Common use of Authorized and Outstanding Stock Clause in Contracts

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company consists of 100,000,000 shares of common stock, $0.001 par value per share (“Common Stock”), and 5,000,000 shares of preferred stock, $0.001 per value per share (“Preferred Stock”). Of such Preferred Stock, (i) 1,321,514 shares of Preferred Stock are designated as Series A Convertible Preferred Stock (“Series A Preferred Stock”) and (ii) upon the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, 65,000 shares will be designated as the Series B Preferred Stock. The Company does not have any other issued and outstanding shares of Preferred Stock. (b) As of December 20, 2023, (i) 34,697,019 shares of Common Stock were issued and outstanding, (ii) 1,837,013 shares of Common Stock were held by the Company as treasury shares, (iii) 1,609,979 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), (iv) no 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; (v) an additional 603,814 shares of Common Stock are reserved for future issuance to employees of the Company under the Company’s employee stock purchase plan, and (vi) no shares of Series A Preferred Stock were issued and outstanding. (c) All of the issued and outstanding shares of Common Stock of the Company are, and when issued in accordance with the terms hereof, the Purchased 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 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 Company 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, the Purchased Shares and the Conversion Shares will be free and clear of all liens (other than Permitted Liens).

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company consists of 100,000,000 shares of common stock, $0.001 0.10 par value per share (“Common Stock”), and 5,000,000 2,000,000 shares of preferred stock, $0.001 0.10 per value per share (“Preferred Stock”). Of such Preferred Stock, (i) 1,321,514 no shares of Preferred Stock are designated as Series A Convertible Preferred Stock, (ii) no shares are designated as Series A-1 Preferred Stock, (iii) no shares are designated as Series B Preferred Stock, (iv) 171,827.05 shares are designated as Series B-1 Preferred Stock (“Series A Preferred Stock”) and (iiv) upon the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, 65,000 175,263.58 shares will be designated as the Series B B-2 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 will be designated as Series B-1 Preferred Stock and all 171,827.05 shares of previously designated shares of Series B-1 Preferred Stock will return to their status as authorized Preferred Stock available for issuance. (b) As The Company’s Quarterly Report on Form 10-Q for the three months ended April 30, 2024, as filed with the SEC on June 18, 2024, accurately sets forth as of December 20, 2023, such date (i) 34,697,019 the shares of Common Stock were issued and outstanding, (ii) 1,837,013 the shares of Common Stock were held by the Company as treasury shares, (iii) 1,609,979 the 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) no the 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; (v) an additional 603,814 shares plan. As of Common Stock are reserved for future issuance immediately prior to employees of the Company under the Company’s employee stock purchase plandate hereof, and (vi) no zero shares of Series A Preferred Stock were issued and outstanding, zero shares of Series A-1 Preferred Stock were issued and outstanding, zero shares of Series B Preferred Stock were issued and outstanding and 171,827.05 shares of Series B-1 Preferred Stock were issued and outstanding. As of October 14, 2024, there are 28,866,682 shares of Common Stock issued and outstanding. (c) All of the issued and outstanding shares of Common Stock and Series B-2 Preferred Stock of the Company are, and when issued in accordance with the terms hereof, the Purchased 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 Purchased Shares or Optional Issued Shares (the “Conversion Shares”) have been reserved for issuance and, when issued upon conversion thereof in accordance with 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 Company 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, the Purchased Issued Shares and the Conversion Shares will be free and clear of all liens (other than Permitted Liens). (d) Except as otherwise expressly described in this Agreement and the Certificate of Designations, and the warrants initially issued to certain lenders under the Existing Credit Agreement: (i) no subscription, warrant, option, convertible security or other right issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding; (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock; (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 granted by the Company with respect to the issuance of any capital stock of the Company.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company consists of 100,000,000 shares of common stock, $0.001 0.10 par value per share (“Common Stock”), and 5,000,000 2,000,000 shares of preferred stock, $0.001 0.10 per value per share (“Preferred Stock”). Of such Preferred Stock, (i) 1,321,514 125,000 shares of Preferred Stock are designated as Series A Convertible Preferred Stock (“the Series A Preferred Stock”) Stock and (ii) upon the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, 65,000 100,000 shares will be designated as the Series B A-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 will be designated as Series A Preferred Stock and all 125,000 shares of previously designated shares of Series A Preferred Stock will return to their status as authorized Preferred Stock available for issuance. (b) As of December 20The Company’s Quarterly Report on Form 10-Q for the three months ended October 31, 2023, as filed with the SEC on December 7, 2023, accurately sets forth as of such date (i) 34,697,019 the shares of Common Stock were issued and outstanding, (ii) 1,837,013 the shares of Common Stock were held by the Company as treasury shares, (iii) 1,609,979 the 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), (iv) no the 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; and (v) an additional 603,814 shares of Common Stock are reserved for future issuance to employees of the Company under the Company’s employee stock purchase plan, and (vi) no shares of Series A Preferred Stock were issued and outstanding. (c) All of the issued and outstanding shares of Common Stock and Series A Preferred Stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Exchange 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 Exchange Shares (the “Conversion Shares”) have been reserved for issuance and, when issued upon conversion thereof in accordance with 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 Company 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, the Purchased Exchange Shares and the Conversion Shares will be free and clear of all liens (other than Permitted Liens). (d) Except as otherwise expressly described in this Agreement: (i) no subscription, warrant, option, convertible security or other right issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding; (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock; (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 granted by the Company with respect to the issuance of any capital stock of the Company.

Authorized and Outstanding Stock. (a) The authorized capital stock of the Company consists of 100,000,000 shares of common stock, $0.001 0.10 par value per share (“Common Stock”), and 5,000,000 2,000,000 shares of preferred stock, $0.001 0.10 per value per share (“Preferred Stock”). Of such Preferred Stock, (i) 1,321,514 no shares of Preferred Stock are designated as Series A Convertible Preferred Stock (“the Series A Preferred Stock”, (ii) 100,000 shares are designated as the Series A-1 Preferred Stock and (iiiii) upon the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, 65,000 166,122 shares will be designated as the Series B 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 will be designated as Series A-1 Preferred Stock and all 100,000 shares of previously designated shares of Series A-1 Preferred Stock will return to their status as authorized Preferred Stock available for issuance. (b) As of December 20The Company’s Quarterly Report on Form 10-Q for the three months ended October 31, 2023, as filed with the SEC on December 7, 2023, accurately sets forth as of such date (i) 34,697,019 the shares of Common Stock were issued and outstanding, (ii) 1,837,013 shares of Common Stock were held by the Company as treasury shares, (iiiii) 1,609,979 the 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 (iviii) no the 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; (v) an additional 603,814 shares plan. As of Common Stock are reserved for future issuance immediately prior to employees of the Company under the Company’s employee stock purchase plandate hereof, and (vi) no 0 shares of Series A Preferred Stock were issued and outstanding and 100,000 shares of Series A-1 Preferred Stock were issued and outstanding. As of the date hereof, there are 28,472,972 shares of Common Stock issued and outstanding. (c) All of the issued and outstanding shares of Common Stock and Series A-1 Preferred Stock of the Company are, and when issued in accordance with the terms hereof, the Purchased 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 Purchased Shares or Optional Issued Shares (the “Conversion Shares”) have been reserved for issuance and, when issued upon conversion thereof in accordance with 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 Company 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, the Purchased Issued Shares and the Conversion Shares will be free and clear of all liens (other than Permitted Liens). (d) Except as otherwise expressly described in this Agreement: (i) no subscription, warrant, option, convertible security or other right issued by the Company to purchase or acquire any shares of capital stock of the Company is authorized or outstanding; (ii) there is not any commitment of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock; (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 granted by the Company with respect to the issuance of any capital stock of the Company.