,500 shares are designated as Series A Convertible Preferred Stock, par value $0.001 per share (the “Parent Series A Preferred Stock”). (i) 35,182,081 3,457,779 shares of the Parent Common Stock are issued reserved for issuance under Parent’s 2012 Stock Incentive Plan, of which 2,224,358 shares are subject to outstanding options and restricted stock units, and (ii) 2,243,147 shares of Parent Common Stock are issuable upon the exercise of outstanding options under Parent’s Amended and Restated 2004 Stock Option and Incentive Plan (clauses (i) and (ii), collectively, the “Parent Options”). (c) Except for the Parent Options, as of October 231, 20062013: (i) there are no other existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) or agreements to which Parent is a party requiring the issuance, sale or transfer by Parent of any additional shares of capital stock or other equity securities of Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock of Parent or other equity securities of Parent; and (ii) there are no outstanding stock appreciation, phantom stock, profit participation or similar rights issued by or through Parent with respect to Parent. (d) All shares of Parent Series A Preferred Stock are issued and outstanding as of the date hereof, and (iii) no shares of Parent’s capital stock are being held in Parent’s treasury as of the date hereof. Part 3.3(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of the number of shares of the Parent Common Stock held by each registered holder thereof as of October 2, 2006. All outstanding shares of the Parent Common Stock and the Parent Preferred Stock were have been duly authorized and validly issued, and are fully paid and nonassessable and have been issued and granted in all material respects in compliance with all applicable securities laws. All shares of Parent Common Stock which may be issued pursuant to the Transaction, when issued in accordance with the terms hereof, will be voting stock that is duly authorized, validly issued, fully paid and nonassessable, free and clear of any Liens created by Parent (including restrictions on rights of disposition other than restrictions created under applicable securities laws) and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under the provisions of Delaware General Corporation Law (“DGCL”)preemptive rights created by statute, the certificate of incorporation or By-laws of Parent Charter Documents or any Contract to which Parent is a party or by which it is bound. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of Parent or any Parent Subsidiary. (b) As of the date hereof, Parent has reserved 8,971,131 shares of the Parent Common Stock for issuance to permitted grantees pursuant to the equity-based compensation plans included as exhibits to Parent’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Parent Stock Plans”) of which (i) 2,303,771 shares of the Parent Common Stock have been issued pursuant to option exercises, (ii) 2,916,792 shares are subject to outstanding, unexercised options for Parent Company Stock, with a weighted-average exercise price of $10.86, (iii) 669,729 shares have been issued pursuant to restricted stock awards, and (iv) 3,074,982 shares remain available for issuance thereunder. Parent has made available to Company an accurate and complete copy of the Parent Stock Plans and the forms of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase shares of the Parent Common Stock other than pursuant to the Parent Stock Plans. All shares of the Parent 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 are no Contracts of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent Option as a result of the transactions contemplated by this Agreement. Except for the Parent Stock Plans, there are no outstanding or authorized stock appreciation, stock purchase, profit participation, “phantom stock,” or other similar plans or Contracts with respect to Parent or any Parent Subsidiary. (c) All outstanding shares of the Parent Common Stock and the Parent Preferred Stock, all outstanding Parent Options, and all outstanding shares of capital stock of each Parent Subsidiary have been issued and granted in compliance with (i) all applicable federal, state and foreign securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable agreements or instruments.

Parent Capitalization. (a) The authorized capital stock of Parent consists solely of 600,000,000 100,000,000 shares of the Parent Common Stock and 200,000,000 7,000,000 shares of the undesignated preferred stock, par value $0.001 0.01 per share (the “Parent Preferred Stock”). As of the Capitalization Date, (i) 32,209,364 shares of Parent Common Stock (other than treasury shares) were issued and outstanding, all of which were validly issued and fully paid, nonassessable and free of preemptive rights, (ii) 8,164,148 shares of Parent Common Stock were held in the treasury of Parent or by its Subsidiaries, (iii) 2,549,318 shares of Parent Common Stock were reserved for issuance pursuant to the Parent Stock Plan, of which 3,500 shares are designated as Series A Convertible Preferred Stock, par value $0.001 per share amount (the “Parent Series A Preferred Stock”). (iA) 35,182,081 101,700 shares of the Parent Common Stock are issued and were underlying outstanding as options to acquire shares of October 2, 2006Parent Common Stock (“Parent Stock Options”), (iiB) 1,004,444 shares of Parent Common Stock were underlying outstanding time-based restricted stock units with respect to Parent Common Stock (“Parent RSUs”) and (C) 403,000 shares of Parent Common Stock were underlying outstanding awards of performance restricted stock units (“Parent PSUs”) assuming satisfaction of any performance vesting conditions at target levels and 806,000 shares of Parent Common Stock were underlying outstanding Parent PSUs assuming satisfaction of any performance vesting conditions at maximum levels, and (iv) no shares of Parent Series A Preferred Stock are issued and outstanding as of the date hereof, and (iii) no shares of Parent’s capital stock are being held in Parent’s treasury as of the date hereof. Part 3.3(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of the number of shares of the Parent Common Stock held by each registered holder thereof as of October 2, 2006. All outstanding shares of the Parent Common Stock and the Parent Preferred Stock were duly authorized issued and validly issuedoutstanding. Except for Parent Stock Options, Parent RSUs, and Parent PSUs, there are fully paid and nonassessable and not subject to no options, warrants, equity-based compensation awards or issued in violation other rights, agreements, arrangements or commitments of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under the provisions of Delaware General Corporation Law (“DGCL”), the Parent Charter Documents or any Contract character to which Parent or any of its Subsidiaries is a party or by which it Parent or any of its Subsidiaries is boundbound relating to the issued or unissued capital stock or other Equity Interests of Parent, or securities convertible into or exchangeable for such capital stock or other Equity Interests, or obligating Parent or any of its Subsidiaries to issue or sell any shares of its capital stock or other Equity Interests, or securities convertible into or exchangeable for such capital stock of, or other Equity Interests in, Parent. There are no accrued and unpaid dividends with respect to Since the Capitalization Date, Parent has not issued any outstanding shares of its capital stock or other Equity Interests, or securities convertible into or exchangeable for such capital stock or other Equity Interests, other than those shares of capital stock of Parent or any Parent Subsidiaryreserved for issuance described in this Section 4.2(a). (b) As of the date hereof, Parent has reserved 8,971,131 shares Section 4.2(b) of the Parent Common Stock for issuance to permitted grantees pursuant to Disclosure Schedule sets forth a true and complete list, as of the equity-based compensation plans included as exhibits to Parent’s Annual Report on Form 10-K for the year ended December 31Capitalization Date, 2005 (the “of each outstanding Parent Stock Plans”) of which (i) 2,303,771 shares of the Option, Parent Common Stock have been issued pursuant to option exercises, (ii) 2,916,792 shares are subject to outstanding, unexercised options for RSU and Parent Company Stock, with a weighted-average exercise price of $10.86, (iii) 669,729 shares have been issued pursuant to restricted stock awards, and (iv) 3,074,982 shares remain available for issuance thereunder. Parent has made available to Company an accurate and complete copy of the Parent Stock Plans and the forms of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase shares of the Parent Common Stock other than pursuant to the Parent Stock PlansPSU. All shares of the Parent Common Stock subject to issuance as aforesaidunder the Parent Stock Plan, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid paid, nonassessable and nonassessablefree of preemptive rights. There are no Contracts of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent Option as a result of the transactions contemplated by this Agreement. Except for the Parent Stock Plansbonds, there are no outstanding or authorized stock appreciationdebentures, stock purchase, profit participation, “phantom stock,” notes or other similar plans or Contracts indebtedness of Parent having the right to vote on any matters on which stockholders of Parent may vote. Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any Equity Interests of Parent. All Parent or any Stock Options, Parent SubsidiaryRSUs, and Parent PSUs were granted under and in compliance in all material respects with the terms of a Parent Stock Plan and applicable Law. (c) All outstanding shares Section 4.2(c) of the Parent Common Stock Disclosure Schedule sets forth a true and complete list of (i) all of the Subsidiaries of Parent, (ii) the jurisdiction of organization of each such Subsidiary and (iii) if not wholly owned by Parent or one of its Subsidiaries, the number of Equity Interests owned by Parent or its Subsidiaries and the corresponding ownership percentage of Parent Preferred Stockor its Subsidiaries of such entity. None of Parent or any of its Subsidiaries holds any Equity Interests in any other Person (other than other Subsidiaries of Parent). Except as would reasonably be expected to be a Parent Material Adverse Effect, all each outstanding Parent Options, and all outstanding shares share of capital stock of or other Equity Interests in each Subsidiary of Parent Subsidiary have been issued is duly authorized, validly issued, fully paid, nonassessable and granted in compliance with (i) free of preemptive rights and is owned, beneficially and of record, by Parent or one or more of its wholly owned Subsidiaries free and clear of all applicable federalLiens, state and foreign securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable agreements or instrumentsthan Permitted Liens.

Parent Capitalization. (a) The authorized capital stock of Parent consists solely of 600,000,000 shares of the Parent Common Stock and 200,000,000 shares of the preferred stock, par value $0.001 per share (the “Parent Preferred Stock”), of which 3,500 shares are designated as Series A Convertible Preferred Stock, par value $0.001 per share (the “Parent Series A Preferred Stock”). (i) 35,182,081 shares of the Parent Common Stock are issued and outstanding as of October 2, 2006, (ii) no shares of Parent Series A Preferred Stock are issued and outstanding as of the date hereof, and (iii) no shares of Parent’s capital stock are being held in Parent’s treasury as of the date hereof. Part 3.3(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of the number of shares of the Parent Common Stock held by each registered holder thereof as of October 2, 2006. All outstanding shares of the Parent Common Stock and the Parent Preferred Stock were duly authorized and validly issued, and are fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under the provisions of Delaware General Corporation Law (“DGCL”), the Parent Charter Documents or any Contract to which Parent is a party or by which it is bound. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of Parent or any Parent SubsidiaryStock. (b) As of close of business June 30, 2011 (the date hereof“Capitalization Date”), Parent has reserved 8,971,131 (i) 142,977,896 shares of the Parent Common Stock for issuance to permitted grantees pursuant to the equity-based compensation plans included as exhibits to were issued and outstanding, of which 3,055,758 shares were issued under Parent’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Parent Stock Plans”) of which (i) 2,303,771 shares of the Parent Common Stock have been issued pursuant equity incentive plans and are restricted and subject to option exercisestransfer restrictions and forfeiture, (ii) 2,916,792 2,379,420 shares are of Parent Common Stock were subject to outstanding, unexercised outstanding options issued under Parent’s equity incentive plans and at least a like number of shares of Parent Common Stock were reserved for Parent Company Stock, with a weighted-average exercise price issuance in respect of $10.86such options, (iii) 669,729 shares have been issued pursuant to 29,153 restricted stock awardsunits (which may be settled, at Parent’s discretion, in shares of Parent Common Stock or payment in cash equal to the fair market value of a shares of Parent Common Stock on such vesting date) issued under Parent’s equity incentive plans were outstanding and (iv) 3,074,982 shares remain available for issuance thereunder. 404,634 stock appreciation rights (which entitle the recipient thereof to receive a payment, paid in the form of Parent has made available Common Stock, equal to Company an accurate and complete copy of the Parent Stock Plans difference between the exercise price and the forms fair market value of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase shares a share of the Parent Common Stock other than pursuant to on the Parent Stock Plans. All date of exercise, multiplied by the number of shares of the Parent Common Stock subject exercised thereunder) issued under Parent’s equity incentive plans were outstanding. Between the Capitalization Date and the Execution Date, there have been no issuances of shares of Parent Common Stock, other than issuances pursuant to issuance options or restricted stock units outstanding and issuances of shares of restricted stock awards under Parent’s equity incentive compensation plans. (c) Except as aforesaid, upon issuance on the terms and conditions specified set forth in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There immediately preceding paragraph or on Schedule 7.4(c): (i) there are no Contracts of any character to which Parent is bound (including options, warrants, calls and preemptive rights) obligating Parent to accelerate the vesting (A) issue, sell, pledge, dispose of or encumber any Interests in Parent, (B) redeem, purchase or acquire in any manner any Interests in Parent or any securities convertible, exercisable or exchangeable into Interests in Parent, (C) make any dividend or distribution of any kind with respect to any Interests in Parent Option as a result or (D) provide to any Person any rights with respect to the registration under the Securities Act of any Interests of Parent (or to allow any participation in the transactions contemplated by this Agreement. Except for the Parent Stock Plans, profits or appreciation in value of Parent); (ii) there are no outstanding or authorized stock equity appreciation, stock purchasephantom equity, profit participationparticipation or similar rights affecting the Interests in Parent; and (iii) Parent is not a party or subject to, “phantom stock,” and to the Knowledge of Parent, there are no voting trusts, proxies, or other shareholder or similar plans agreements or Contracts understandings with respect to Parent or any Parent Subsidiarythe voting of Interests in Parent. (cd) All outstanding shares Except as set forth on Schedule 7.4(d), all of the outstanding Interests of Parent’s Subsidiaries that are owned by Parent Common Stock are owned by Parent, directly or indirectly, free and the clear of all Liens other than transfer restrictions of general applicability imposed thereon by applicable securities Laws, except for such Liens that would not reasonably be expected to have a Parent Preferred Stock, all outstanding Parent Options, and all outstanding shares of capital stock of each Parent Subsidiary have been issued and granted in compliance with (i) all applicable federal, state and foreign securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable agreements or instrumentsMaterial Adverse Effect.

Parent Capitalization. (a) As of August 9, 2013, the authorized capital of Parent consists of 250,000,000 shares of Parent Common Stock, of which 81,385,302 shares are issued and outstanding; and 5,000,000 shares of Parent preferred stock, none of which are issued and outstanding. The authorized rights, preferences, privileges and restrictions of the capital stock of Parent consists solely are as stated in Parent's certificate of 600,000,000 incorporation. (b) As of August 9, 2013, 8,753,190 shares of the Parent Common Stock and 200,000,000 shares of the preferred stock, par value $0.001 per share (the “Parent Preferred Stock”), of which 3,500 shares are designated as Series A Convertible Preferred Stock, par value $0.001 per share (the “Parent Series A Preferred Stock”). (i) 35,182,081 shares of the Parent Common Stock are issued reserved for issuance under Parent's 2012 Equity Incentive Plan, of which 6,103,092 shares are subject to outstanding options and outstanding as of October 2, 2006, restricted stock units (ii"Parent Options") no to purchase shares of Parent Series A Preferred Stock are issued Common Stock. (c) Except for (x) the Parent Options and outstanding as of the date hereof, and (iii) no shares of Parent’s capital stock are being held set forth in Parent’s treasury as of the date hereof. Part 3.3(a3.4(c) of the Parent Disclosure Letter sets Schedule, and (y) those rights set forth a true, correct and complete list of the number of shares in Part 3.4(c) of the Parent Common Stock held by each registered holder thereof Disclosure Schedule, as of October 2August 9, 2006. All outstanding 2013: (i) there are no other existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) or agreements to which the Parent is a party requiring the issuance, sale or transfer by Parent of any additional shares of capital stock or other equity securities of Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock of Parent or other equity securities of Parent; and (ii) there are no outstanding stock appreciation, phantom stock, profit participation or similar rights issued by or through Parent with respect to Parent. (d) All shares of Parent Common Stock and the Parent Preferred Stock were have been duly authorized and validly issued, and are fully paid and nonassessable and have been issued and granted in all material respects in compliance with all applicable securities Laws. All shares of Parent Common Stock which may be issued pursuant to the Merger, including upon exercise of Company Options assumed by Parent hereunder will be, when issued in accordance with the terms hereof and, in the case of assumed Company Options, thereof, voting stock that is duly authorized, validly issued, fully paid and nonassessable, free and clear of any Encumbrances created by Parent (including restrictions on rights of disposition other than restrictions created under applicable securities laws) and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under the provisions of Delaware General Corporation Law (“DGCL”)preemptive rights created by statute, the Amended and Restated Certificate of Incorporation or Bylaws of Parent Charter Documents or any Contract to which Parent is a party or by which it is bound. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of Parent or any Parent Subsidiary. (b) As of the date hereof, Parent has reserved 8,971,131 shares of the Parent Common Stock for issuance to permitted grantees pursuant to the equity-based compensation plans included as exhibits to Parent’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Parent Stock Plans”) of which (i) 2,303,771 shares of the Parent Common Stock have been issued pursuant to option exercises, (ii) 2,916,792 shares are subject to outstanding, unexercised options for Parent Company Stock, with a weighted-average exercise price of $10.86, (iii) 669,729 shares have been issued pursuant to restricted stock awards, and (iv) 3,074,982 shares remain available for issuance thereunder. Parent has made available to Company an accurate and complete copy of the Parent Stock Plans and the forms of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase shares of the Parent Common Stock other than pursuant to the Parent Stock Plans. All shares of the Parent 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 are no Contracts of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent Option as a result of the transactions contemplated by this Agreement. Except for the Parent Stock Plans, there are no outstanding or authorized stock appreciation, stock purchase, profit participation, “phantom stock,” or other similar plans or Contracts with respect to Parent or any Parent Subsidiary. (c) All outstanding shares of the Parent Common Stock and the Parent Preferred Stock, all outstanding Parent Options, and all outstanding shares of capital stock of each Parent Subsidiary have been issued and granted in compliance with (i) all applicable federal, state and foreign securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable agreements or instruments.

Parent Capitalization. (a) The authorized capital stock of Parent consists solely of 600,000,000 75,000,000 shares of the Parent Common Stock and 200,000,000 shares of the preferred stockStock, $.001 par value $0.001 per share (the “Parent Preferred Stock”)share, of which 3,500 24,760,620 shares are designated as Series A Convertible Preferred Stock, par value $0.001 per share (the “Parent Series A Preferred Stock”). (i) 35,182,081 shares of the Parent Common Stock are issued and outstanding as of October 2, 2006, (ii) no shares of Parent Series A Preferred Stock are were issued and outstanding as of the date hereofclose of business on October 31, 1999, and (iii) 5,000,000 shares of Preferred Stock, $.001 par value per share, of which no shares of Parent’s capital stock are being held in Parent’s treasury were issued and outstanding as of the date hereofclose of business on October 31, 1999. Part 3.3(a) As of the close of business on October 31, 1999, Parent Disclosure Letter sets forth a true, correct and complete list of the number of had reserved (a) 6,630,000 shares of Common Stock for issuance to employees and independent contractors pursuant to Parent's 1996 Stock Option Plan (the "PARENT EMPLOYEE STOCK OPTION PLAN"), of which, as of October 31, 1999, 4,073,942 shares had been issued pursuant to option exercises and 1,939,774 shares were subject to outstanding, unexercised options (b) 250,000 shares of Common Stock for issuance to directors pursuant to Parent's 1999 Directors' Stock Option Plan (the "PARENT DIRECTORS STOCK OPTION PLAN"), of which, as of October 31, 1999, no shares had been issued pursuant to option exercises and 50,000 shares were subject to outstanding, unexercised options and (c) options to purchase 560,267 shares were outstanding under the Marketwave stock plan assumed by Parent. As of October 31, 1999, 20,000 shares of Common Stock were issuable pursuant to an outstanding warrant. There are no other outstanding shares of capital stock or voting securities of Parent other than shares of Parent Common Stock held by each registered holder thereof as issued after the date of October 2, 2006. All outstanding shares this Agreement upon the exercise of options issued under the Parent Common Employee Stock and Option Plan or the Parent Preferred Directors Stock were duly authorized and validly issuedOption Plan. Other than as contemplated under this Agreement, and there are fully paid and nonassessable and not subject to no other options, warrants, calls, rights, commitments or issued in violation agreements of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under the provisions of Delaware General Corporation Law (“DGCL”), the Parent Charter Documents or any Contract character to which Parent or Merger Sub is a party or by which it either of them is bound. There are no accrued and unpaid dividends with respect bound obligating Parent or Merger Sub to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any outstanding shares of the capital stock of Parent or any Parent Subsidiary. (b) As of the date hereof, Parent has reserved 8,971,131 shares of the Parent Common Stock for issuance to permitted grantees pursuant to the equity-based compensation plans included as exhibits to Parent’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Parent Stock Plans”) of which (i) 2,303,771 shares of the Parent Common Stock have been issued pursuant to option exercises, (ii) 2,916,792 shares are subject to outstanding, unexercised options for Parent Company Stock, with a weighted-average exercise price of $10.86, (iii) 669,729 shares have been issued pursuant to restricted stock awards, and (iv) 3,074,982 shares remain available for issuance thereunder. Parent has made available to Company an accurate and complete copy of the Parent Stock Plans and the forms of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase shares of the Parent Common Stock other than pursuant to the Parent Stock Plans. All shares of the Parent 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 are no Contracts of any character to which Parent is bound Merger Sub or obligating Parent or Merger Sub to accelerate the vesting of grant, extend or enter into any Parent Option as a result of the transactions contemplated by this Agreement. Except for the Parent Stock Planssuch option, there are no outstanding warrant, call, right, commitment or authorized stock appreciation, stock purchase, profit participation, “phantom stock,” or other similar plans or Contracts with respect to Parent or any Parent Subsidiaryagreement. (c) All outstanding shares of the Parent Common Stock and the Parent Preferred Stock, all outstanding Parent Options, and all outstanding shares of capital stock of each Parent Subsidiary have been issued and granted in compliance with (i) all applicable federal, state and foreign securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable agreements or instruments.

Parent Capitalization. (a) Schedule 5.7(a) sets out particulars of the authorized and issued shares and other Convertible Securities of Parent as of the date hereof, including the number of shares of the following: (i) issued and outstanding Parent Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Parent Shares reserved for future award grants under any equity incentive plan; (iv) each series of preferred stock of Parent; and (v) warrants or stock purchase rights. Other than the shares and other Convertible Securities listed as issued and outstanding on Schedule 5.7(a), there are no other issued or outstanding shares and other Convertible Securities in the capital of Parent. All the shares and other Convertible Securities indicated on such Schedule as being issued and outstanding have been duly authorized and validly issued, all such outstanding shares are fully paid and non-assessable and all such outstanding shares were issued in compliance with all applicable foreign, state and federal laws concerning the issuance of securities. The authorized capital rights, preferences, privileges and restrictions of the Merger Consideration consisting of Parent Shares are as stated in the Organizational Documents of Parent and as provided by the Delaware General Corporation Law. Each share of preferred stock of Parent consists solely of 600,000,000 shares of the is convertible into Parent Common Stock and 200,000,000 shares of the preferred stock, par value $0.001 per share (the “Parent Preferred Stock”), of which 3,500 shares are designated as Series A Convertible Preferred Stock, par value $0.001 per share (the “Parent Series A Preferred Stock”). (i) 35,182,081 shares of the Parent Common Stock are issued and outstanding as of October 2, 2006, (ii) no shares of Parent Series A Preferred Stock are issued and outstanding Shares on a one-for-one basis as of the date hereof, and (iii) no shares of Parent’s capital stock are being held in Parent’s treasury as the consummation of the date hereof. Part 3.3(a) of transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to the Parent Disclosure Letter sets forth a true, correct and complete list of the number of shares of the Parent Common Stock held by each registered holder thereof as of October 2, 2006. All outstanding shares of the Parent Common Stock and the Parent Preferred Stock were duly authorized and validly issuedany series of preferred stock of Parent. For purposes of hereof, and are fully paid and nonassessable and not subject to or issued in violation of “Convertible Securities” means any purchase right, unit, option, call option, right of first refusal, pre-emptive right, subscription right warrant or any similar right under the provisions of Delaware General Corporation Law (“DGCL”)other security, the Parent Charter Documents including, without limitation, any loan, note or any Contract to other instrument or agreement evidencing indebtedness of Parent, which Parent is a party may be converted or by which it is bound. There are no accrued and unpaid dividends with respect to any outstanding exchanged into shares of in the capital stock of Parent or any Parent Subsidiarywhich carries a right to acquire shares in the capital of the Parent. (b) As Upon issuance in accordance with this Agreement, the Merger Consideration consisting of the date hereof, Parent has reserved 8,971,131 shares of the Parent Common Stock for issuance to permitted grantees pursuant to the equity-based compensation plans included as exhibits to Parent’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Parent Stock Plans”) of which (i) 2,303,771 shares of the Parent Common Stock have been issued pursuant to option exercises, (ii) 2,916,792 shares are subject to outstanding, unexercised options for Parent Company Stock, with a weighted-average exercise price of $10.86, (iii) 669,729 shares have been issued pursuant to restricted stock awards, and (iv) 3,074,982 shares remain available for issuance thereunder. Parent has made available to Company an accurate and complete copy of the Parent Stock Plans and the forms of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase shares of the Parent Common Stock other than pursuant to the Parent Stock Plans. All shares of the Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, Shares will be duly authorized, validly issued, fully paid and nonassessable. There are no Contracts non-assessable, free and clear of any character all Encumbrances imposed or created by or otherwise resulting from the acts or omissions of Parent (except for subject to which Parent is bound obligating Parent to accelerate the vesting of any Parent Option as a result of the transactions contemplated by this Agreement. Except for the Parent Stock Plans, there are no outstanding or authorized stock appreciation, stock purchase, profit participation, “phantom stock,” or other similar plans or Contracts with respect to Parent or any Parent Subsidiary. (c) All outstanding shares of the Parent Common Stock and the Parent Preferred Stock, all outstanding Parent Options, and all outstanding shares of capital stock of each Parent Subsidiary have been issued and granted in compliance with (i) all applicable federal, state and foreign securities laws and other applicable Legal Requirements and (ii) all requirements restrictions set forth in applicable agreements or instrumentsthe Lock-Up Agreements, the Voting Agreement, the Right of First Refusal and Co-Sale Agreement and the Bylaws of Parent, as amended from time to time).

Parent Capitalization. (a) As of October 29, 2018, the authorized capital of Parent consists of 100,000,000 shares of Parent Common Stock, of which 36,483,515 shares are issued and outstanding, and 5,000,000 shares of Parent preferred stock, none of which are issued and outstanding. The authorized rights, preferences, privileges and restrictions of the capital stock of Parent consists solely are as stated in Parent’s certificate of 600,000,000 shares incorporation. (b) As of the Parent Common Stock and 200,000,000 shares of the preferred stockOctober 29, par value $0.001 per share (the “Parent Preferred Stock”)2018, of which 3,500 shares are designated as Series A Convertible Preferred Stock, par value $0.001 per share (the “Parent Series A Preferred Stock”). (i) 35,182,081 10,279,094 shares of the Parent Common Stock are issued and reserved for issuance under Parent’s 2012 Stock Incentive Plan, of which 4,142,806 shares are subject to outstanding as of October 2, 2006options or restricted stock units, (ii) 220,623 shares of Parent Common Stock are issuable upon the exercise of outstanding options under Parent’s Amended and Restated 2004 Stock Option and Incentive Plan, (iii) 840,000 shares of Parent Common Stock are subject to outstanding options or restricted stock units under Parent’s 2018 Inducement Plan, (iv) 625,000 shares of Parent Common Stock are subject to outstanding options and restricted stock units under Parent’s 2014 Stock Option Inducement Plan and (v) no shares of Parent Series A Preferred Common Stock are issued and subject to outstanding options or restricted stock units under Parent’s ▇▇▇▇ ▇▇▇ Inducement Plan (clauses (i) through (v), collectively, the “Parent Options”). (c) Except for the Parent Options, as of October 29, 2018: (i) there are no other existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) or agreements to which Parent is a party requiring the date hereofissuance, sale or transfer by Parent of any additional shares of capital stock or other equity securities of Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock of Parent or other equity securities of Parent; and (iiiii) there are no outstanding stock appreciation, phantom stock, profit participation or similar rights issued by or through Parent with respect to Parent. (d) All shares of Parent’s capital stock are being held in Parent’s treasury as of the date hereof. Part 3.3(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of the number of shares of the Parent Common Stock held by each registered holder thereof as of October 2, 2006. All outstanding shares of the Parent Common Stock and the Parent Preferred Stock were have been duly authorized and validly issued, and are fully paid and nonassessable and have been issued and granted in all material respects in compliance with all applicable securities laws. All shares of Parent Common Stock which may be issued pursuant to the Transaction, when issued in accordance with the terms hereof, will be voting stock that is duly authorized, validly issued, fully paid and nonassessable, free and clear of any Liens created by Parent (including restrictions on rights of disposition other than restrictions created under applicable securities laws) and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under the provisions of Delaware General Corporation Law (“DGCL”)preemptive rights created by statute, the certificate of incorporation or bylaws of Parent Charter Documents or any Contract to which Parent is a party or by which it is bound. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of Parent or any Parent Subsidiary. (b) As of the date hereof, Parent has reserved 8,971,131 shares of the Parent Common Stock for issuance to permitted grantees pursuant to the equity-based compensation plans included as exhibits to Parent’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Parent Stock Plans”) of which (i) 2,303,771 shares of the Parent Common Stock have been issued pursuant to option exercises, (ii) 2,916,792 shares are subject to outstanding, unexercised options for Parent Company Stock, with a weighted-average exercise price of $10.86, (iii) 669,729 shares have been issued pursuant to restricted stock awards, and (iv) 3,074,982 shares remain available for issuance thereunder. Parent has made available to Company an accurate and complete copy of the Parent Stock Plans and the forms of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase shares of the Parent Common Stock other than pursuant to the Parent Stock Plans. All shares of the Parent 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 are no Contracts of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent Option as a result of the transactions contemplated by this Agreement. Except for the Parent Stock Plans, there are no outstanding or authorized stock appreciation, stock purchase, profit participation, “phantom stock,” or other similar plans or Contracts with respect to Parent or any Parent Subsidiary. (c) All outstanding shares of the Parent Common Stock and the Parent Preferred Stock, all outstanding Parent Options, and all outstanding shares of capital stock of each Parent Subsidiary have been issued and granted in compliance with (i) all applicable federal, state and foreign securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable agreements or instruments.

Parent Capitalization. (a) The authorized capital stock of Parent consists solely of 600,000,000 1,000,000,000 shares of the Parent Common Stock Stock, of which 120,834,637 shares have been issued and 200,000,000 are outstanding as of the close of business on the day immediately preceding the date of this Agreement and 100,000,000 shares of the preferred stock, par value $0.001 per share (the “Parent Preferred Stock”), of which 3,500 shares are designated as Series A Convertible Preferred Stock, par value $0.001 per share (the “Parent Series A Preferred Stock”). (i) 35,182,081 shares of the Parent Common Stock are issued and outstanding as of October 2, 2006, (ii) no shares of Parent Series A Preferred Stock none are issued and outstanding as of the close of business on the day immediately preceding the date hereof, and (iii) no of this Agreement. All of the outstanding shares of Parent’s capital stock are being held in Parent’s treasury as of the date hereof. Part 3.3(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of the number of shares of the Parent Common Stock held by each registered holder thereof as of October 2, 2006. All outstanding shares of the Parent Common Stock and the Parent Preferred Stock were have been duly authorized and validly issued, and are fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, prenon-emptive right, subscription right or any similar right under the provisions of Delaware General Corporation Law (“DGCL”), the Parent Charter Documents or any Contract to which Parent is a party or by which it is bound. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of Parent or any Parent Subsidiaryassessable. (b) As of the date hereof, Parent has reserved 8,971,131 of this Agreement: (i) 794,600 shares of the Parent Common Stock for are subject to issuance to permitted grantees pursuant to the equity-based compensation plans included as exhibits to Parent’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Parent Stock Plans”) of which (i) 2,303,771 shares of options granted and outstanding under the Parent Common Stock have been issued pursuant to option exercisesPlan, (ii) 2,916,792 12,242,307 shares of Parent Common Stock are subject to outstanding, unexercised options reserved for future issuance under the Parent Company Stock, with a weighted-average exercise price of $10.86Plan, (iii) 669,729 22,087,797 shares have been issued of Parent Common Stock are subject to issuance pursuant to restricted stock awardsoptions granted and outstanding under Parent’s 2008 Stock Plan (as amended), and (iv) 3,074,982 shares remain available for issuance thereunder. Parent has made available to Company an accurate and complete copy of the Parent Stock Plans and the forms of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase 10,000 shares of the Parent Common Stock other than are subject to issuance pursuant to options granted and outstanding under the Parent Parent’s 2004 Stock Plans. All Option Plan (as amended) and (v) 2,500,000 shares of the Parent Common Stock subject to are reserved for future issuance under Parent’s 2013 Employee Stock Purchase Plan. Other than as aforesaidset forth in this Section 3.6(b), upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly there is no issued, fully paid and nonassessable. There are no Contracts of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent Option as a result of the transactions contemplated by this Agreement. Except reserved for the Parent Stock Plansissuance, there are no outstanding or authorized stock option, stock unit, stock appreciation, stock purchasephantom stock, profit participation, “phantom stock,” participation or other similar plans rights or Contracts equity-based awards with respect to Parent or any Parent SubsidiaryParent. (c) All outstanding shares of the Parent Common Stock and the Parent Preferred StockExcept as set forth in Section 3.6(b), all outstanding Parent Options, and all there are no: (i) outstanding shares of capital stock of each Parent Subsidiary have been issued and granted in compliance with (i) all applicable federalstock, state and foreign securities laws and or other applicable Legal Requirements and equity interest in, Parent; (ii) all requirements set forth outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in applicable agreements any way based on or derived from the value of any shares of capital stock or other securities of Parent, in each case other than derivative securities not issued by Parent; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of Parent; or (iv) Contracts under which Parent is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Parent Capitalization. (a) The authorized capital stock of Parent consists solely of 600,000,000 75,000,000 shares of the Parent Common Stock and 200,000,000 shares of the preferred stockStock, $.001 par value $0.001 per share (the “Parent Preferred Stock”)share, of which 3,500 21,874,844 shares are designated as Series A Convertible Preferred Stock, par value $0.001 per share (the “Parent Series A Preferred Stock”). (i) 35,182,081 shares of the Parent Common Stock are issued and outstanding as of October 2, 2006, (ii) no shares of Parent Series A Preferred Stock are were issued and outstanding as of the date hereofclose of business on August 31, 1999, and (iii) 5,000,000 shares of Preferred Stock, $.001 par value per share, of which no shares of Parent’s capital stock are being held in Parent’s treasury were issued and outstanding as of the date hereofclose of business on August 31, 1999. Part 3.3(a) As of the close of business on August 31, 1999, Parent Disclosure Letter sets forth a true, correct and complete list of the number of had reserved (a) 6,330,000 shares of Common Stock for issuance to employees and independent contractors pursuant to Parent's 1996 Stock Option Plan (the "PARENT EMPLOYEE STOCK OPTION PLAN"), of which, as of August 31, 1999, 4,073,942 shares had been issued pursuant to option exercises and 1,375,774 shares were subject to outstanding, unexercised options and (b) 250,000 shares of Common Stock for issuance to directors pursuant to Parent's 1999 Directors' Stock Option Plan (the "PARENT DIRECTORS STOCK OPTION PLAN"), of which, as of August 31, 1999, no shares had been issued pursuant to option exercises and 50,000 shares were subject to outstanding, unexercised options. As of August 31, 1999, 20,000 shares of Common Stock were issuable pursuant to an outstanding warrant. There are no other outstanding shares of capital stock or voting securities of Parent other than shares of Parent Common Stock held by each registered holder thereof as issued after the date of October 2, 2006. All outstanding shares this Agreement upon the exercise of options issued under the Parent Common Employee Stock and Option Plan or the Parent Preferred Directors Stock were duly authorized and validly issuedOption Plan. Other than as contemplated under this Agreement, and there are fully paid and nonassessable and not subject to no other options, warrants, calls, rights, commitments or issued in violation agreements of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under the provisions of Delaware General Corporation Law (“DGCL”), the Parent Charter Documents or any Contract character to which Parent or Merger Sub is a party or by which it either of them is bound. There are no accrued and unpaid dividends with respect bound obligating Parent or Merger Sub to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any outstanding shares of the capital stock of Parent or any Parent Subsidiary. (b) As of the date hereof, Parent has reserved 8,971,131 shares of the Parent Common Stock for issuance to permitted grantees pursuant to the equity-based compensation plans included as exhibits to Parent’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Parent Stock Plans”) of which (i) 2,303,771 shares of the Parent Common Stock have been issued pursuant to option exercises, (ii) 2,916,792 shares are subject to outstanding, unexercised options for Parent Company Stock, with a weighted-average exercise price of $10.86, (iii) 669,729 shares have been issued pursuant to restricted stock awards, and (iv) 3,074,982 shares remain available for issuance thereunder. Parent has made available to Company an accurate and complete copy of the Parent Stock Plans and the forms of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase shares of the Parent Common Stock other than pursuant to the Parent Stock Plans. All shares of the Parent 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 are no Contracts of any character to which Parent is bound Merger Sub or obligating Parent or Merger Sub to accelerate the vesting of grant, extend or enter into any Parent Option as a result of the transactions contemplated by this Agreement. Except for the Parent Stock Planssuch option, there are no outstanding warrant, call, right, commitment or authorized stock appreciation, stock purchase, profit participation, “phantom stock,” or other similar plans or Contracts with respect to Parent or any Parent Subsidiaryagreement. (c) All outstanding shares of the Parent Common Stock and the Parent Preferred Stock, all outstanding Parent Options, and all outstanding shares of capital stock of each Parent Subsidiary have been issued and granted in compliance with (i) all applicable federal, state and foreign securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable agreements or instruments.

Parent Capitalization. (a) As of September 18, 2014, the authorized capital of Parent consists of 250,000,000 shares of Parent Common Stock, of which 107,615,211 shares are issued and outstanding; and 5,000,000 shares of Parent preferred stock, none of which are issued and outstanding. The authorized rights, preferences, privileges and restrictions of the capital stock of Parent consists solely are as stated in Parent’s certificate of 600,000,000 incorporation. (b) As of September 18, 2014, 13,298,917 shares of the Parent Common Stock and 200,000,000 shares of the preferred stock, par value $0.001 per share (the “Parent Preferred Stock”), of which 3,500 shares are designated as Series A Convertible Preferred Stock, par value $0.001 per share (the “Parent Series A Preferred Stock”). (i) 35,182,081 shares of the Parent Common Stock are issued and outstanding as reserved for issuance under Parent’s 2012 Equity Incentive Plan, of October 2, 2006, (ii) no which 7,648,071 shares are subject to awards with respect to shares of Parent Series A Preferred Common Stock are issued (“Parent Awards”). (c) Except for (x) the Parent Awards and outstanding as of the date hereof, and (iii) no shares of Parent’s capital stock are being held set forth in Parent’s treasury as of the date hereof. Part 3.3(aSection 4.5(c) of the Parent Disclosure Letter sets Schedule, and (y) those rights set forth a true, correct and complete list of the number of shares in Section 4.5(c) of the Parent Common Stock held by each registered holder thereof Disclosure Schedule, as of October 2September 18, 2006. All outstanding 2014: (i) there are no other existing options, warrants, calls, rights (including conversion rights, preemptive rights, co‑sale rights, rights of first refusal or other similar rights) or agreements to which the Parent is a party requiring the issuance, sale or transfer by Parent of any additional shares of capital stock or other equity securities of Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock of Parent or other equity securities of Parent; and (ii) there are no outstanding stock appreciation, phantom stock, profit participation or similar rights issued by or through Parent with respect to Parent. (d) All shares of Parent Common Stock and the Parent Preferred Stock were have been duly authorized and validly issued, and are fully paid and nonassessable non‑assessable and have been issued and granted in all material respects in compliance with all applicable securities laws. All shares of Parent Common Stock which may be issued pursuant to the Merger, including upon exercise of Company Options assumed by Parent hereunder will be, when issued in accordance with the terms hereof and, in the case of assumed Company Options, thereof, voting stock that is duly authorized, validly issued, fully paid and non‑assessable, free and clear of any Liens created by Parent (including restrictions on rights of disposition) and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under the provisions of Delaware General Corporation Law (“DGCL”)preemptive rights created by statute, the Amended and Restated Certificate of Incorporation or Bylaws of Parent Charter Documents or any Contract to which Parent is a party or by which it is bound. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of Parent or any Parent Subsidiary. (b) As of the date hereof, Parent has reserved 8,971,131 shares of the Parent Common Stock for issuance to permitted grantees pursuant to the equity-based compensation plans included as exhibits to Parent’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Parent Stock Plans”) of which (i) 2,303,771 shares of the Parent Common Stock have been issued pursuant to option exercises, (ii) 2,916,792 shares are subject to outstanding, unexercised options for Parent Company Stock, with a weighted-average exercise price of $10.86, (iii) 669,729 shares have been issued pursuant to restricted stock awards, and (iv) 3,074,982 shares remain available for issuance thereunder. Parent has made available to Company an accurate and complete copy of the Parent Stock Plans and the forms of all stock option agreements evidencing Parent Options. There are no options outstanding to purchase shares of the Parent Common Stock other than pursuant to the Parent Stock Plans. All shares of the Parent 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 are no Contracts of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent Option as a result of the transactions contemplated by this Agreement. Except for the Parent Stock Plans, there are no outstanding or authorized stock appreciation, stock purchase, profit participation, “phantom stock,” or other similar plans or Contracts with respect to Parent or any Parent Subsidiary. (c) All outstanding shares of the Parent Common Stock and the Parent Preferred Stock, all outstanding Parent Options, and all outstanding shares of capital stock of each Parent Subsidiary have been issued and granted in compliance with (i) all applicable federal, state and foreign securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable agreements or instruments.