Common use of Authorized and Outstanding Stock Clause in Contracts

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist of 200,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock. (b) All of the issued and outstanding shares of capital stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable, with no personal liability attaching to the ownership thereof. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designation, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed by or through the Company, except for restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any of the Related Agreements, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such right. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of the Purchased Shares or the Conversion Shares.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company He-Ro consists of (immediately prior to the Closingi) will consist of 200,000,000 25,000,000 shares of Common Stock of which 6,717,333 shares are validly issued and 10,000,000 outstanding and, based on He-Ro's transfer agent list, as of a date not more than thirty (30) days prior to this Agreement attached hereto as Schedule 2.6(a), held of record by the shareholders set forth thereon; and all shareholders known to He-Ro who own of record in excess of 5% of the Common Stock of He-Ro are set forth on Schedule 2.6(b) (setting forth such person's name, amount of shares of Common Stock owned by such person and the percentage of outstanding Common Stock owned by such person, as calculated in accordance with the proxy rules of the Exchange Act), and (ii) 1,000,000 shares of preferred stock, $.01 par value $.001 per share (the "Preferred Stock"value, none of which are currently outstanding. Except as set forth on Schedule 2.6(c), of which (x) 2,300,000 there are no treasury shares of Preferred Stock have been designated as Junior Nonheld by He-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock. (b) Ro. All of the issued and outstanding shares of capital stock of the Company areeach Subsidiary are duly and validly authorized, and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable. All issued and outstanding shares of capital stock of He-Ro and its Subsidiaries are free from any restrictions on transfer, with no personal liability attaching to the ownership thereofexcept for restrictions imposed by federal or state securities or "blue-sky" laws. When issued in accordance with the terms hereof and, in the case A sufficient number of the Conversion Shares authorized but unissued shares of Common Stock has been reserved for issuance in accordance with the terms of this Agreement. Except as otherwise set forth in Schedule 2.6(c), there are no outstanding warrants, options (including, but not limited to, options granted under the Charter He-Ro's stock option plans), commitments, preemptive rights, rights to acquire or purchase, conversion rights or demands or any character relating to the capital stock or other securities of He-Ro (collectively the "Stock Rights"). Schedule 2.6(c) sets forth a detailed listing of the following items with respect to the Stock Rights: (i) the name of each holder of the Stock Rights, (ii) the number of shares subject to such Stock Rights, (iii) the exercise price for the shares to be issued pursuant to such Stock Rights, (iv) the vesting schedule for such Stock Rights, and (v) any other material information with respect to the Certificate Stock Rights. All issued and outstanding shares of DesignationCommon Stock of He-Ro were issued (i) in transactions duly registered under the Securities Act, or in transactions exempt from the Purchased registration provisions of the Securities Act, and (ii) in compliance with or in transactions exempt from the registration provisions of applicable state securities or "blue-sky" laws. (b) Durnard Limited (Hong Kong) ("Durnard") is a wholly-owned subsidiary of He-Ro. In March 1994, He-Ro issued to Durnard 1,343,462 shares of Common Stock of He-Ro (the "Durnard Shares"). Durnard owns the Durnard Shares and the Conversion Shares will be free and clear of all Liens imposed by or through (the Company, except for restrictions imposed by Federal or state securities or "blue sky" laws lien thereon having been released in October 1995) and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any of the Related Agreements, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such right. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of the Purchased Shares or the Conversion Shares.party

Authorized and Outstanding Stock. (a) SCHEDULE 5.4 attached hereto contains the name and address of each Isys Shareholder and the number of Shares owned by each Isys Shareholder. The authorized capital capitalized stock of the Company (immediately prior to the Closing) will consist of 200,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock. (b) Isys is set forth on SCHEDULE 5.4. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. Except as set forth on SCHEDULE 5.4, no Shares are held in the treasury of Isys or reserved for issuance. Except as set forth on SCHEDULE 5.4, there are not as of the date hereof and there will not be at the effective time any outstanding or authorized options, warrants, call rights, commitments or any other agreements of any character to which Isys is a party, or by which it is bound, requiring it to issue, transfer, sell, purchase, redeem or acquire any shares of capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock or other securities of Isys. There are not as of the date hereof and there will not be at the Effective Time any shareholder agreement, voting trust or other agreements or understandings to which Isys or Rombxxx xx bound relating to the Shares. Each Isys Shareholder has good and valid title to the shares specified on SCHEDULE 5.4 as being owned by him, free and clear of all liens, charges, encumbrances, pledges, voting agreements and any other encumbrances or restrictions on transfer. All issued and outstanding shares of capital stock of the Company are, and when Isys were issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable, with no personal liability attaching to the ownership thereof. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designation, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed by or through the Company, except for restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any of the Related Agreements, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by in transactions exempt from the Company to purchase or acquire any shares of capital stock registration provisions of the Company is authorized or outstanding Securities Act of 1933, as amended (the "Act"), and (ii) there is not any commitment in compliance with or in transactions exempt from the registration provisions of the Company to issue any subscription, warrant, option, convertible security applicable state securities or other such right. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of the Purchased Shares or the Conversion Sharesblue-sky laws.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $.001 0.001 per share (the "“Preferred Stock"”), of which . (xi) 2,300,000 There are 10,000,000 shares of Preferred Stock authorized under the Articles of Incorporation, of which 625,000 shares have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock.Stock all of which will be sold pursuant to this Agreement. The rights, privileges, and preferences of the Series A Preferred Stock will be as stated in the Company’s Certificate of Designation attached hereto as Appendix A. (b) The issued and outstanding capital stock of the Company (immediately prior to the Closing) will consist of 6,780,000 shares of Common Stock. There are no outstanding shares of Preferred Stock, and the Company has no plans to issue any Preferred Stock except as stated in this Agreement. All of the issued and outstanding shares of capital stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable, with no personal liability attaching to the ownership thereof. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designationhereof, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed by or through the Company, except for restrictions imposed by Federal or state securities or "“blue sky" ” laws and except for those imposed pursuant to this Agreement or any of the Related AgreementsAgreement. As of the Closing, the The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class or series of capital stock of the Purchased Shares will be Company are as set forth in the Charter and Certificate certified Articles of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable lawIncorporation of the Company delivered under Section 5.6 hereof. (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the ClosingUnless otherwise noted in Schedule 2.4, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any of the Related Agreements, is (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and Company, (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such rightright or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company, (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof and (iv) there are no agreements, written or oral, between the Company and any holder of its capital stock relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to (i) any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of any capital stock of the Purchased Shares Company. No person or entity has been granted rights by the Conversion SharesCompany with respect to the registration of any capital stock of the Company under the Securities Act of 1933, as amended (the “Securities Act”). All of the issued and outstanding shares of the Company’s capital stock have been offered, issued and sold by the Company in compliance with applicable Federal and state securities laws.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $.001 0.01 per share (the "“Preferred Stock"”), of which (x) 2,300,000 and 5,500 shares of Preferred Stock have been designated as Junior Non-Voting Convertible the Series B Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 Stock and 1,000,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock. (b) As of November 13, 2007, the issued and outstanding capital stock of the Company consists of 30,097,473 shares of Common Stock. There are no outstanding shares of Preferred Stock. In addition, options to purchase an aggregate of 1,816,009 shares of Common Stock have been granted and are unexercised under the Stock Plans, and unvested restricted stock units (or RSUs) for an aggregate of 264,046 shares have been granted under the Stock Plans. All of the issued and outstanding shares of capital stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable. The shares of Common Stock issuable upon conversion of the Purchased Shares (the “Conversion Shares”) and upon exercise of the Warrants have been reserved for issuance and, when issued upon conversion thereof in accordance with no personal liability attaching the terms of the Certificate of Designation or the Warrants, as the case may be, will be validly issued and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer under applicable law or any contract to which the ownership thereofCompany is a party, other than those under applicable state and federal securities and antitakeover laws, the Investor Rights Agreement and the Rights Agreement. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designationhereof, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed by or through the Company, except for restrictions imposed by Federal or state securities or "“blue sky" ” laws and except for those imposed pursuant to this Agreement or any of the Related AgreementsInvestor Rights Agreement. As of the Closing, the The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class or series of capital stock of the Purchased Shares will be Company are as set forth in the Charter and Certificate Company’s restated certificate of Designation and all such designationsincorporation, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable lawas amended. (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any of the Related Agreements, Agreement: (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such rightright or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof; and (iv) there are no agreements between the Company and any holder of its capital stock relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of any capital stock of the Purchased Shares Company. Except as provided in the Investor Rights Agreement, no person or entity has been granted rights by the Conversion SharesCompany with respect to the registration of any capital stock of the Company under the Securities Act of 1933, as amended (the “Securities Act”).

Authorized and Outstanding Stock. (a) The After giving effect to the transactions contemplated hereby, the authorized capital stock of the Company (immediately prior to the Closing) will consist of 200,000,000 (i) 30,000,000 shares of its Common Stock Stock, of which 9,925,447 shares were issued and 10,000,000 outstanding as of November 21, 2003, and (ii) 9,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"), of which (xa) 2,300,000 4,000,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock. , par value $0.01 per share, no shares of which are outstanding, and (b) All 1,500,000 shares have been designated as Series B Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), 801,448 shares of which are issued and outstanding as of November 21, 2003, and (c) 1,500,000 shares have been designated as Series C Preferred Stock, 166,667 shares of which are issued and outstanding. Except as disclosed in the Company SEC reports (as defined below) and in the Transaction Documents, there are no outstanding subscriptions, options, warrants, phantom rights, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the issued and Company. Except as set forth in the Company SEC Reports, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or any interests therein. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company arewill have been duly and validly authorized and issued and will be fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. Assuming the accuracy of the Investor's representations in Section III, the offer, issuance, sale and delivery of the Shares and Conversion Shares are or will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act") and the qualification or registration provisions of applicable state securities laws. The Company has duly and validly authorized and reserved 1,500,000 shares of Common Stock for issuance upon conversion of the Series B Preferred Stock, and when the shares issuable upon conversion of the Series B Preferred Stock in accordance with the Certificate of Incorporation will, upon such conversion and issuance, be validly issued, fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. The Company has duly and validly authorized and reserved 166,667 shares of Common Stock for issuance upon conversion of the Series C Preferred Stock, and the Conversion Shares issued in accordance with the terms hereofCertificate of Incorporation will, the Purchased Shares upon such conversion and the Conversion Shares will beissuance, duly authorized and be validly issued and issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter assessable and the Certificate of Designation, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed liens and encumbrances created by or through the Company. There are no preemptive rights, except for restrictions imposed by Federal rights of first refusal, put or state securities call rights or "blue sky" laws and except for those imposed pursuant obligations or anti-dilution rights with respect to this Agreement the issuance, sale or any redemption of the Related AgreementsCompany's capital stock, other than rights set forth herein or in the Certificate of Incorporation. As of Other than the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as rights set forth in the Charter and Certificate of Designation and all such designationsTransaction Documents, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect there are no rights to have the Company's capital stock registered for sale to the transactions contemplated herein public pursuant to occur at the Closinglaws of any jurisdiction, if and there are no stock options are exercised between the date agreements of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any of the Related Agreements, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of which the Company is authorized or outstanding and (ii) there is not any commitment aware relating to the voting of the Company to issue any subscription, warrant, option, convertible security Company's voting securities or other such right. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by restrictions on the Company with respect to the issuance transfer of the Purchased Shares or the Conversion SharesCompany's capital stock.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 500,000,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock Stock”) and 10,000,000 7,000,000 shares of preferred stock, par value $.001 0.0001 per share (the "“Preferred Stock"”), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible . Of such Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 4,000,000 shares of Preferred Stock have been are designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 upon the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, 800,000 shares of Preferred Stock have been will be designated as the Series A B Preferred Stock. (b) As of July 23, 2021 (the “Capitalization Date”), (i) 201,734,317 shares of Common Stock were issued and outstanding, (ii) 4,000,000 shares of Series A Preferred Stock were issued and outstanding, (iii) 4,000,000 shares of Common Stock were reserved for issuance upon conversion of the Series A Preferred Stock, (iv) 162,500 shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options and (v) 1,684,948 shares of Common Stock were reserved for issuance upon the vesting of restricted stock units issued pursuant to the Stock Plans. Except as set forth in the foregoing sentence, there are no outstanding securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of, or other equity or voting interests of any character in, the Company. (c) All of the issued and outstanding shares of capital stock Common Stock of the Company arehave been duly authorized and are validly issued, fully paid and non-assessable. The Purchased Shares have been duly authorized and, when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer under applicable law or any contract to which the Company is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities laws and Section 4.2 of this Agreement. The shares of Common Stock issuable upon conversion of the Purchased Shares (the “Conversion Shares”) and the shares of Common Stock that may be received as payment of dividends in kind on the Series B Preferred Stock (the “Dividend Shares”) have been duly authorized and reserved for issuance and, when issued upon conversion of the Purchased Shares in accordance with the terms thereof or as payment of dividends in kind on the Purchased Shares, in each case as set forth in the Certificate of Designation, will be validly issued and fully paid and non-assessable. No share of Common Stock has been, with no personal liability attaching and none of the Purchased Shares, Conversion Shares and Dividend Shares will be when issued, issued in violation of any preemptive right arising by operation of law, under the Certificate of Incorporation, the Bylaws or any contract, or otherwise. None of the Purchased Shares, Conversion Shares and Dividend Shares will be when issued subject to any restrictions on transfer under applicable law or any contract to which the ownership thereofCompany is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities laws, and Section 4.2 of this Agreement. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with and the terms of the Charter and the Certificate of DesignationDesignation (as applicable), the Purchased Shares, Conversion Shares and the Conversion Dividend Shares will be free and clear of all Liens imposed liens (other than liens incurred by Purchaser or through the Companyits Affiliates, except for restrictions arising under applicable securities laws, or restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to the this Agreement or any of the Related Agreements. As of the ClosingAgreement, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to or the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred StockRegistration Rights Agreement). (d) Except as provided otherwise expressly described in this Agreement or any Section 2.4 and as contemplated by that certain Securities Purchase Agreement, dated as of the Related Agreementsdate hereof, by and among BTO June Holdings L.P., Blackstone Tactical Opportunities Fund – FD L.P. and the Company, a copy of which has been made available to Purchaser (the “Blackstone Agreement”): (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) right, commitment, agreement, arrangement issued by the Company or any other obligation of the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not any commitment commitment, agreement, arrangement or obligation of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute capital stock of, or other equity or voting interest (or voting debt) in, the Company; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof; (iv) there are no obligations of the Company to grant, extend or enter into any subscription, warrant, right. No person , convertible or entity is entitled exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests (or voting debt) in, the Company; (v) there are no outstanding shares of capital stock of, or other equity or voting interests of any character in, the Company as of the date hereof other than shares that have become outstanding after the Capitalization Date which were reserved for issuance as of the Capitalization Date as set forth in Section 2.4(a) or pursuant to the exercise, after the Capitalization Date, of outstanding stock options described in Section 2.4(b)(iii) or stock options issued and subsequently exercised after the Capitalization Date; (vi) there are no agreements, arrangements or commitments between the Company and any Person relating to the acquisition, disposition or voting of the capital stock of, or other equity or voting interest (or voting debt) in, the Company and (vii) there are no equity appreciation, phantom equity, profit participation or similar rights with respect to the Company or any of its capital stock or equity interests. There exists no preemptive right, right whether arising by operation of first refusal law, under the Certificate of Incorporation, the Bylaws or similar rights granted by the Company any contract, or otherwise, with respect to the issuance of any capital stock of the Purchased Shares or the Conversion SharesCompany.

Authorized and Outstanding Stock. (a) The After giving effect to the transactions contemplated hereby, the authorized capital stock of the Company (immediately prior to the Closing) will consist of 200,000,000 (i) 30,000,000 shares of its Common Stock Stock, of which 9,923,998 shares were issued and 10,000,000 outstanding as of October 16, 2003, and (ii) 9,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"), of which (xa) 2,300,000 4,000,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock. , par value $0.01 per share, no shares of which are outstanding, and (b) All 1,500,000 shares have been designated as Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), 801,448 shares of which are issued and outstanding as of October 19, 2003, and (c) 166,667 shares have been designated as Series C Preferred Stock, 166,667 shares of which are issued and outstanding. Except as disclosed in the Company SEC reports (as defined below) and in the Transaction Documents, there are no outstanding subscriptions, options, warrants, phantom rights, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the issued and Company. Except as set forth in the Company SEC Reports, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or any interests therein. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company arewill have been duly and validly authorized and issued and will be fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. Assuming the accuracy of the Investors representations in Section III, the offer, issuance, sale and delivery of the Shares and Conversion Shares are or will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”) and the qualification or registration provisions of applicable state securities laws. The Company has duly and validly authorized and reserved 1,500,000 shares of Common Stock for issuance upon conversion of the Series B Preferred Stock, and when the shares issuable upon conversion of the Series B Preferred Stock in accordance with the Certificate of Incorporation will, upon such conversion and issuance, be validly issued, fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. The Company has duly and validly authorized and reserved 166,667 shares of Common Stock for issuance upon conversion of the Series C Preferred Stock, and the Conversion Shares issued in accordance with the terms hereofCertificate of Incorporation will, the Purchased Shares upon such conversion and the Conversion Shares will beissuance, duly authorized and be validly issued and issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter assessable and the Certificate of Designation, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed liens and encumbrances created by or through the Company. There are no preemptive rights, except for restrictions imposed by Federal rights of first refusal, put or state securities call rights or "blue sky" laws and except for those imposed pursuant obligations or anti-dilution rights with respect to this Agreement the issuance, sale or any redemption of the Related AgreementsCompany’s capital stock, other than rights set forth herein or in the Certificate of Incorporation. As of Other than the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as rights set forth in the Charter and Certificate of Designation and all such designationsTransaction Documents, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect there are no rights to have the Company’s capital stock registered for sale to the transactions contemplated herein public pursuant to occur at the Closinglaws of any jurisdiction, if and there are no stock options are exercised between the date agreements of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any of the Related Agreements, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of which the Company is authorized or outstanding and (ii) there is not any commitment aware relating to the voting of the Company to issue any subscription, warrant, option, convertible security Company’s voting securities or other such right. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by restrictions on the Company with respect to the issuance transfer of the Purchased Shares or the Conversion SharesCompany’s capital stock.

Authorized and Outstanding Stock. (a) The On the date hereof, before giving -------------------------------- effect to the first Closing, the authorized capital stock of the Company (immediately prior to the Closing) will consist of 200,000,000 (i) 1,000,000 shares of Common Stock Stock, of which 50,000 shares are validly issued and 10,000,000 outstanding and held of record and owned beneficially as set forth in Schedule 2.4 attached hereto; and (ii) 470,000 shares of preferred stock, par value $.001 per share (the "Preferred ------------ Stock"), of which (x) 2,300,000 400,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock will have been designated as Series A Preferred Stock. Stock with the rights, terms and privileges set forth in Exhibit A to --------- the Preferred Stock Purchase Agreement, and of which no shares will be issued or outstanding; and (by) 70,000 shares will have been designated as Series B Preferred Stock with the rights, terms and privileges set forth in Exhibit A to --------- the Preferred Stock Purchase Agreement, and of which no shares will be issued or outstanding. There are no treasury shares held by the Company. All of the issued and outstanding shares of capital stock of the Company are, and when issued in accordance with the terms hereof, the all Purchased Shares and the Conversion Shares issued when issued in accordance with the Preferred Stock Purchase Agreement will be, duly authorized and validly authorized, validly issued and fully paid and non-assessable, with no personal liability attaching to the ownership thereof. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter assessable and the Certificate of Designation, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed by or through the Companyfrom any restrictions on transfer, except for restrictions imposed by Federal federal or state securities or "blue blue-sky" laws and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable lawAgreement. (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any of the Related Agreements, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such right. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of the Purchased Shares or the Conversion Shares.

Authorized and Outstanding Stock. (a) The As of the Closing Date, the authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 100,000,000 shares of Common Stock and 10,000,000 shares of preferred common stock, par value $.001 1.00 per share (the "Preferred “Common Stock"), of which (x”) 2,300,000 and no shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stockpreferred stock. (b) As of the close of business on May 11, 2022 (the “Capitalization Date”), 24,732,809 shares of Common Stock were issued and outstanding, 856,566 shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options issued pursuant to the Stock Plans or upon the settlement of restricted stock units and performance stock units issued pursuant to the Stock Plans. Except as set forth in the foregoing sentence, there are no outstanding securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of, or other equity or voting interests of any character in, the Company. Since the Capitalization Date through the Closing Date, except for shares of Common Stock issued upon the exercise of outstanding stock options issued pursuant to the Stock Plan or upon the settlement of restricted stock units and performance stock units issued pursuant to the Stock Plans, no shares of Common Stock have been authorized, issued, redeemed, repurchased or otherwise sold or acquired by the Company. (c) All of the issued and outstanding shares of capital stock Common Stock have been duly authorized and are validly issued, fully paid and non-assessable. The shares of Common Stock issuable upon conversion of the Company arePurchased Notes (or, if applicable, issuable upon conversion of the shares of Series A Preferred Stock issued upon exchange of the Purchased Notes) (the “Conversion Shares”) have been duly authorized and reserved for issuance and, when issued upon conversion of the Purchased Notes (or, if applicable, issuable upon conversion of the shares of Series A Preferred Stock issued upon exchange of the Purchased Notes) in accordance with the terms hereofthereof, the Purchased Shares and the Conversion Shares will be, duly authorized and be validly issued and fully paid and non-assessable. No share of Common Stock has been, with no personal liability attaching and none of the shares of Series A Preferred Stock issued upon exchange of the Purchased Notes and Conversion Shares will be, issued in violation of any preemptive right arising by operation of law, under the Certificate of Formation, the Bylaws or any contract, or otherwise. None of the Purchased Notes or shares of Series A Preferred Stock issued upon exchange of the Purchased Notes and Conversion Shares will be, when issued, subject to any restrictions on transfer under applicable law or any contract to which the ownership thereofCompany is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities laws and Section 4.2 of this Agreement. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with and the terms of the Charter and Indenture or the Certificate of DesignationDesignations (as applicable), the Purchased Shares Notes, the shares of Series A Preferred Stock issued upon exchange of the Purchased Notes and the Conversion Shares will be free and clear of all Liens liens (other than liens incurred by Purchaser or its Affiliates, restrictions arising under applicable securities laws, or restrictions imposed by this Agreement, the Indenture, the Amended Certificate, the Certificate of Designations or through the Registration Rights Agreement). (d) The execution and delivery of the Indenture and the performance by the Company of its obligations under the Indenture have been duly and validly authorized by the Company. Assuming due authorization, execution and delivery of the Indenture by the Trustee, the Indenture constitutes the valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except for restrictions imposed as such enforceability may be limited by Federal applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or state securities other similar legal requirement relating to or "blue sky" laws affecting creditors’ rights generally and except for those imposed pursuant as such enforceability is subject to this Agreement general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or any at law). (e) The Purchased Notes have been duly authorized, and, when executed and authenticated in accordance with the provisions of the Related Agreements. As Indenture and delivered to and paid for by the Purchaser, will have been duly executed and delivered by the Company and will constitute the valid and legally binding obligations of the ClosingCompany, enforceable against the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable Company in accordance with their terms and entitled to the benefits of the Indenture; provided that the enforceability thereof may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in accordance with applicable a proceeding in equity or at law). (cf) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options There are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any of the Related Agreements, no: (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) rights, commitments, agreements, arrangements issued by the Company or any other obligation of the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not any commitment commitments, agreements, arrangements or obligations of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute capital stock of, or other equity or voting interest (or voting debt) in, the Company; (iii) obligations on the Company to purchase, redeem or otherwise acquire any shares of the Company’s capital stock or to pay dividends or make any other distributions in respect thereof; (iv) obligations of the Company to grant, extend or enter into any subscription, warrant, right. No person , convertible or entity is entitled exchangeable security or other similar agreement or commitment relating to any preemptive rightcapital stock of, right or other equity or voting interests (or voting debt) in, the Company; (v) shares of first refusal capital stock outstanding, or similar rights granted by other equity or voting interests of any character in, the Company as of the Closing Date other than shares that have become outstanding after the Capitalization Date, which were reserved for issuance as of the Capitalization Date, as set forth in Section 2.4(a) or pursuant to the exercise, after the Capitalization Date, of outstanding stock options described in Section 2.4(b); (vi) agreements, arrangements or commitments between the Company and any Person relating to the acquisition, disposition or voting of the capital stock of, or other equity or voting interest (or voting debt) in, the Company; and (vii) preemptive rights, whether arising by operation of law, under the Certificate of Formation, the Bylaws or any contract, or otherwise, with respect to the issuance of any capital stock of the Purchased Shares or the Conversion SharesCompany.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 55,000,000 shares of Common Stock and 10,000,000 100,000 shares of preferred stockthe Company’s Preferred Stock, par value $.001 0.01 per share (the "“Preferred Stock"”), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock. (b) As of August 3, 2015, the issued and outstanding capital stock of the Company consists of 22,900,237 shares of Common Stock. There are no outstanding shares of Preferred Stock. As of August 3, 2015, the Company had reserved an aggregate of 5,500,000 shares of Common Stock for issuance to employees, directors and consultants pursuant to the Stock Plan, of which 2,193,450 shares of Common Stock are subject to outstanding, unexercised options as of such date under such Stock Plan. All of the issued and outstanding shares of capital stock of the Company are, are duly and when issued in accordance with the terms hereof, the Purchased Shares validly authorized and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable. The Warrant Shares have been reserved for issuance and, when issued upon exercise thereof in accordance with no personal liability attaching the terms of the Warrants, will be duly and validly issued and fully paid and non-assessable and will be free and clear of any Lien or claim and will not be subject to any preemptive right, rights of first refusal or any other restrictions on transfer under applicable law or any contract to which the ownership thereofCompany is a party, other than those under applicable state, “blue sky,” and federal securities and anti-takeover laws. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designationhereof, the Purchased Shares and the Conversion Shares Securities will be free and clear of all Liens imposed by or through the Company, except for restrictions imposed by Federal federal or state securities or "“blue sky" ” laws and except for those imposed pursuant to this Agreement or any of the Related AgreementsAgreement. As of the Closing, the The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class or series of capital stock of the Purchased Shares will be Company are as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable lawIncorporation. (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any as set forth in Schedule 2.6(c) hereto, as of the Related AgreementsAugust 3, 2015: (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not no option, warrant, calls, rights, commitments or agreements of any commitment character to which the Company is a party or by which either the Company is bound or obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to issue grant, extend or enter into any subscriptionsuch option, warrant, optioncall, convertible security right, commitment or agreement or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company; (iii) the Company has no obligation to pay any dividend or make any other such rightdistribution in respect thereof; and (iv) there are no agreements between the Company and any holder of its capital stock relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity Person is entitled to any preemptive right, right or right of first refusal or similar rights granted by the Company with respect to the issuance of any capital stock of the Purchased Shares Company and the issuance of the Securities issuable hereunder or pursuant to the Conversion SharesWarrants will not trigger any anti-dilution or similar right that has not been properly waived. Except as provided in the Investors Rights Agreement and the Shareholder Agreement, dated as of October 31, 2011, among the Company, Quadrangle Capital Partners LP and the other parties named therein, no Person has been granted rights by the Company with respect to the registration of any capital stock of the Company under the Securities Act.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company consists of 355,000,000 shares consisting of: (immediately prior to the Closingi) will consist of 200,000,000 350,000,000 shares of common stock, par value $0.01 per share (“Common Stock Stock”), of which 289,000,000 shares are designated “Class A Common Stock” (“Class A Common Stock”) and 10,000,000 of which 61,000,000 shares are designated “Class B Common Stock” (“Class B Common Stock”); and (ii) 5,000,000 shares of preferred stock, par value $.001 0.01 per share (the "“Preferred Stock"”). (b) As of August 20, 2021, (i) 32,295,329 shares of which Class A Common Stock were issued and outstanding; (xii) 2,300,000 60,226,153 shares of Class B Common Stock were issued and outstanding; (iii) no shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A were issued and outstanding; and (the "1999 Preferred Stock"), (yiv) 500,000 756,824 shares of Preferred Class A Common Stock have been designated as Series A Junior Participating Preferred were reserved for issuance upon the exercise of outstanding stock options or the vesting of unvested stock awards, and restricted stock units issued pursuant to the Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred StockPlans. (bc) All of the issued and outstanding shares of capital stock Common Stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable. The shares of Class A Common Stock issuable upon conversion of the Purchased Shares (the “Conversion Shares”) have been reserved for issuance and, when issued upon conversion thereof in accordance with no personal liability attaching the terms of the Certificate of Designations in accordance with their terms will be validly issued and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer under applicable law or any contract to which the ownership thereofCompany is a party, other than those under applicable state and federal securities and antitakeover laws, this Agreement, the Certificate of Designations, and the Registration Rights Agreement. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designationhereof, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed liens (other than liens incurred by any Purchaser or through the Companyits Affiliates, except for restrictions arising under applicable securities laws, or restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to the this Agreement or any of the Related Agreements. As of the ClosingAgreement, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to Designations or the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred StockRegistration Rights Agreement). (d) Except as provided otherwise expressly described in this Agreement or any of the Related Agreements, Agreement: (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such rightright or to issue or distribute to holders of any shares of its capital stock; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof; and (iv) there are no agreements between the Company and any holder of its capital stock relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of any capital stock of the Purchased Shares or the Conversion SharesCompany.

Authorized and Outstanding Stock. (a) The As of the Initial Closing Date, the authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 1,000,000,000 shares of Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $.001 0.001 per share (the "“Preferred Stock"”), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible . Of such Preferred Stock, Series 1999A (upon the "1999 Preferred Stock")filing of the Certificate of Designations with the Secretary of State of the State of Delaware, (y) 500,000 shares of Preferred Stock have been will be designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as the Series A Preferred Stock. (b) As of the close of business on August 6, 2021 (the “Capitalization Date”), 126,994,467 shares of Common Stock were issued and outstanding, zero shares of Preferred Stock were issued and outstanding, and 13,033,642 shares of Common Stock were reserved for issuance with respect to awards under the Stock Plans, including (i) 970,424 shares of Common Stock reserved for issuance upon the vesting of the Company’s outstanding restricted stock units, and (ii) 163,093 shares of Common Stock reserved for issuance upon the vesting of the Company’s performance stock units. Except as set forth in the foregoing sentence, there are no outstanding securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of, or other equity or voting interests of any character in, the Company. (c) All of the issued and outstanding shares of capital stock of the Company areCommon Stock have been duly authorized and are validly issued, fully paid and non-assessable. The Purchased Shares have been duly authorized and, when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessableassessable and will not be subject to any preemptive right or any restrictions on transfer under applicable law or any contract to which the Company is a party, with no personal liability attaching other than, in the case of restrictions on transfer, those under applicable state and federal securities laws and Section 4.2 of this Agreement. No share of Common Stock has been, and none of the Purchased Shares will be when issued, issued in violation of any preemptive right arising by operation of law, under the Certificate of Incorporation, the Bylaws or any contract, or otherwise. None of the Purchased Shares will be when issued subject to any restrictions on transfer under applicable law or any contract to which the ownership thereofCompany is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities laws, and Section 4.2 of this Agreement. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with and the terms of the Charter and the Certificate of DesignationDesignations (as applicable), the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed liens (other than liens incurred by Purchaser or through the Companyits Affiliates, except for restrictions arising under applicable securities laws, or restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the ClosingAgreement, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to Designations or the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred StockRegistration Rights Agreement). (d) Except as provided in this Agreement or any of the Related Agreements, (i) no No subscription, warrant, option, convertible security or other right (contingent or otherwise) right, commitment, agreement, arrangement issued by the Company or any other obligation of the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) other than this Agreement, there is not any commitment commitment, agreement, arrangement or obligation of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute capital stock of, or other equity or voting interest (or voting debt) in, the Company; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof; (iv) other than this Agreement, there are no obligations of the Company to grant, extend or enter into any subscription, warrant, right. No person , convertible or entity is entitled exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests (or voting debt) in, the Company; (v) there are no outstanding shares of capital stock of, or other equity or voting interests of any character in, the Company as of the date hereof other than shares that have become outstanding after the Capitalization Date which were reserved for issuance as of the Capitalization Date as set forth in Section 2.4(a) or pursuant to the exercise, after the Capitalization Date, of outstanding stock options described in Section 2.4(b); and (vi) other than this Agreement, there are no agreements, arrangements or commitments between the Company and any Person relating to the acquisition, disposition or voting of the capital stock of, or other equity or voting interest (or voting debt) in, the Company. There exists no preemptive right, right whether arising by operation of first refusal law, under the Certificate of Incorporation, the Bylaws or similar rights granted by the Company any contract, or otherwise, with respect to the issuance of any capital stock of the Purchased Shares or the Conversion SharesCompany.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 100,000,000 shares of Common Stock and 10,000,000 2,500,000 shares of preferred stock, par value $.001 per share (the "“Preferred Stock"”), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible . Of such Preferred Stock, Series 1999A (the "1999 800,000 shares are designated as Class A Preferred Stock"), (y) 500,000 585,000 shares of Preferred Stock have been are designated as Series A Junior Participating Class B Preferred Stock and (z) 1,960,784 upon the filing of the Certificate of Designation with the Nevada Secretary of State, 250,000 shares of Preferred Stock have been will be designated as the Series A C Preferred Stock. (b) As of August 21, 2020 (the “Capitalization Date”), (i) 38,781,290 shares of Common Stock were issued and outstanding, (ii) zero shares of Class A Preferred Stock were issued and outstanding, (iii) zero shares of Class B Preferred Stock were issued and outstanding, (iv) 7,802,100 shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options issued pursuant to the Stock Plans, (v) zero shares of Common Stock were reserved for issuance upon the exercise of rights granted pursuant to the Company’s warrants to purchase Common Stock and (vi) 4,810,002 shares of Common Stock were reserved for issuance upon conversion of the Convertible Senior Notes. Except as set forth in the foregoing sentence, there are no outstanding securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of, or other equity or voting interests of any character in, the Company. (c) All of the issued and outstanding shares of capital stock Common Stock of the Company arehave been duly authorized and are validly issued, fully paid and non-assessable. The Purchased Shares have been duly authorized and, when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer under applicable law or any contract to which the Company is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities laws and Section 4.2 of this Agreement. The shares of Common Stock issuable upon conversion of the Purchased Preferred Shares (the “Conversion Shares”) have been duly authorized and reserved for issuance and, when issued upon conversion of the Purchased Shares in accordance with the terms thereof as set forth in the Certificate of Designation, will be validly issued and fully paid and non-assessable. No share of Common Stock has been, with no personal liability attaching and none of the Purchased Shares and Conversion Shares will be when issued, issued in violation of any preemptive right arising by operation of law, under the Articles, the Bylaws or any contract, or otherwise. None of the Purchased Shares and Conversion Shares will be when issued subject to any restrictions on transfer under applicable law or any contract to which the ownership thereofCompany is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities laws, and Section 4.2 of this Agreement. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with and the terms of the Charter and the Certificate of DesignationDesignation (as applicable), the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed liens (other than liens incurred by Purchaser or through the Companyits Affiliates, except for restrictions arising under applicable securities laws, or restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to the this Agreement or any of the Related Agreements. As of the ClosingAgreement, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to or the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred StockRegistration Rights Agreement). (d) Except as provided otherwise expressly described in this Agreement or any of the Related Agreements, Section 2.4: (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) right, commitment, agreement, arrangement issued by the Company or any other obligation of the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not any commitment commitment, agreement, arrangement or obligation of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute capital stock of, or other equity or voting interest (or voting debt) in, the Company; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof; (iv) there are no obligations of the Company to grant, extend or enter into any subscription, warrant, right. No person , convertible or entity is entitled exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests (or voting debt) in, the Company; (v) there are no outstanding shares of capital stock of, or other equity or voting interests of any character in, the Company as of the date hereof other than shares that have become outstanding after the Capitalization Date which were reserved for issuance as of the Capitalization Date as set forth in Section 2.4(a) or pursuant to the exercise, after the Capitalization Date, of outstanding stock options described in Section 2.4(b)(iv) or stock options issued and subsequently exercised after the Capitalization Date; and (vi) there are no agreements, arrangements or commitments between the Company and any Person relating to the acquisition, disposition or voting of the capital stock of, or other equity or voting interest (or voting debt) in, the Company. There exists no preemptive right, right whether arising by operation of first refusal law, under the Articles, the Bylaws or similar rights granted by the Company any contract, or otherwise, with respect to the issuance of any capital stock of the Purchased Shares or the Conversion SharesCompany.

Authorized and Outstanding Stock. (a) The Immediately prior to the Closing, the authorized capital stock of the Company consists of (immediately prior i) 3,000 shares of Common Stock, of which 200 shares are validly issued and outstanding and held of record and owned beneficially by the Persons set forth on SCHEDULE 2.4 attached hereto, free and clear of all liens, security interests, restrictions on transfer, and other encumbrances except as otherwise set forth in SCHEDULE 2.4. Immediately after the Closing, and after giving effect to the Closing) stock split described in Section 1.9, the authorized capital stock of the Company will consist of 200,000,000 (a) 10,000,000 shares of Common Stock Stock, 705,500 of which will be issued and 10,000,000 outstanding and held of record by the Persons set forth on SCHEDULE 1.5 attached hereto; and (b) 5,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock 24,802.5 shall have been designated as Series A Preferred Stock with the rights, terms and privileges set forth in EXHIBIT A, and all of which will be issued and outstanding and held of record by the Purchasers as set forth on SCHEDULE 1.1, and 24,802.5 of which shall have been designated Series B Preferred Stock. (b) . All of the issued and outstanding shares of capital stock of the Company are, and when issued in accordance with the terms hereof, all Securities and all shares of Series B Preferred Stock and Common Stock issuable upon conversion of the Purchased Series A Preferred Stock and all Warrant Shares and issuable upon exercise of the Conversion Shares Warrants, will be, duly authorized and validly authorized, validly issued and fully paid and non-assessable, with no personal liability attaching to the ownership thereof. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter assessable and the Certificate of Designation, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed by or through the Companyfrom any restrictions on transfer, except for restrictions imposed by Federal federal or state securities or "blue blue-sky" laws and except for those imposed pursuant to this Agreement or any of the Related AgreementsDocument. As of the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be Except as set forth in the Charter and Certificate of Designation and all such designationson SCHEDULE 2.4, powersthere are no outstanding warrants, preferencesoptions, commitments, preemptive rights, qualificationsrights to acquire or purchase, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect conversion rights or demands of any character relating to the transactions capital stock or other securities of the Company other than those specifically contemplated herein to occur at the Closing, if no stock options are exercised between the date of by this Agreement and the Closing, there will be (w) 70,245,737 Agreement. All issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any of the Related Agreements, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding were issued (i) in transactions exempt from the registration provisions of the Act, and (ii) there is not any commitment in compliance with or in transactions exempt from the registration provisions of the Company to issue any subscription, warrant, option, convertible security applicable state securities or other such right. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of the Purchased Shares or the Conversion Shares"blue-sky" laws.

Authorized and Outstanding Stock. (a) The Immediately prior to the consummation of the transactions to be effected at the Closing, the authorized capital stock of the Company (immediately prior to the Closing) will consist of 200,000,000 (i) 30,000,000 shares of Common Stock common stock, par value $.001 per share, of which 5,609,500 shares are issued and outstanding, and (ii) 10,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock")share, of which (xw) 2,300,000 4,500,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Convertible Preferred Stock (the "Series A Preferred Stock"), 4,000,000 of which are issued and outstanding, (zx) 1,960,784 2,333,333 shares of Preferred Stock have been designated as Series A B Convertible Preferred Stock (the "Series B Preferred Stock. "), all of which are issued and outstanding and (by) All 3,140,000 shares have been designated as Series C Convertible Preferred Stock (the "Series C Preferred Stock"), and the Company has committed to issue 3,387,550 shares of Series C Preferred Stock. Except as disclosed in Schedule 3.03, there are no outstanding subscriptions, options, warrants, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the issued and Company. Except as set forth in the Revised Charter or in Schedule 3.03, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or other equity interests in the Company. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company are, will have been duly and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly validly authorized and validly issued and will be fully paid and non-assessable. The relative rights, with no personal liability attaching preferences and other terms relating to the ownership thereof. When issued in accordance with the terms hereof andNew Preferred, in the case upon filing of the Conversion Shares in accordance with the terms of the Charter and the Certificate of DesignationRevised Charter, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed by or through the Company, except for restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be substantially as set forth in the form of Revised Charter attached hereto as Exhibit B, and Certificate of Designation such rights and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will preferences would be valid, binding valid and enforceable in accordance with their terms and in accordance with applicable under Delaware law. (c) After giving effect . Except as pursuant to the transactions contemplated herein to occur at Stockholders' Agreement, dated as of May 17, 2000, by and among the Closing, if no stock options are exercised between the date of this Agreement Company and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any of the Related Agreements, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock stockholders of the Company is authorized or outstanding and (ii) there is not any commitment of identified on Annex I thereto, the Company to issue any subscription, warrant, option, convertible security or other such right. No person or entity is entitled to has not granted any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance or sale of the Purchased Shares or the Conversion SharesCompany's capital stock.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 1,000,000,000 shares of common stock, par value $0.0001 per share (“Common Stock Stock”) and 10,000,000 100,000,000 shares of preferred stock, par value $.001 0.0001 per share (the "“Preferred Stock"”), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible . Of such Preferred Stock, Series 1999A (upon the "1999 Preferred Stock")filing of the Certificate of Designations with the Secretary of State of the State of Delaware, (y) 500,000 400,000 shares of Preferred Stock have been will be designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as the Series A Preferred Stock. (b) As of the close of business on November 16, 2020 (the “Capitalization Date”), 229,632,046 shares of Common Stock were issued and outstanding, zero shares of Preferred Stock were issued and outstanding, 2,901,101 shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options issued pursuant to the Stock Plans, 20,333,774 shares of Common Stock were reserved for issuance upon the settlement of restricted stock units and performance stock units issued pursuant to the Stock Plans and 33,856,023 shares of Common Stock were reserved for issuance upon conversion of the Convertible Senior Notes (assuming such Convertible Senior Notes were settled solely in shares of Common Stock). Except as set forth in the foregoing sentence, there are no outstanding securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of, or other equity or voting interests of any character in, the Company. (c) All of the issued and outstanding shares of capital stock Common Stock of the Company arehave been duly authorized and are validly issued, fully paid and non-assessable. The Purchased Shares have been duly authorized and, when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer under applicable law or any contract to which the Company is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities laws and Section 4.2 of this Agreement. The shares of Common Stock issuable upon conversion of the Purchased Shares (the “Conversion Shares”) have been duly authorized and reserved for issuance and, when issued upon conversion of the Purchased Shares in accordance with the terms thereof as set forth in the Certificate of Designations, will be validly issued and fully paid and non-assessable. No share of Common Stock has been, with no personal liability attaching and none of the Purchased Shares and Conversion Shares will be when issued, issued in violation of any preemptive right arising by operation of law, under the Certificate of Incorporation, the Bylaws or any contract, or otherwise. None of the Purchased Shares and Conversion Shares will be when issued subject to any restrictions on transfer under applicable law or any contract to which the ownership thereofCompany is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities laws, and Section 4.2 of this Agreement. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with and the terms of the Charter and the Certificate of DesignationDesignations (as applicable), the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed liens (other than liens incurred by the Purchasers or through the Companytheir Affiliates, except for restrictions arising under applicable securities laws, or restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the ClosingAgreement, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to Designations or the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred StockRegistration Rights Agreement). (d) Except as provided in this Agreement or any of the Related Agreements, (i) no No subscription, warrant, option, convertible security or other right (contingent or otherwise) right, commitment, agreement, arrangement issued by the Company or any other obligation of the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not any commitment commitment, agreement, arrangement or obligation of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute capital stock of, or other equity or voting interest (or voting debt) in, the Company; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof; (iv) there are no obligations of the Company to grant, extend or enter into any subscription, warrant, right. No person , convertible or entity is entitled exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests (or voting debt) in, the Company; (v) there are no outstanding shares of capital stock of, or other equity or voting interests of any character in, the Company as of the date hereof other than shares that have become outstanding after the Capitalization Date which were reserved for issuance as of the Capitalization Date as set forth in Section 2.4(a) or pursuant to the exercise, after the Capitalization Date, of outstanding stock options described in Section 2.4(b); and (vi) there are no agreements, arrangements or commitments between the Company and any Person relating to the acquisition, disposition or voting of the capital stock of, or other equity or voting interest (or voting debt) in, the Company. There exists no preemptive right, right whether arising by operation of first refusal law, under the Certificate of Incorporation, the Bylaws or similar rights granted by the Company any contract, or otherwise, with respect to the issuance of any capital stock of the Purchased Shares or the Conversion SharesCompany.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 125,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $.001 0.001 per share (the "“Preferred Stock"”), of which (x) 2,300,000 50,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Convertible Preferred Stock. (b) As of March 24, 2009, the issued and outstanding capital stock of the Company consists of 34,405,340 shares of Common Stock. There are no outstanding shares of Preferred Stock. As of March 24, 2009, the Company had reserved (i) an aggregate of 12,934,356 shares of Common Stock for issuance to employees, directors and consultants pursuant to the Stock Plans, of which 6,948,273 shares of Common Stock are subject to outstanding, unexercised options as of such date under such Stock Plans. All of the issued and outstanding shares of capital stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly and validly authorized and duly and validly issued and fully paid and non-assessable. The Conversion Shares have been reserved for issuance and, when issued upon conversion thereof in accordance with no personal liability attaching the terms of the Certificate of Designations will be duly and validly issued and fully paid and non-assessable and will be free and clear of any security interests, liens, claims or other encumbrances and will not be subject to any preemptive right, rights of first refusal or any other restrictions on transfer under applicable law or any contract to which the ownership thereofCompany is a party, other than those under applicable state and federal securities and anti-takeover laws and the Investors’ Rights Agreement. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designationhereof, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed by or through the Company, except for restrictions imposed by Federal or state securities or "“blue sky" ” laws and except for those imposed pursuant to this Agreement or any of the Related AgreementsInvestors’ Rights Agreement. As of the Closing, the The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class or series of capital stock of the Purchased Shares will be Company are as set forth in the Charter and Certificate Company’s restated certificate of Designation and all such designationsincorporation, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable lawas amended. (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any of the Related Agreements, Agreement: (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not no option, warrant, calls, rights, commitments or agreements of any commitment character to which the Company is a party or by which either the Company is bound or obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to issue grant, extend or enter into any subscriptionsuch option, warrant, optioncall, convertible security right, commitment or agreement or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company; (iii) the Company has no obligation to pay any dividend or make any other such rightdistribution in respect thereof; and (iv) there are no agreements between the Company and any holder of its capital stock relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to any preemptive right, right or right of first refusal or similar rights granted by the Company with respect to the issuance of any capital stock of the Purchased Shares Company and the issuance of the Common Stock issuable hereunder will not trigger any antidilution or similar rights that have not been properly waived. Except as provided in the Conversion SharesInvestors’ Rights Agreement, no person or entity has been granted rights by the Company with respect to the registration of any capital stock of the Company under the Securities Act of 1933, as amended (the “Securities Act”).

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 500,000,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock Stock”) and 10,000,000 7,000,000 shares of preferred stock, par value $.001 0.0001 per share (the "“Preferred Stock"”), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible . Of such Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 4,000,000 shares of Preferred Stock have been are designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 upon the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, 800,000 shares of Preferred Stock have been will be designated as the Series A B Preferred Stock. (b) As of July 23, 2021 (the “Capitalization Date”), (i) 201,734,317 shares of Common Stock were issued and outstanding, (ii) 4,000,000 shares of Series A Preferred Stock were issued and outstanding, (iii) 4,000,000 shares of Common Stock were reserved for issuance upon conversion of the Series A Preferred Stock, (iv) 162,500 shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options and (v) 1,684,948 shares of Common Stock were reserved for issuance upon the vesting of restricted stock units issued pursuant to the Stock Plans. Except as set forth in the foregoing sentence, there are no outstanding securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of, or other equity or voting interests of any character in, the Company. (c) All of the issued and outstanding shares of capital stock Common Stock of the Company arehave been duly authorized and are validly issued, fully paid and non-assessable. The Purchased Shares have been duly authorized and, when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer under applicable law or any contract to which the Company is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities laws and Section 4.2 of this Agreement. The shares of Common Stock issuable upon conversion of the Purchased Shares (the “Conversion Shares”) and the shares of Common Stock that may be received as payment of dividends in kind on the Series B Preferred Stock (the “Dividend Shares”) have been duly authorized and reserved for issuance and, when issued upon conversion of the Purchased Shares in accordance with the terms thereof or as payment of dividends in kind on the Purchased Shares, in each case as set forth in the Certificate of Designation, will be validly issued and fully paid and non-assessable. No share of Common Stock has been, with no personal liability attaching and none of the Purchased Shares, Conversion Shares and Dividend Shares will be when issued, issued in violation of any preemptive right arising by operation of law, under the Certificate of Incorporation, the Bylaws or any contract, or otherwise. None of the Purchased Shares, Conversion Shares and Dividend Shares will be when issued subject to any restrictions on transfer under applicable law or any contract to which the ownership thereofCompany is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities laws, and Section 4.2 of this Agreement. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with and the terms of the Charter and the Certificate of DesignationDesignation (as applicable), the Purchased Shares, Conversion Shares and the Conversion Dividend Shares will be free and clear of all Liens imposed liens (other than liens incurred by Purchaser or through the Companyits Affiliates, except for restrictions arising under applicable securities laws, or restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to the this Agreement or any of the Related Agreements. As of the ClosingAgreement, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to or the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred StockRegistration Rights Agreement). (d) Except as provided otherwise expressly described in this Agreement or any Section 2.4 and as contemplated by that certain Securities Purchase Agreement, dated as of the Related Agreementsdate hereof, by and among Viking Global Equities Master Ltd. and the Company, a copy of which has been made available to Purchaser (the “Viking Agreement”): (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) right, commitment, agreement, arrangement issued by the Company or any other obligation of the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not any commitment commitment, agreement, arrangement or obligation of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute capital stock of, or other equity or voting interest (or voting debt) in, the Company; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof; (iv) there are no obligations of the Company to grant, extend or enter into any subscription, warrant, right. No person , convertible or entity is entitled exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests (or voting debt) in, the Company; (v) there are no outstanding shares of capital stock of, or other equity or voting interests of any character in, the Company as of the date hereof other than shares that have become outstanding after the Capitalization Date which were reserved for issuance as of the Capitalization Date as set forth in Section 2.4(a) or pursuant to the exercise, after the Capitalization Date, of outstanding stock options described in Section 2.4(b)(iii) or stock options issued and subsequently exercised after the Capitalization Date; (vi) there are no agreements, arrangements or commitments between the Company and any Person relating to the acquisition, disposition or voting of the capital stock of, or other equity or voting interest (or voting debt) in, the Company and (vii) there are no equity appreciation, phantom equity, profit participation or similar rights with respect to the Company or any of its capital stock or equity interests. There exists no preemptive right, right whether arising by operation of first refusal law, under the Certificate of Incorporation, the Bylaws or similar rights granted by the Company any contract, or otherwise, with respect to the issuance of any capital stock of the Purchased Shares or the Conversion SharesCompany.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 250,000,000 shares of common stock, $.01 par value per share (“Common Stock Stock”) and 10,000,000 5,000,000 shares of preferred stock, par value $.001 .01 per share (the "“Preferred Stock"”), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible . Of such Preferred Stock, Series 1999A (upon the "1999 Preferred Stock")filing of the Certificate of Designations with the Secretary of State of the State of Delaware, (y) 500,000 200,000 shares of Preferred Stock have been will be designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as the Series A Preferred Stock. (b) As of March 31, 2020, (i) 45,461,336 shares of Common Stock were issued and outstanding, and (ii) 4,786,651 shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options or the vesting of unvested restricted stock awards, and restricted stock units issued pursuant to the Stock Plans or the vesting of unvested restricted stock units not issued pursuant to a Stock Plan. (c) All of the issued and outstanding shares of capital stock Common Stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable. The shares of Common Stock issuable upon conversion of the Purchased Shares (the “Conversion Shares”) have been reserved for issuance and, when issued upon conversion thereof in accordance with no personal liability attaching the terms of the Certificate of Designations in accordance with their terms will be validly issued and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer under applicable law or any contract to which the ownership thereofCompany is a party, other than those under applicable state and federal securities and antitakeover laws, this Agreement and the Registration Rights Agreement. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designationhereof, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed liens (other than liens incurred by Purchaser or through the Companyits Affiliates, except for restrictions arising under applicable securities laws, or restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to the this Agreement or any of the Related Agreements. As of the ClosingAgreement, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to Designations or the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred StockRegistration Rights Agreement). (d) Except as provided otherwise expressly described in this Agreement or any of the Related Agreements, Agreement: (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such rightright or to issue or distribute to holders of any shares of its capital stock; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof; and (iv) there are no agreements between the Company and any holder of its capital stock relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of any capital stock of the Purchased Shares or the Conversion SharesCompany.

Authorized and Outstanding Stock. (a) The On the date hereof, before giving -------------------------------- effect to the first Closing, the authorized capital stock of the Company (immediately prior to the Closing) will consist of 200,000,000 (i) 1,000,000 shares of Common Stock Stock, of which 50,000 shares are validly issued and 10,000,000 outstanding and held of record and owned beneficially as set forth in Schedule 2.4 attached hereto; and (ii) 470,000 shares of preferred stock, par value $.001 per share (the "Preferred ------------ Stock"), of which (x) 2,300,000 400,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock will have been designated as Series A Preferred Stock. Stock with the rights, terms and privileges set forth in Exhibit A, --------- and of which no shares will be issued or outstanding; and (by) 70,000 shares will have been designated as Series B Preferred Stock with the rights, terms and privileges set forth in Exhibit A, and of which no shares will be issued or --------- outstanding. There are no treasury shares held by the Company. All of the issued and outstanding shares of capital stock of the Company are, and when issued in accordance with the terms hereof, the all Purchased Shares and Conversion Shares issued upon conversion of the Conversion Purchased Shares will be, duly authorized and validly authorized, validly issued and fully paid and non-assessable, with no personal liability attaching to the ownership thereof. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter assessable and the Certificate of Designation, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed by or through the Companyfrom any restrictions on transfer, except for restrictions imposed by Federal federal or state securities or "blue blue-sky" laws and except for those imposed pursuant to this Agreement or any of Related Agreement. Except pursuant to this Agreement or the Related Agreements. As of the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be Agreements or as set forth in the Charter and Certificate of Designation and all such designationson Schedule 2.4, powersthere are no outstanding warrants, preferencesoptions, commitments, ------------ preemptive rights, qualificationsrights to acquire or purchase, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect conversion rights or demands of any character relating to the transactions contemplated herein to occur at capital stock or other securities of the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 Company. All issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any of the Related Agreements, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding were issued (i) in transactions exempt from the registration provisions of the Act, and (ii) there is not any commitment in compliance with or in transactions exempt from the registration provisions of the Company to issue any subscription, warrant, option, convertible security applicable state securities or other such right. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of the Purchased Shares or the Conversion Shares"blue-sky" laws.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 100,000,000 shares of common stock, $.01 par value per share (“Common Stock Stock”), and 10,000,000 50,000,000 shares of preferred stock, par value $.001 .01 per share (the "“Preferred Stock"”). Of such Preferred Stock, upon the filing of which (x) 2,300,000 the Certificate of Designation with the Secretary of State of the State of Delaware, 10,000,000 shares of Preferred Stock have been will be designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock. (b) As of the date of this Agreement, (i) 27,456,392.947 shares of Common Stock were issued and outstanding, and (ii) 40,296,084 shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options or the vesting of restricted stock awards and stock equivalents issued pursuant to the equity incentive plans, short term incentive plans, long term incentive plans or payroll deduction stock purchase plans of the Company. (c) All of the issued and outstanding shares of capital stock Common Stock of the Company are, are duly and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly validly authorized and validly issued and issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof. When assessable and were issued in accordance compliance with applicable state and federal securities laws and free of preemptive rights. The Purchased Shares have been duly and validly authorized, and when issued and delivered pursuant to this Agreement, the terms hereof Purchased Shares will be duly and validly issued, fully paid and non-assessable and will have the rights, preferences, powers, priorities, restrictions, limitations and qualifications set forth in the Charter and the Certificate of Designation. The shares of Common Stock issuable upon conversion of the Purchased Shares (the “Conversion Shares”) have been duly and validly reserved for issuance and, in the case of the Conversion Shares when issued upon conversion thereof in accordance with the terms of the Charter and the Certificate of Designation, will be duly authorized and validly issued, and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer, other than restrictions on transfer under applicable state and federal securities laws, the Transaction Documents, the Charter and the Bylaws. When issued and delivered in accordance with the terms hereof, the Purchased Shares will not be subject to any preemptive right or restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws or pursuant to the Conversion Shares Transaction Documents, and will be free and clear of all Liens liens imposed by or through the Company, except for restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in for the Purchased Shares, this Agreement and the Investor Rights Agreement and except for redemptions, dividends and distributions required by the Company’s agreements or plans in effect as of the date hereof, by the Charter (including the Certificate of Designation), by the Bylaws and by law: (i) no Person has the right to require the Company to register any securities of the Company under the Securities Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person, (ii) there are no stockholders agreements, voting agreements or other similar agreements with respect to the acquisition, disposition or voting of the Company’s capital stock to which the Company or any of its Subsidiaries is a party or, to the Related AgreementsCompany’s Knowledge, between or among any of the Company’s or any of its Subsidiaries’ stockholders or any other Person, (iiii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound having the right to vote on any matter which the stockholders of the Company or its Subsidiaries, as the case may be, may vote, (iv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (v) there are no subscription, warrant, option, convertible security security, conversion right, rights of first refusal, preferential purchase right, profits interest, stock appreciation right, phantom stock agreement or other similar right (contingent or otherwise) issued by the Company to purchase purchase, acquire or acquire sell any shares of capital stock of the Company is which are authorized or outstanding and outstanding, (iivi) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security security, preferential purchase right or other such rightright or to issue or distribute to any Person any shares of capital stock of the Company, and (vii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof. No Except as set forth in this Agreement, no person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by the Company with respect to any securities of the Company. The issuance and sale of the Purchased Shares hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the Conversion SharesInvestor) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. (e) As of the date of this Agreement, stock appreciation rights and “phantom stock” awards that economically are equivalent to 44,668 shares of Common Stock are outstanding.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the ClosingClosing and the transactions contemplated by Sections 1.1 and 1.2 hereof) will consist of 200,000,000 (i) 45,000,000 shares of Common Stock and 10,000,000 (ii) 5,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"), stock of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have has been designated as Series A Preferred Stock. (b) The issued and outstanding capital stock of the Company (immediately prior to the Closing and the transactions contemplated by Sections 1.1 and 1.2 hereof) will consist of (i) 7,674,256 shares of Common Stock and (ii) no shares of Series A Preferred Stock. In addition, (i) 500,000 shares of Common Stock have been reserved for issuance upon the conversion of the Series A Preferred Stock, (ii) options to purchase 1,960,403 shares of Common Stock have been granted and are unexercised under the Company's Amended and Restated 1993 Stock Incentive Plan, and options for 106,493 shares of Common Stock are available for future grants under the Company's Amended and Restated 1993 Stock Incentive Plan, (iii) options to purchase 60,000 shares of Common Stock have been granted and are unexercised under the Company's 1995 Non-Employee Director Stock Option Plan, and options for 440,000 shares of Common Stock are available for future grants under the Company's 1995 Non-Employee Director Stock Option Plan. All of the issued and outstanding shares of capital stock of the Company Common Stock are, and when issued in accordance with the terms hereof, the Purchased Shares, the Warrant Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessablenonassessable, with no personal liability attaching to the ownership thereof. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter thereof and the Certificate of Designation, the Purchased Shares and the Conversion Shares will be free and clear of all Liens Liens, claims, charges, Encumbrances, or transfer restrictions imposed by or through the Company, except for restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related AgreementsRegistration Rights Agreement. As of the Closing, the The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class or series of capital stock of the Purchased Shares will be Company are as set forth in the Charter and Certificate certified corporate charter of Designation the Company delivered under Section 6.7 hereof and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be are valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (wExcept as set forth in Schedule 2.4(c) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except hereto or as provided in this Agreement or any of the Related AgreementsAgreement, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized by the Company or outstanding and against the Company, (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such rightright or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company, (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof and (iv) there are no agreements, written or oral, between the Company and any holder of its capital stock or among any holders of its capital stock, relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to (i) any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of any capital stock of the Purchased Shares Company. Except as provided in the Registration Rights Agreement, no person or entity currently holds rights granted by the Conversion SharesCompany with respect to the registration of any capital stock of the Company under the Securities Act of 1933, as amended (the "Act"). All of the issued and outstanding shares of the Company's capital stock have been offered, issued and sold by the Company in compliance with applicable Federal and state securities laws.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 1,000,000,000 shares of common stock, par value $0.0001 per share (“Common Stock Stock”) and 10,000,000 100,000,000 shares of preferred stock, par value $.001 0.0001 per share (the "“Preferred Stock"”), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible . Of such Preferred Stock, Series 1999A (upon the "1999 Preferred Stock")filing of the Certificate of Designations with the Secretary of State of the State of Delaware, (y) 500,000 400,000 shares of Preferred Stock have been will be designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as the Series A Preferred Stock. (b) As of the close of business on November 16, 2020 (the “Capitalization Date”), 229,632,046 shares of Common Stock were issued and outstanding, zero shares of Preferred Stock were issued and outstanding, 2,901,101 shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options issued pursuant to the Stock Plans, 20,333,774 shares of Common Stock were reserved for issuance upon the settlement of restricted stock units and performance stock units issued pursuant to the Stock Plans and 33,856,023 shares of Common Stock were reserved for issuance upon conversion of the Convertible Senior Notes (assuming such Convertible Senior Notes were settled solely in shares of Common Stock). Except as set forth in the foregoing sentence, there are no outstanding securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of, or other equity or voting interests of any character in, the Company. (c) All of the issued and outstanding shares of capital stock Common Stock of the Company arehave been duly authorized and are validly issued, fully paid and non-assessable. The Purchased Shares have been duly authorized and, when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer under applicable law or any contract to which the Company is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities laws and Section 4.2 of this Agreement. The shares of Common Stock issuable upon conversion of the Purchased Shares (the “Conversion Shares”) have been duly authorized and reserved for issuance and, when issued upon conversion of the Purchased Shares in accordance with the terms thereof as set forth in the Certificate of Designations, will be validly issued and fully paid and non-assessable. No share of Common Stock has been, with no personal liability attaching and none of the Purchased Shares and Conversion Shares will be when issued, issued in violation of any preemptive right arising by operation of law, under the Certificate of Incorporation, the Bylaws or any contract, or otherwise. None of the Purchased Shares and Conversion Shares will be when issued subject to any restrictions on transfer under applicable law or any contract to which the ownership thereofCompany is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities laws, and Section 4.2 of this Agreement. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with and the terms of the Charter and the Certificate of DesignationDesignations (as applicable), the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed liens (other than liens incurred by Purchaser or through the Companyits Affiliates, except for restrictions arising under applicable securities laws, or restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the ClosingAgreement, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to Designations or the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred StockRegistration Rights Agreement). (d) Except as provided in this Agreement or any of the Related Agreements, (i) no No subscription, warrant, option, convertible security or other right (contingent or otherwise) right, commitment, agreement, arrangement issued by the Company or any other obligation of the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not any commitment commitment, agreement, arrangement or obligation of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute capital stock of, or other equity or voting interest (or voting debt) in, the Company; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof; (iv) there are no obligations of the Company to grant, extend or enter into any subscription, warrant, right. No person , convertible or entity is entitled exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests (or voting debt) in, the Company; (v) there are no outstanding shares of capital stock of, or other equity or voting interests of any character in, the Company as of the date hereof other than shares that have become outstanding after the Capitalization Date which were reserved for issuance as of the Capitalization Date as set forth in Section 2.4(a) or pursuant to the exercise, after the Capitalization Date, of outstanding stock options described in Section 2.4(b); and (vi) there are no agreements, arrangements or commitments between the Company and any Person relating to the acquisition, disposition or voting of the capital stock of, or other equity or voting interest (or voting debt) in, the Company. There exists no preemptive right, right whether arising by operation of first refusal law, under the Certificate of Incorporation, the Bylaws or similar rights granted by the Company any contract, or otherwise, with respect to the issuance of any capital stock of the Purchased Shares or the Conversion SharesCompany.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 100,000,000 shares of common stock, $0.10 par value per share (“Common Stock Stock”), and 10,000,000 2,000,000 shares of preferred stock, par $0.10 per value $.001 per share (the "“Preferred Stock"”), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible . Of such Preferred Stock, upon the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, 125,000 shares will be designated as the Series 1999A (the "1999 A Preferred Stock"), (y) 500,000 . The Company does not have any other issued and outstanding shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock. (b) As of October 14, 2021, (i) 26,336,270 shares of Common Stock were issued and outstanding, (ii) 15,033,317 shares of Common Stock were held by the Company as treasury shares, (iii) 2,407,616 shares of Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Common Stock or in connection with the settlement of outstanding vested or unvested restricted stock units or performance shares awards issued pursuant to the Stock Plans or the vesting of outstanding unvested restricted stock units not issued pursuant to the Stock Plans (assuming, in the case of any awards that are subject to the attainment of performance goals, that applicable performance goals are attained at the maximum level), and (iv) 10,540 shares of Common Stock have been purchased by employees of the Company under the Company’s employee stock purchase plan but have not yet been issued; provided that once such shares of Common Stock are issued, such shares will be deemed issued and outstanding as of October 14, 2021. (c) All of the issued and outstanding shares of capital stock Common Stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable. The shares of Common Stock issuable upon conversion of the Purchased Shares or Optional Shares (the “Conversion Shares”) have been reserved for issuance and, when issued upon conversion thereof in accordance with no personal liability attaching the terms of the Certificate of Designations in accordance with their terms will be validly issued and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer under applicable law or any contract to which the ownership thereofCompany is a party, other than those under applicable state and federal securities and antitakeover laws, this Agreement and the Registration Rights Agreement. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designationhereof, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed by or through the Company, except for restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. liens (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stockother than Permitted Liens). (d) Except as provided otherwise expressly described in this Agreement or any of the Related Agreements, Agreement: (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such rightright or to issue or distribute to holders of any shares of its capital stock; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof; and (iv) there are no agreements between the Company and any holder of its capital stock relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of any capital stock of the Purchased Shares or the Conversion SharesCompany.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the ClosingClosing and the transactions contemplated by Section 1.3 hereof) will consist of 200,000,000 40,000,000 shares of Common Stock and 10,000,000 2,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock. (b) The issued and outstanding capital stock of the Company (immediately prior to the Closing and the transactions contemplated by Section 1.3 hereof) will consist of (i) 14,234,925 shares of Common Stock and (ii) no shares of Preferred Stock. In addition, (i) 428,571 shares of Common Stock have been reserved for issuance upon the exercise of the Warrant, (ii) options to purchase 4,259,736 shares of Common Stock are currently outstanding and unexercised and an additional 1,589,933 shares are reserved for issuance under the Company's 1995 Combined Incentive and Non-qualified Stock Option Plan, 1998 Equity Incentive Plan and the 1998 Directors Stock Option Plan (collectively the "Option Plans"), (iii) 14,573 shares of Common Stock have been reserved for issuance upon the exercise of an option granted to Xxx Xxxxx; and (iv) 4,500,000 shares of Common Stock have been reserved for issuance under the Company's 1999 Employee Stock Purchase Plan (the "Stock Purchase Plan"). All of the issued and outstanding shares of capital stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Warrant Shares will be, duly authorized and validly issued and fully paid and non-assessable, with no personal liability attaching to the ownership thereof. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter thereof and the Certificate of Designation, the Purchased Shares and the Conversion Shares will be free and clear of all Liens Liens, claims, charges, Encumbrances, or transfer restrictions imposed by or through the Company, except for restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related AgreementsAgreement. As of the Closing, the The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class or series of capital stock of the Purchased Shares will be Company are as set forth in the Charter and Certificate certified corporate charter of Designation the Company delivered under Section 6.6 hereof and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be are valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as set forth in Schedule 2.4(c) hereto or as provided --------------- in this Agreement or any of the Related AgreementsAgreement, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding, (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such rightright or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company, except for stock options granted to employees in connection with offers of employment made in the ordinary course of business, (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof and (iv) there are no agreements, written or oral, between the Company and any holder of its capital stock or, to the Company's knowledge, among any holders of its capital stock, relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to (i) any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of any capital stock of the Purchased Shares Company. Except as set forth on Schedule -------- 2.4(c), the SEC Documents, or as provided in Article VIII of this Agreement, no ------ person or entity has been granted rights by the Conversion SharesCompany with respect to the registration of any capital stock of the Company under the Securities Act of 1933, as amended (the "Securities Act"). All of the issued and outstanding shares of the Company's capital stock have been offered, issued and sold by the Company in compliance with applicable Federal and state securities laws.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the ClosingClosing and the transactions contemplated by Sections 1.1 and 1.2 hereof) will consist of 200,000,000 (i) 45,000,000 shares of Common Stock and 10,000,000 (ii) 5,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"), stock of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have has been designated as Series A Preferred Stock. (b) The issued and outstanding capital stock of the Company (immediately prior to the Closing and the transactions contemplated by Sections 1.1 and 1.2 hereof) will consist of (i) 7,674,256 shares of Common Stock and (ii) no shares of Series A Preferred Stock. In addition, (i) 500,000 shares of Common Stock have been reserved for issuance upon the conversion of the Series A Preferred Stock, (ii) options to purchase 1,960,403 shares of Common Stock have been granted and are unexercised under the Company's Amended and Restated 1993 Stock Incentive Plan, and options for 106,493 shares of Common Stock are available for future grants under the Company's Amended and Restated 1993 Stock Incentive Plan, (iii) options to purchase 60,000 shares of Common Stock have been granted and are unexercised under the Company's 1995 Non-Employee Director Stock Option Plan, and options for 440,000 shares of Common Stock are available for future grants under the Company's 1995 Non-Employee Director Stock Option Plan. All of the issued and outstanding shares of capital stock of the Company Common Stock are, and when issued in accordance with the terms hereof, the Purchased Shares, the Warrant Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable, with no personal liability attaching to the ownership thereof. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter thereof and the Certificate of Designation, the Purchased Shares and the Conversion Shares will be free and clear of all Liens Liens, claims, charges, Encumbrances, or transfer restrictions imposed by or through the Company, except for restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related AgreementsRegistration Rights Agreement. As of the Closing, the The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class or series of capital stock of the Purchased Shares will be Company are as set forth in the Charter and Certificate certified corporate charter of Designation the Company delivered under Section 6.7 hereof and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be are valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (wExcept as set forth in Schedule 2.4(c) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except hereto or as provided in this Agreement or any of the Related AgreementsAgreement, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized by the Company or outstanding and against the Company, (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such rightright or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company, (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof and (iv) there are no agreements, written or oral, between the Company and any holder of its capital stock or among any holders of its capital stock, relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to (i) any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of any capital stock of the Purchased Shares Company. Except as provided in the Registration Rights Agreement, no person or entity currently holds rights granted by the Conversion SharesCompany with respect to the registration of any capital stock of the Company under the Securities Act of 1933, as amended (the "Act"). All of the issued and outstanding shares of the Company's capital stock have been offered, issued and sold by the Company in compliance with applicable Federal and state securities laws.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 450,000,000 shares of common stock, $.01 par value per share (“Common Stock Stock”) and 10,000,000 1,000,000 shares of preferred stock, par value $.001 10.00 per share (the "“Preferred Stock"”), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible . Of such Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (yi) 500,000 90,000 shares of Preferred Stock have been designated as Series A Junior Participating Convertible Preferred Stock and of which no shares are issued or outstanding, (zii) 1,960,784 500,000 shares of Preferred Stock have been designated as Series A 1998-C Participating Cumulative Preferred Stock of which no shares are issued or outstanding, (iii) 45,000 shares have been designated as Series D Junior Participating Preferred Stock of which no shares are issued or outstanding and (iv) upon the filing of the Articles of Amendment with the Secretary of State of the State of Colorado, 100,000 shares of Preferred Stock will be designated as the Series E Preferred Stock. Each share of Common Stock is accompanied by a right to acquire Common Stock or Preferred stock of the Company under the Tax Benefit Preservation Plan. (b) As of April 8, 2014, (i) 227,565,465 shares of Common Stock were issued and outstanding, (ii) 14,739,028 shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options or the vesting of unvested restricted stock awards, restricted stock units and performance share awards issued pursuant to the Stock Plans or the vesting of unvested restricted stock units not issued pursuant to a Stock Plan and (iii) 1,250,000 shares of Common Stock were reserved for issuance upon the exercise of outstanding warrants (the “Warrants” and such shares of Common Stock, the “Warrant Shares”). (c) All of the issued and outstanding shares of capital stock Common Stock of the Company areare duly and validly authorized and validly issued and fully paid and non-assessable and were issued in compliance with applicable state and federal securities laws and any rights of third parties. The Purchased Shares have been duly and validly authorized, and when issued and delivered pursuant to this Agreement, the Purchased Shares will be duly and validly issued and fully paid and non-assessable and will have the rights, preferences, powers, priorities, restrictions, limitations and qualifications set forth in the Articles of Amendment. The shares of Common Stock issuable upon conversion of the Purchased Shares (the “Conversion Shares”) have been duly and validly reserved for issuance and, when issued upon conversion thereof in accordance with the terms of the Articles of Amendment, will be duly and validly issued and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer, other than restrictions on transfer under applicable state and federal securities laws and this Agreement and the Registration Rights Agreement. When issued and delivered in accordance with the terms hereof, the Purchased Shares will not be subject to any preemptive right or restrictions on transfer other than restrictions on transfer under applicable state and the Conversion Shares will befederal securities laws or pursuant to this Agreement, duly authorized and validly issued and fully paid and non-assessable, with no personal liability attaching to the ownership thereof. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designation, the Purchased Shares and the Conversion Shares will be free and clear of all Liens liens imposed by or through the Company, except for restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in for the Purchased Shares, this Agreement or any of and the Related Agreements, and except as described in Section 2.4(b) above: (i) no subscription, warrant, option, convertible security security, conversion right, rights of first refusal, preferential purchase right or other similar right (contingent or otherwise) issued by the Company to purchase purchase, acquire or acquire sell any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security security, preferential purchase right or other such rightright or to issue or distribute to any Person any shares of capital stock of the Company; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof; and (iv) there are no agreements between the Company and any Person relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by the Company with respect to any securities of the Company. The issuance and sale of the Purchased Shares hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other person (other than the Conversion SharesPurchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 110,000,000 shares of Common Stock Stock, 10,000,000 shares of nonvoting common stock, par value $0.003 per share (“Nonvoting Common Stock”) and 10,000,000 5,000,000 shares of preferred stock, par value $.001 0.001 per share (the "“Preferred Stock"”), and upon the filing of which (x) 2,300,000 the Certificate of Designation with the Secretary of State of the State of Delaware 35,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, the Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A B Preferred Stock. (b) As of May 28, 2008, the issued and outstanding capital stock of the Company consists of 30,988,380 shares of Common Stock (including unvested restricted stock units (or RSUs) for an aggregate of 648,473 shares that have been granted under the Stock Plans) and 2,585,654 shares of Nonvoting Common Stock. There are no outstanding shares of Preferred Stock. In addition, options to purchase an aggregate of 5,726,396 shares of Common Stock have been granted and are unexercised under the Stock Plans and such options have a weighted average exercise price of $9.24 per share. All of the issued and outstanding shares of capital stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable. The shares of Common Stock issuable upon conversion of the Purchased Shares (the “Conversion Shares”) and upon exercise of the Warrants have been reserved for issuance and, when issued upon conversion thereof in accordance with no personal liability attaching the terms of the Certificate of Designation or upon exercise of the Warrants in accordance with their respective terms, as the case may be, will be validly issued and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer under applicable law or any contract to which the ownership thereofCompany is a party, other than those under applicable state and federal securities and antitakeover laws, this Agreement and the Investor Rights Agreement. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designationhereof, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed by or through the Company, except for restrictions imposed by Federal or state securities or "“blue sky" ” laws and except for those imposed pursuant to this Agreement or any of the Related AgreementsInvestor Rights Agreement. As of the Closing, the The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class or series of capital stock of the Purchased Shares will be Company are as set forth in the Charter Company’s amended and restated certificate of incorporation, including the Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable lawDesignation. (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any of the Related Agreements, Agreement: (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such rightright or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof; and (iv) there are no agreements between the Company and any holder of its capital stock relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of any capital stock of the Purchased Shares Company. Except as provided in the Investor Rights Agreement, no person or entity has been granted rights by the Conversion SharesCompany with respect to the registration of any capital stock of the Company under the Securities Act of 1933, as amended (the “Securities Act”).

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 50,000,000 shares of common stock, $.001 par value per share (“Common Stock Stock”) and 10,000,000 2,500,000 shares of preferred stock, par value $.001 per share (the "“Preferred Stock"”), of which . Ten Thousand (x10,000) 2,300,000 shares of Preferred Stock have been are designated as Junior Non-Voting Convertible Series A Redeemable Nonvoting Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) and 500,000 shares of Preferred Stock have been are designated as Series A Junior R Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Cumulative Preferred Stock. (b) As of September 25, 2020, (i) 12,774,269 shares of Common Stock were issued and outstanding, (ii) 10,000 shares of Series A Redeemable Nonvoting Preferred Stock were issued and outstanding, and (iii) 1,276,263 shares of Common Stock were reserved for issuance pursuant to the Company’s stock plans, of which 802,564 shares remained available for future grants. Upon the filing of the Articles of Amendment with the Secretary of State of the State of Oregon, 16,970 shares will be designated as the Series B Preferred Stock. (c) All of the issued and outstanding shares of capital stock Common Stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable. The shares of Common Stock issuable upon conversion of the Purchased Shares (the “Conversion Shares” and together with the Closing Shares, the “Shares”) have been reserved for issuance and, when issued upon conversion thereof in accordance with no personal liability attaching the terms of the Articles of Amendment in accordance with their terms and upon obtaining Shareholder Approval will be validly issued and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer under applicable law or any contract to which the ownership thereofCompany is a party, other than those under applicable state and federal securities and antitakeover laws, this Agreement and the Registration Rights Agreement. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designationhereof, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed liens (other than liens incurred by Purchaser or through the Companyits Affiliates, except for restrictions arising under applicable securities laws, or restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the ClosingAgreement, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect Articles of Amendment or the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred StockRegistration Rights Agreement). (d) Except as provided otherwise expressly described in this Agreement or any of the Related Agreements, Agreement: (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such rightright or to issue or distribute to holders of any shares of its capital stock; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof; and (iv) there are no agreements between the Company and any holder of its capital stock relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of any capital stock of the Purchased Shares or the Conversion SharesCompany.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 50,000,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock Stock”) and 10,000,000 5,000,000 shares of preferred stock, par value $.001 0.0001 per share (the "“Preferred Stock"”). Upon the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, of which (x) 2,300,000 115,000 shares of Preferred Stock have been will be designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock. (b) As of July 12, 2022 (the “Capitalization Date”), (i) 31,632,628 shares of Common Stock were issued and outstanding, (ii) no shares of Preferred Stock were issued and outstanding, (iii) 190,894 shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options, (iv) 1,847,706 shares of Common Stock were reserved for issuance upon the vesting of restricted stock units (other than performance-based restricted stock units) issued pursuant to the Stock Plans and (v) 93,750 shares of Common Stock were reserved for issuance upon the vesting (at target level performance) of performance-based restricted stock units issued pursuant to the Stock Plans and up to 281,250 shares of Common Stock may be issued upon the vesting (at maximum level performance) of such performance-based restricted stock units. Except as set forth in the foregoing sentence, there are no outstanding securities of the Company convertible into, measured by reference to, or exercisable or exchangeable for shares of capital stock of, or other equity or voting interests of any character in, the Company. (c) All of the issued and outstanding shares of capital stock Common Stock of the Company arehave been duly authorized and are validly issued, fully paid and non-assessable. The Purchased Shares have been duly authorized and, when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessableassessable and will not be subject to any preemptive right, with no personal liability attaching right of first refusal or similar right or any restrictions on transfer under applicable Law or any Contract to which the Company is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities laws and Section 4.1 of this Agreement. The shares of Common Stock issuable upon conversion of the Purchased Shares (including, for the avoidance of doubt, any shares of Common Stock issuable upon conversion of dividends that are paid in kind on the Purchased Shares), subject to the ownership Issuance Limitation (as such term is defined in the Certificate of Designation) (the “Conversion Shares”) have been duly authorized and reserved for issuance and, when issued upon conversion of the Purchased Shares in accordance with the terms thereof, in each case as set forth in the Certificate of Designation, will be validly issued and fully paid and non-assessable. No share of Common Stock has been, and none of the Purchased Shares and Conversion Shares will be when issued, issued in violation of any preemptive right arising by operation of Law, under the Certificate of Incorporation, the Bylaws or any Contract, or otherwise. None of the Purchased Shares or Conversion Shares will be when issued subject to any restrictions on transfer under applicable Law or any Contract to which the Company is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities laws, and Section 4.1 of this Agreement. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with and the terms of the Charter and the Certificate of DesignationDesignation (as applicable), the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed (other than Liens incurred by Purchaser or through the Companyits Affiliates, except for restrictions arising under applicable securities laws, or restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the ClosingAgreement, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to or the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred StockRegistration Rights Agreement). (d) Except as provided otherwise expressly described in this Agreement or any of the Related Agreements, Section 2.4: (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) right, commitment, agreement, arrangement issued by the Company or any other obligation of the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not any commitment no commitment, agreement, arrangement or obligation of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute capital stock of, or other equity or voting interest (or voting debt) in, the Company; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof; (iv) there are no obligations of the Company to grant, extend or enter into any subscription, warrant, right. No person , convertible or entity is entitled exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests (or voting debt) in, the Company; (v) there are no outstanding shares of capital stock of, or other equity or voting interests of any character in, the Company as of the date hereof other than shares that have become outstanding after the Capitalization Date which were reserved for issuance as of the Capitalization Date as set forth in Section 2.4(a) or pursuant to the exercise or vesting, as applicable,, after the Capitalization Date, of outstanding stock options described in Section 2.4(b)(iii), (iv) or (v), respectively, or stock options, restricted stock units or performance-based restricted stock units issued and subsequently exercised or vested, as applicable, after the Capitalization Date; (vi) there are no agreements, arrangements or commitments between the Company and any Person relating to the acquisition, disposition or voting of the capital stock of, or other equity or voting interest (or voting debt) in, the Company and (vii) there are no equity appreciation, phantom equity, profit participation or similar rights with respect to the Company or any of its capital stock or equity interests. There exists no preemptive right, right whether arising by operation of first refusal law, under the Certificate of Incorporation, the Bylaws or similar rights granted by the Company any contract, or otherwise, with respect to the issuance of any capital stock of the Purchased Shares or the Conversion SharesCompany.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 100,000,000 shares of common stock, $0.10 par value per share (“Common Stock Stock”), and 10,000,000 2,000,000 shares of preferred stock, par $0.10 per value $.001 per share (the "“Preferred Stock"”). Of such Preferred Stock, (i) no shares are designated as the Series A Preferred Stock, (ii) no shares are designated as Series A-1 Preferred Stock, (iii) 166,122 shares are designated as Series B Preferred Stock and (iv) upon the filing of which (x) 2,300,000 the Certificate of Designations with the Secretary of the State of Delaware, 171,827.05 shares will be designated as Series B-1 Preferred Stock. The Company does not have any other issued and outstanding shares of Preferred Stock. Following the filing of the Certificate of Elimination, no shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been will be designated as Series A Junior Participating B Preferred Stock and (z) 1,960,784 all 166,122 shares of previously designated shares of Series B Preferred Stock have been designated will return to their status as Series A authorized Preferred StockStock available for issuance. (b) The Company’s Quarterly Report on Form 10-Q for the three months ended January 31, 2024, as filed with the SEC on March 18, 2024, as amended on March 22, 2024, accurately sets forth as of such date (i) the shares of Common Stock issued and outstanding, (ii) the shares of Common Stock held by the Company as treasury shares, (iii) the shares of Common Stock reserved for issuance upon the exercise of outstanding options to purchase Common Stock or in connection with the settlement of outstanding vested or unvested restricted stock units or performance shares awards issued pursuant to the Stock Plans or the vesting of outstanding unvested restricted stock units not issued pursuant to the Stock Plans (assuming, in the case of any awards that are subject to the attainment of performance goals, that applicable performance goals are attained at the maximum level) and (iv) the shares of Common Stock purchased by employees of the Company under the Company’s employee stock purchase plan. As of immediately prior to the date hereof, zero shares of Series A Preferred Stock were issued and outstanding, zero shares of Series A-1 Preferred Stock were issued and outstanding and 166,121.22 shares of Series B Preferred Stock were issued and outstanding. As of the date hereof, there are 28,493,147 shares of Common Stock issued and outstanding. (c) All of the issued and outstanding shares of capital stock Common Stock and Series B-1 Preferred Stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Issued Shares will be, duly authorized and validly issued and fully paid and non-assessable. The shares of Common Stock issuable upon conversion of the Issued Shares (the “Conversion Shares”) have been reserved for issuance and, when issued upon conversion thereof in accordance with no personal liability attaching the terms of the Certificate of Designations in accordance with their terms will be validly issued and fully paid and non-assessable and will not be subject to any preemptive right or any restrictions on transfer under applicable law or any contract to which the ownership thereofCompany is a party, other than those under applicable state and federal securities and antitakeover laws, this Agreement and the Registration Rights Agreement. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designationhereof, the Purchased Issued Shares and the Conversion Shares will be free and clear of all Liens imposed by or through the Company, except for restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as set forth in the Charter and Certificate of Designation and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. liens (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stockother than Permitted Liens). (d) Except as provided otherwise expressly described in this Agreement or any and the Certificate of Designations, and the Related Agreements, warrants initially issued to certain lenders under the Existing Credit Agreement: (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding; (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such rightright or to issue or distribute to holders of any shares of its capital stock; (iii) the Company has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or to pay any dividend or make any other distribution in respect thereof; and (iv) there are no agreements between the Company and any holder of its capital stock relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of any capital stock of the Purchased Shares or the Conversion SharesCompany.

Authorized and Outstanding Stock. (a) The As of the date hereof, the authorized capital stock of the Company consists of (immediately prior i) 500,000,000 shares of Common Stock, of which 100,000,000 shares are validly issued and outstanding and held of record and owned beneficially as set forth in Schedule 2.4 attached hereto; 23,391,813 shares have been reserved for issuance upon conversion of Series A Preferred Stock; 4,500,000 shares have been reserved for issuance upon exercise or exchange of the Warrant; shares have been reserved to be sold in an initial public offering that would have an aggregate offering price of up to $125,000,000, plus an additional number of shares equal to 15% of the total offering amount to cover over-allotments in connection with such offering and 7,500,000 shares have been reserved for issuance pursuant to the Closing) will consist of 200,000,000 Company's 1997 Stock Plan, under which no shares of Common Stock and 10,000,000 have been issued upon the exercise or exchange of options, options to purchase 3,386,259 shares of preferred stockCommon Stock were issued and outstanding as of September 30, par value $.001 per share 1999, and options to purchase 4,113,741 shares of Common Stock remain available for future issuance; and (the "Preferred Stock"), of which (xii) 2,300,000 10,000,000 shares of Preferred Stock have been of which 200,000 shares are designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock. (b) All ," none of the which are issued and outstanding shares of capital stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Shares will be, duly authorized and validly issued and fully paid and non-assessable, with no personal liability attaching to the ownership thereofoutstanding. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designation, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed by or through the Company, except for restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the Closing, the The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Purchased Shares will be Company are as set forth in the Charter and Certificate of Designation Articles, and all such designations, powers, preferences, rights, rights qualifications, limitations and restrictions will be are valid, binding and enforceable in accordance with their terms and in accordance with all applicable law. (c) After giving effect laws except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement or affecting creditors' rights generally and the Closing, there will be (w) 70,245,737 by general equitable principles. All issued and outstanding shares of Common Stockcapital stock are, (x) 234,402 and when issued in accordance with the terms hereof, all Purchased Shares, the Warrant and all Underlying Shares will be, duly and validly authorized, validly issued and outstanding shares fully paid and nonassessable with no personal liability attaching to the ownership thereof (other than attributable to acts of 1999 Preferred Stock the Purchaser), free and clear of all liens, charges, restrictions, claims or encumbrances of any nature whatsoever and free from any restrictions on transfer (y) no issued collectively, "Liens"), except for restrictions imposed by federal or state securities or "blue-sky" laws and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in except for those imposed pursuant to this Agreement or any of the Related AgreementsAgreement. Except as set forth on Schedule 2.4, (i) there are no subscriptionoutstanding shares of capital stock or voting securities of the Company, warrant(ii) the Company is not party to any shareholder agreement, optionvoting agreement or any other agreement, convertible security and, to the best knowledge of the Company, there is no shareholder agreement, voting agreement, first refusal or preemptive rights agreement or any other agreement, which would affect the rights of the shareholders of the Company, and (iii) there are no outstanding warrants, options, commitments, preemptive rights, rights to acquire or purchase, obligations to repurchase, redeem or otherwise acquire or to pay any dividend or make any other distribution in respect of, or conversion rights or demands of any character relating to the capital stock or other right (contingent or otherwise) securities of the Company. All issued by the Company to purchase or acquire any and outstanding shares of capital stock of the Company is authorized were issued (x) in transactions exempt from the registration provisions of the Act, (y) in compliance with or outstanding in transactions exempt from the registration provisions of applicable state securities or "blue-sky" laws, and (iiz) there is not any commitment in compliance with law in all other respects. The Company has provided the Purchaser or its representatives with a true, correct and complete copy of the Company to issue any subscriptionCompany's 1997 Stock Plan, warrant, option, convertible security which is the only equity incentive plan or other such right. No person or entity is entitled proposal that has been offered to any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of the Purchased Shares Company's or the Conversion Sharesany of its Subsidiaries' employees, directors, officers or consultants, except as otherwise disclosed on Schedule 2.4.

Authorized and Outstanding Stock. (a) The After giving effect to the transactions contemplated hereby, the authorized capital stock of the Company (immediately prior to the Closing) will consist of 200,000,000 (i) 30,000,000 shares of Common Stock and 10,000,000 shares of preferred its common stock, par value $.001 0.01 per share (the "Preferred Common Stock"), of which 9,532,862 shares were issued and outstanding as of March 8, 2002, and (xii) 2,300,000 9,000,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stockpreferred stock, Series 1999A of which (the "1999 Preferred Stock"), (ya) 500,000 4,000,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock. , par value $0.01 per share, no shares of which are outstanding, and (b) All 1,500,000 shares have been designated as Series B Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), 666,667 shares of which are issued and outstanding. Except as disclosed in the Company SEC reports (as defined below) and in the Transaction Documents, there are no outstanding subscriptions, options, warrants, phantom rights, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the issued and Company. Except as set forth in the Company SEC Reports, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or any interests therein. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company arewill have been duly and validly authorized and issued and will be fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. Assuming the accuracy of the Investor's representations in Section III, the offer, issuance, sale and delivery of the Shares and Conversion Shares are or will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act") and the qualification or registration provisions of applicable state securities laws. The Company has duly and validly authorized and reserved 666,667 shares of Common Stock for issuance upon conversion of the Series B Preferred Stock, and when the Conversion Shares so issued in accordance with the terms hereofCertificate of Incorporation will, the Purchased Shares upon such conversion and the Conversion Shares will beissuance, duly authorized and be validly issued and issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter assessable and the Certificate of Designation, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed liens and encumbrances created by or through the Company. There are no preemptive rights, except for restrictions imposed by Federal rights of first refusal, put or state securities call rights or "blue sky" laws and except for those imposed pursuant obligations or anti-dilution rights with respect to this Agreement the issuance, sale or any redemption of the Related AgreementsCompany's capital stock, other than rights set forth herein or in the Certificate of Incorporation. As of Other than the Closing, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be as rights set forth in the Charter and Certificate of Designation and all such designationsTransaction Documents, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect there are no rights to have the Company's capital stock registered for sale to the transactions contemplated herein public pursuant to occur at the Closinglaws of any jurisdiction, if and there are no stock options are exercised between the date agreements of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any of the Related Agreements, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of which the Company is authorized or outstanding and (ii) there is not any commitment aware relating to the voting of the Company to issue any subscription, warrant, option, convertible security Company's voting securities or other such right. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by restrictions on the Company with respect to the issuance transfer of the Purchased Shares or the Conversion SharesCompany's capital stock.

Authorized and Outstanding Stock. (a) The At the Closing, the authorized -------------------------------- capital stock of the Company (immediately prior to the Closing) will consist of 200,000,000 (i) 2,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"), of which 778,250 shares are validly issued and outstanding and held of record and owned beneficially as set forth in Schedule 2.4 attached hereto, and ------------ of which 339,020 shares are held by the Company as treasury shares, and (xii) 2,300,000 400,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 of which 160,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock will have been designated as Series A Preferred Stock. (b) All Stock with the rights, terms and privileges set forth in the Certificate of Incorporation and of which 144,640 shares of Series A Preferred Stock will, upon consummation of the Closing, be issued and outstanding. All issued and outstanding shares of capital stock of the Company are, and when issued in accordance with the terms hereof, the all Purchased Shares and Conversion Shares issued upon conversion of the Conversion Purchased Shares will be, duly authorized and validly authorized, validly issued and fully paid and non-assessable, with no personal liability attaching to the ownership thereof. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter assessable and the Certificate of Designation, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed by or through the Companyfrom any restrictions on transfer, except for restrictions imposed (i) by Federal federal or state securities or "blue blue-sky" laws and except for those imposed laws, (ii) pursuant to this Agreement, any Related Agreement or created by any of the Related Agreements. As Investors, (iii) solely with respect to shares other than Purchased Shares or Conversion Shares, under stock option or similar agreements between the Company and its employees, or (iv) pursuant to those certain Stock Transfer Agreement (copies of which are attached hereto as Exhibit H), the --------- Shareholders Agreement, or the Stock Purchase and Option Agreement between the Company, on one hand, and each of the Closingpersons listed on Schedule 2.4, on the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Purchased Shares will be ------------ other hand. Except as set forth in the Charter and Certificate of Designation and all such designationson Schedule 2.4, powersthere are no outstanding ------------ warrants, preferencesoptions, commitments, preemptive rights, qualificationsrights to acquire or purchase, limitations and restrictions will be valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect conversion rights or demands of any character relating to the transactions contemplated herein to occur at the Closing, if no capital stock options are exercised between the date of this Agreement and the Closing, there will be (w) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in this Agreement or any other securities of the Related Agreements, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such right. No person or entity is entitled to any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of the Purchased Shares or the Conversion SharesCompany.

Authorized and Outstanding Stock. (a) The As of the date hereof, the date of -------------------------------- the First Closing or the date of the Second Closing, as the case may be, the authorized capital stock of the Company consists of (immediately prior to the Closingi) will consist of 200,000,000 500,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $.001 per share (the "Preferred Stock"), number of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock. (b) All of the validly issued and outstanding shares of capital stock Common Stock, as well as the record and beneficial owners of such shares, are as set forth in Schedule 2.4 attached hereto); 23,391,813 shares have been reserved for ------------ issuance upon conversion of Series A Preferred Stock; 4,500,000 shares have been reserved for issuance upon exercise or exchange of the Company areSeries A Warrant; 15,000,000 shares have been reserved for issuance upon conversion of Series B Preferred Stock; 18,600,000 shares have been reserved for issuance upon exercise or exchange of the Series B Warrants; and 7,500,000 shares have been reserved for issuance pursuant to the Company's 1997 Stock Plan, under which 19,375 shares of Common Stock have been issued upon the exercise or exchange of options (options to purchase 3,848,583 shares of Common Stock were issued and outstanding as of October 31, 2000, and when issued in accordance with the terms hereofoptions to purchase 3,632,042 shares of Common Stock remain available for future issuance as of October 31, the Purchased Shares 2000); and the Conversion Shares will be(ii) 10,000,000 shares of Preferred Stock, duly authorized and of which 200,000 shares are designated "Series A Preferred Stock," all of which shares are validly issued and fully paid outstanding and non-assessableheld of record and owned beneficially as set forth in Schedule 2.4 attached hereto, with no personal liability attaching and 60,000 shares are designated "Series B ------------ Preferred Stock," none of which are issued and outstanding prior to the ownership thereof. When First Closing (the number of shares of Series B Preferred Stock which are validly issued in accordance with and outstanding immediately prior to the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designation, the Purchased Shares and the Conversion Shares will be free and clear of all Liens imposed by or through the Company, except for restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related Agreements. As of the Second Closing, as well as the record and beneficial owners of such shares, shall be as set forth in Schedule -------- 2.4 attached hereto). The designations, powers, preferences, rights, --- qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Purchased Shares will be Company are as set forth in the Charter and Certificate of Designation Articles, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be are valid, binding and enforceable in accordance with their terms and in accordance with all applicable law. (c) After giving effect laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement or affecting creditors' rights generally and the Closing, there will be (w) 70,245,737 by general equitable principles. All issued and outstanding shares of Common Stockcapital stock are, (x) 234,402 and when issued in accordance with the terms hereof, all Purchased Shares, the Series B Warrants and all Series B Underlying Shares will be, duly and validly authorized, validly issued and outstanding shares fully paid and nonassessable with no personal liability attaching to the ownership thereof (other than attributable to acts of 1999 Preferred Stock the Purchaser), free and clear of all liens, charges, restrictions, claims or encumbrances of any nature whatsoever and free from any restrictions on transfer (y) no issued collectively, "Liens"), except for restrictions imposed by federal or state securities or "blue-sky" laws and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except as provided in except for those imposed pursuant to this Agreement or any of the Related AgreementsAgreement. Except as set forth on Schedule 2.4, (i) ------------ there are no subscriptionoutstanding shares of capital stock or voting securities of the Company, warrant(ii) the Company is not party to any shareholder agreement, optionvoting agreement or any other agreement and, convertible security to the best knowledge of the Company, there is no shareholder agreement, voting agreement, first refusal or preemptive rights agreement or any other agreement which would affect the rights of the shareholders of the Company and (iii) there are no outstanding warrants, options, commitments, preemptive rights, rights to acquire or purchase, obligations to repurchase, redeem or otherwise acquire or to pay any dividend or make any other distribution in respect of, or conversion rights or demands of any character relating to the capital stock or other right (contingent securities of the Company. With respect to each outstanding warrant or otherwise) option to acquire securities of the Company, Schedule 2.4 sets forth the applicable holder, ------------ exercise price, vesting provisions and number of underlying securities; provided, that such information with respect to options shall only be as of October 31, 2000. All issued by the Company to purchase or acquire any and outstanding shares of capital stock of the Company is authorized were issued (x) in transactions exempt from the registration provisions of the Act, (y) in compliance with or outstanding in transactions exempt from the registration provisions of applicable state securities or "blue-sky" laws and (iiz) there is not any commitment in compliance with law in all other respects. The Company has provided the Purchaser or its representatives with a true, correct and complete copy of the Company to issue any subscriptionCompany's 1997 Stock Plan, warrant, option, convertible security which is the only equity incentive plan or other such right. No person or entity is entitled proposal that has been offered to any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of the Purchased Shares Company's or the Conversion Shares.any of its Subsidiaries' employees, directors, officers or consultants, except as otherwise disclosed on Schedule 2.4. ------------

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company (immediately prior to the Closing) will consist consists of 200,000,000 100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $.001 .01 per share (the "Preferred Stock"), of which (x) 2,300,000 shares of Preferred Stock have been designated as Junior Non-Voting Convertible Preferred Stock, Series 1999A (the "1999 Preferred Stock"), (y) 500,000 and 1,000,000 shares of Preferred Stock have been designated as Series A Junior Participating Preferred Stock and (z) 1,960,784 shares of Preferred Stock have been designated as Series A Preferred Stock. (b) The issued and outstanding capital stock of the Company (immediately prior to the Closing) will consist of 25,466,350 shares of Common Stock. There are no outstanding shares of Preferred Stock, and the Company has no plans to issue any Preferred Stock. In addition, options to purchase 2,711,049 shares of Common Stock have been granted and are unexercised under the Amended and Restated 1998 Stock Incentive Plan of XxxXxxxxx.xxx. All of the issued and outstanding shares of capital stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares and the Conversion Option Shares will be, duly authorized and validly issued and fully paid and non-assessable, with no personal liability attaching to the ownership thereof. When issued in accordance with the terms hereof and, in the case of the Conversion Shares in accordance with the terms of the Charter and the Certificate of Designationhereof, the Purchased Shares and the Conversion Option Shares will be free and clear of all Liens imposed by or through the Company, except for restrictions imposed by Federal or state securities or "blue sky" laws and except for those imposed pursuant to this Agreement or any of the Related AgreementsAgreement. As of the Closing, the The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class or series of capital stock of the Purchased Shares will be Company are as set forth in the Charter and certified Certificate of Designation Incorporation of the Company delivered under Section 5.6 hereof, and the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be are valid, binding and enforceable in accordance with their terms and in accordance with applicable law. (c) After giving effect to the transactions contemplated herein to occur at the Closing, if no stock options are exercised between the date of this Agreement and the Closing, there will be (wExcept as set forth in SCHEDULE 2.4(C) 70,245,737 issued and outstanding shares of Common Stock, (x) 234,402 issued and outstanding shares of 1999 Preferred Stock (y) no issued and outstanding shares of Series A Junior Participating Preferred Stock and (z) 1,431,373 issued and outstanding shares of Series A Preferred Stock. (d) Except hereto or as provided in this Agreement or any of the Related AgreementsAgreement, (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and outstanding, (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such rightright or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company, (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof and (iv) there are no agreements, written or oral, between the Company and any holder of its capital stock relating to the acquisition, disposition or voting of the capital stock of the Company. No person or entity is entitled to (i) any preemptive right, right of first refusal or similar rights granted by the Company with respect to the issuance of any capital stock of the Purchased Shares Company. Except as set forth on SCHEDULE 2.4(C) and as provided in Article VII of this Agreement, no person or entity has been granted rights by the Conversion SharesCompany with respect to the registration of any capital stock of the Company under the Securities Act of 1933, as amended (the "Securities Act"). All of the issued and outstanding shares of the Company's capital stock have been offered, issued and sold by the Company in compliance with applicable Federal and state securities laws.