Common use of Capital Stock and Indebtedness Clause in Contracts

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent consists of 100,000,000 shares of common stock, par value $0.001 per share (the “Parent Common Stock”) and 5,000,000 shares of preferred stock, par value $0.001 per share. As of June 21, 2018, (i) 39,689,871 shares of Parent Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awards), (ii) 1,698,352 shares of Parent Common Stock were held in treasury, (iii) 627,130 shares of Parent Common Stock were issuable upon the exercise of outstanding Parent Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Common Stock were subject to Parent RSU Awards with time-based vesting, (v) 235,319 shares of Parent Common Stock were subject to Parent PSU Awards (assuming achievement of the applicable performance goals at the maximum level) and (vi) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. (b) Except as set forth in this Section 4.2, as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent or any of its Subsidiaries is a party (i) obligating Parent or any of its Subsidiaries to (A) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent or any Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment relating to the capital stock or other equity interest of Parent or any Subsidiary of Parent or (C) redeem or otherwise acquire any such shares of capital stock or other equity interests, or (ii) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent or its Subsidiaries. As of the date of this Agreement, neither Parent nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. As of the date of this Agreement there are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent or any of its Subsidiaries. Parent does not have in place, nor is it subject to, a stockholder rights plan, “poison pill” or similar plan or instrument that would prevent the Mergers. (c) Except as would not be material to Parent and its Subsidiaries, taken as a whole, Parent or a Subsidiary of Parent owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parent, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights in favor of any Person other than Parent or a Subsidiary of Parent.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 shares of 500,000,000 common stockshares, without par value $0.001 per share (the “Parent Company Common StockShares”) and 5,000,000 shares of ), 4,000,000 voting preferred stockshares, without par value $0.001 per shareand 1,000,000 non-voting preferred shares, without par value. As of June 2127, 20182018 (the “Company Specified Date”), (i) 39,689,871 shares of Parent 91,084,516 Company Common Stock Shares were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 shares of Parent 1,802,500 Company Common Stock Shares were held in treasury, (iii) 627,130 shares of Parent 326,040 Company Common Stock Shares were issuable upon the exercise of outstanding Parent Company Options, which had a weighted average exercise price of $74.9613.45, (iv) 68,563 1,319,799 shares of Parent Common Stock were subject to Parent Company RSU Awards with time-based vestingAwards, (v) 235,319 1,349,994 shares of Parent Common Stock were subject to Parent Company PSU Awards (assuming achievement of the applicable performance goals at the maximum level), (vi) 146,877 shares were subject to Company DSU Awards and (vivii) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock Shares are duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. (b) Except as set forth in this Section 4.23.2, and other than the Convertible Debentures, as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (i) obligating Parent the Company or any of its Subsidiaries to (A) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment relating to the capital stock or other equity interest of Parent the Company or any Subsidiary of Parent the Company or (C) redeem or otherwise acquire any such shares of capital stock or other equity interests, or (ii) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As of the date of this Agreement, and other than the Convertible Debentures, neither Parent the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders shareholders of Parent the Company on any matter. As of the date of this Agreement there are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent Since the Company Specified Date through the date of this Agreement, the Company has not issued or repurchased any shares of its capital stock (other than in connection with the exercise, settlement or vesting of Company Equity Awards in accordance with their respective terms) or granted any Company Equity Awards. As of the date of this Agreement, the Company does not have in place, nor is it subject to, a stockholder rights plan, “poison pill” or similar plan or instrument, and at no time after the date of this Agreement will the Company have in place or be subject to a stockholder rights plan, “poison pill” or similar plan or instrument (except for any such plan that would prevent is not applicable to Parent or is not applicable to the MergersMergers or other transactions contemplated herein). (c) Except as would not be material to Parent and the Company or any of its significant Subsidiaries, taken as a whole, Parent the Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentthe Company, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights in favor of any Person other than Parent the Company or a Subsidiary of Parentthe Company. Except for equity interests in the Company’s Subsidiaries, as of the date hereof, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any Person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any Person), other than equity interests that are de minimis to the Company and its Subsidiaries taken as a whole and equity interests held in a grantor trust established to fund Company contributions to the Company’s nonqualified deferred compensation plans.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 120,000,000 shares of common stock, par value $0.001 0.50 per share (the “Parent Company Common Stock”) and 5,000,000 shares of preferred stock, par value $0.001 per share). As of June 21March 18, 20182016 (the “Specified Date”), (i) 39,689,871 79,156,963 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 treasury), of which 169,848 shares subject to Parent were Company Restricted Share Awards)Shares, (ii) 1,698,352 39,285,661 shares of Parent Company Common Stock were held in treasury, (iii) 627,130 4,618,230 shares of Parent Company Common Stock were issuable upon the exercise of outstanding Parent Company Options, which had a weighted average exercise price of $74.9640.08, (iv) 68,563 538,306 shares of Parent Common Stock were subject to Parent Company RSU Awards with time-based vestingAwards, (v) 235,319 366,736 shares of Parent Common Stock were subject to Parent Company PSU Awards (assuming achievement of the applicable performance goals at the maximum level) ), and (vi) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. (b) . Except as set forth in this Section 4.2, 3.2(a) or as of the date of this Agreementexpressly permitted by Section 5.1(b), there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (i1) obligating Parent the Company or any of its Subsidiaries to (AI) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (BII) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment relating to the capital stock or other equity interest of Parent the Company or any Subsidiary of Parent or the Company, (CIII) redeem or otherwise acquire any such shares of capital stock or other equity interests, (IV) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or (iiV) make any payment to any Person the value of which is derived from or calculated based on the value of Company Common Stock, or (2) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As No Subsidiary of the date Company owns any shares of this Agreement, neither Parent capital stock of the Company. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since the Specified Date through the date hereof, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor is it subject to, a stockholder rights plan, “poison pill” settlement or similar plan vesting of Company Equity Awards in accordance with their respective terms) or instrument that would prevent the Mergersgranted any Company Equity Awards. (cb) Except as would not be material to Parent and its Subsidiaries, taken as a whole, Parent The Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentthe Company, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights in favor of any Person other than Parent the Company or a wholly owned Subsidiary of Parentthe Company. Except for equity interests in the Company’s Subsidiaries, as of the date hereof, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any Person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any Person) other than equity interests that are not material to the Company and Subsidiaries, taken as a whole. As of the date hereof, neither the Company nor any of its Subsidiaries has any obligation to acquire any material equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 2,000,000,000 shares of common Company Common Stock and 2,000,000 shares of preferred stock, par value $0.001 per share (the “Parent Common Company Preferred Stock”) and 5,000,000 shares of preferred stock, par value $0.001 per share). As of June 21the close of business on July 22, 20182016, (i) 39,689,871 244,815,536 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but treasury), including 366,144 5,165,924 shares of Company Common Stock subject to Parent outstanding Company Restricted Share Stock Awards), (ii) 1,698,352 no shares of Parent Company Common Stock were held in treasury, (iii) 627,130 no shares of Parent Common Company Preferred Stock were issuable upon the exercise of outstanding Parent Options, which had a weighted average exercise price of $74.96issued or outstanding, (iv) 68,563 14,885,312 shares of Parent Company Common Stock were reserved for issuance under the Company Stock Plans, (v) 1,049,772 shares of Company Common Stock were subject to Parent outstanding Company RSU Awards with time-based vestingAwards, (vvi) 235,319 2,192,118 shares of Parent Company Common Stock were subject to Parent PSU Awards (assuming achievement are reserved for issuance in respect of the applicable performance goals at the maximum level) ESPP, and (vivii) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. (b) Except as set forth in this Section 4.23.2(a) and except for (A) shares of Company Common Stock, as of Company Restricted Stock Awards and Company RSU Awards issued after July 22, 2016 in accordance with Section 5.1(l), (B) no more than 450,000 shares issued after the date of this Agreement pursuant to the ESPP in accordance with Section 2.3(e), or (C) shares issued in connection with the exercise, settlement or vesting of Company Stock Awards in accordance with their respective terms and in compliance with this Agreement, there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (iwhether or not currently exercisable) (A) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment relating to the capital stock or other equity interest of Parent or any Subsidiary of Parent or arrangement, (C3) redeem or otherwise acquire any such shares of capital stock or other equity interestsinterests or (4) make any payment to any person the value of which is derived from or calculated based on the value of Company Common Stock or Company Preferred Stock, or (iiB) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As All outstanding shares of Company Common Stock are, and shares of Company Common Stock reserved for issuance with respect to Company Stock Awards, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. No Subsidiary of the date Company owns any shares of this Agreement, neither Parent capital stock of the Company. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party (x) with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its SubsidiariesSubsidiaries or (y) that restrict any person from purchasing, selling, pledging or otherwise disposing of any shares of Company Common Stock. Parent does Prior to the date of this Agreement, the Non-Participating Shares were cancelled, and are not have in place, nor is it subject to, a stockholder rights plan, “poison pill” or similar plan or instrument that would prevent the Mergersoutstanding. (cb) Except as would not be material to Parent and its Subsidiaries, taken as a whole, Parent The Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentthe Company, free and clear of any preemptive rights and any Liens other than Permitted Liens, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights rights. Except for equity interests in favor the Company’s Subsidiaries, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any Person equity interest in any person (or any security or other than Parent right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any person). Neither the Company nor any of its Subsidiaries has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a Subsidiary of Parentloan, capital contribution or otherwise) in, any person.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 350,000,000 shares of common stock, par value $0.001 0.01 per share (the “Parent Company Common Stock”) ), and 5,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (“Company Preferred Stock”). As of June 21September 11, 20182015 (the “Measurement Date”), (i) 39,689,871 131,951,033 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 no shares of Parent Company Common Stock were held in treasury, (iii) 627,130 no shares of Parent Company Preferred Stock were issued or outstanding, (iv) 4,150,686 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, of which amount 23,226,342 shares of Company Common Stock were issuable upon the exercise of outstanding Parent Company Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Common Stock were subject to Parent RSU Awards with time-based vesting, (v) 235,319 23,333,902 shares of Parent Company Common Stock were subject reserved for future issuance pursuant to Parent PSU Awards (assuming achievement of the applicable performance goals at the maximum level) Company Warrants, and (vi) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are are, and shares of Company Common Stock reserved for issuance with respect to Company Options and Company Warrants, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. . Except (bi) Except as set forth in this Section 4.2, 4.4(a) and Section 4.4(b) or (ii) as of the date of this Agreementexpressly permitted by Section 6.1(b)(E), there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party Party (iA) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment arrangement relating to the capital stock or other equity interest of Parent the Company or any Subsidiary of Parent or the Company, (C3) redeem or otherwise acquire any such shares of capital stock or other equity interestsinterests of the Company or any of its Subsidiaries, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary that is not wholly owned, directly or indirectly, by the Company or (5) make any payment to any person the value of which is derived from or calculated based on the value of Company Common Stock or Company Preferred Stock, or (iiB) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As No Subsidiary of the date Company owns any shares of this Agreement, neither Parent capital stock of the Company. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtednessIndebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent Company Stockholders on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since the Measurement Date through the date of this Agreement, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor is it settlement or vesting of Company Options and Company Warrants in accordance with their respective terms) or granted any Company Options or Company Warrants. (b) Section 4.4(b) of the Company Disclosure Schedule sets forth a true and complete list of all Company Options and Company Warrants outstanding as of the Measurement Date, specifying, on a holder-by-holder basis, (i) the name of each holder, (ii) the number of shares subject toto each such Company Option or Company Warrant, (iii) the grant date of each such Company Option or Company Warrant, (iv) the per share exercise price for each such Company Option or Company Warrant, to the extent applicable, (v) the expiration date of each such Company Option or Company Warrant, to the extent applicable, and (vi) with respect to Company Options, the Company Stock Plan under which the Company Option was granted. With respect to each grant of a stockholder rights planCompany Option, “poison pill” each such grant was made, in all material respects, in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other applicable Laws and has a grant date identical to or similar plan following the date on which the Company Board or instrument that would prevent compensation committee approved such Company Option. Each Company Option has an exercise price per share of Company Common Stock equal to or greater than the Mergersfair market value of a share of Company Common Stock on the date of such grant, as determined by Section 409A of the Code, to the extent applicable. (c) Except as would not be material to Parent and its Subsidiaries, taken as a whole, Parent or a Subsidiary of Parent owns, directly or indirectly, all Section 4.4(c) of the issued Company Disclosure Schedule sets forth a true and complete list of all outstanding shares Indebtedness of capital stock or other equity interests the Company and any of each Subsidiary of Parent, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights in favor of any Person other than Parent or a Subsidiary of Parentits Subsidiaries that exceeds $25,000.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 600,000,000 shares of common stock, par value $0.001 0.10 per share (the “Parent Company Common Stock”) ), and 5,000,000 500,000 shares of preferred stock, par value $0.001 1.00 per shareshare (“Company Preferred Stock”). As of June July 21, 20182014, (i) 39,689,871 113,951,710 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 6,763,723 shares of Parent Company Common Stock were held in treasury, (iii) 627,130 200,000 shares of Parent Company Preferred Stock were designated as Series A Junior Participating Preferred Stock, but no shares of Company Preferred Stock were issued or outstanding, (iv) 10,277,051 shares of Company Common Stock were reserved for issuance under the Company Stock Plan, of which amount (A) 820,662 shares of Company Common Stock were subject to outstanding Company PSR Awards (assuming satisfaction of any performance vesting conditions at maximum levels), (B) 1,579,968 shares of Company Common Stock were issuable upon the exercise of outstanding Parent Options, which had a weighted average exercise price of $74.96, Company Options and (ivC) 68,563 shares of Parent Common Stock there were subject to Parent no outstanding Company RSU Awards with time-based vestingAwards, (v) 235,319 200,000 shares of Parent Common Series A Junior Participating Preferred Stock were subject reserved for issuance in accordance with the Rights Agreement, pursuant to Parent PSU Awards which the Company has issued rights to purchase Series A Junior Participating Preferred Stock (assuming achievement of the applicable performance goals at the maximum level“Rights”) and (vi) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are are, and shares of Company Common Stock reserved for issuance with respect to Company Stock Awards, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. . Except (bi) Except as set forth in this Section 4.2, 3.2(a) and Section 3.2(b) or (ii) as of the date of this Agreementexpressly permitted by Section 5.1(b)(E), there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (iA) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment arrangement relating to the capital stock or other equity interest of Parent the Company or any Subsidiary of Parent or the Company, (C3) redeem or otherwise acquire any such shares of capital stock or other equity interests, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or (ii5) make any payment to any person the value of which is derived from or calculated based on the value of Company Common Stock or Company Preferred Stock, or (B) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As No Subsidiary of the date Company owns any shares of this Agreement, neither Parent capital stock of the Company. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since July 21, 2014 through the date hereof, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor settlement or vesting of Company Stock Awards in accordance with their respective terms) or granted any Company Stock Awards. (b) Section 3.2(b) of the Company Disclosure Schedule sets forth a true and complete list of all Company Stock Awards outstanding as of July 21, 2014, specifying, on a holder-by-holder basis, (i) the name of each holder, (ii) the number of shares subject to each such Company Stock Award, (iii) the grant date of each such Company Stock Award, (iv) the vesting schedule of each such Company Stock Award, (v) the exercise price for each such Company Stock Award, to the extent applicable, (vi) the expiration date of each such Company Stock Award, to the extent applicable, (vii) whether such Company Stock Award is it subject tointended to qualify as an “incentive stock option” under Section 422 of the Code and (viii) whether the Company Stock Award was granted under the Company Stock Plan. With respect to each grant of Company Stock Awards, a stockholder rights planeach such grant was in all material respects made in accordance with the terms of the Company Stock Plan, “poison pill” or similar plan or instrument that would prevent the MergersExchange Act and all other applicable Laws, including the rules of the New York Stock Exchange. (c) Except as would not be material to Parent and its Subsidiaries, taken as a whole, Parent The Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentthe Company, free and clear of any preemptive rights and any Liens other than Permitted Liens or restrictions on transfer imposed by applicable Law, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights rights. Except for equity interests in favor the Company’s Subsidiaries, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any person). Neither the Company nor any of its Subsidiaries has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any person. (d) As of the date hereof, the Company and its Subsidiaries have no outstanding Indebtedness in a principal amount in excess of $10,000,000 individually, or $20,000,000 in the aggregate, other than as set forth (and exclusive of any Person other than Parent or a Subsidiary Indebtedness described) in Section 3.2(d) of Parentthe Company Disclosure Schedule.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 350,000,000 shares of common stock, par value $0.001 0.01 per share (the “Parent Company Common Stock”) ), and 5,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (“Company Preferred Stock”). As of June 214, 20182015 (the “Measurement Date”), (i) 39,689,871 131,951,033 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 no shares of Parent Company Common Stock were held in treasury, (iii) 627,130 no shares of Parent Company Preferred Stock were issued or outstanding, (iv) 4,150,686 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, of which amount 23,261,875 shares of Company Common Stock were issuable upon the exercise of outstanding Parent Company Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Common Stock were subject to Parent RSU Awards with time-based vesting, (v) 235,319 23,333,902 shares of Parent Company Common Stock were subject reserved for future issuance pursuant to Parent PSU Awards (assuming achievement of the applicable performance goals at the maximum level) Company Warrants, and (vi) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are are, and shares of Company Common Stock reserved for issuance with respect to Company Options and Company Warrants, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. . Except (bi) Except as set forth in this Section 4.2, 3.4(a) and Section 3.4(b) or (ii) as of the date of this Agreementexpressly permitted by Section 5.1(b)(E), there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (iA) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment arrangement relating to the capital stock or other equity interest of Parent the Company or any Subsidiary of Parent or the Company, (C3) redeem or otherwise acquire any such shares of capital stock or other equity interestsinterests of the Company or any of its Subsidiaries, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary that is not wholly owned, directly or indirectly, by the Company or (5) make any payment to any person the value of which is derived from or calculated based on the value of Company Common Stock or Company Preferred Stock, or (iiB) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As No Subsidiary of the date Company owns any shares of this Agreement, neither Parent capital stock of the Company. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtednessIndebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since the Measurement Date through the date of this Agreement, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor is it settlement or vesting of Company Options and Company Warrants in accordance with their respective terms) or granted any Company Options or Company Warrants. (b) Section 3.4(b) of the Company Disclosure Schedule sets forth a true and complete list of all Company Options and Company Warrants outstanding as of the Measurement Date, specifying, on a holder-by-holder basis, (i) the name of each holder, (ii) the number of shares subject toto each such Company Option or Company Warrant, (iii) the grant date of each such Company Option or Company Warrant, (iv) the per share exercise price for each such Company Option or Company Warrant, to the extent applicable, (v) the expiration date of each such Company Option or Company Warrant, to the extent applicable, and (vi) with respect to Company Options, the Company Stock Plan under which the Company Option was granted. With respect to each grant of a stockholder rights planCompany Option, “poison pill” each such grant was made, in all material respects, in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other applicable Laws and has a grant date identical to or similar plan following the date on which the Company Board or instrument that would prevent compensation committee approved such Company Option. Each Company Option has an exercise price per share of Company Common Stock equal to or greater than the Mergersfair market value of a share of Company Common Stock on the date of such grant, as determined by Section 409A of the Code, to the extent applicable. (c) Except as would not be material to Parent and its Subsidiaries, taken as a whole, Parent or a Subsidiary of Parent owns, directly or indirectly, all Section 3.4(c) of the issued Company Disclosure Schedule sets forth a true and complete list of all outstanding shares Indebtedness of capital stock or other equity interests the Company and any of each Subsidiary of Parent, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights in favor of any Person other than Parent or a Subsidiary of Parentits Subsidiaries that exceeds $25,000.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 shares 600,000,000 Shares of common stock, par value $0.001 per share (the “Parent Class A Common Stock”) , 350,000,000 Shares of Class B Common Stock and 5,000,000 shares 10,000,000 Shares of preferred stock, par value $0.001 0.0001 per shareShare (the “Company Preferred Stock”). As of June 21October 28, 20182019, (i) 39,689,871 shares 228,873,413 Shares of Parent Class A Common Stock were issued and outstanding (not including shares Shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 shares no Shares of Parent Class A Common Stock were held in treasury, (iii) 627,130 31,267,322 Shares of Class B Common Stock were issued and outstanding (not including Shares held in treasury), (iv) no Shares of Class B Common Stock, were held in treasury, (v) no shares of Parent Company Preferred Stock were issued or outstanding, (vi) 19,625,434 Shares of Class A Common Stock and 14,007,395 Shares of Class B Common Stock were reserved for issuance under the Company Stock Plans, of which amount (A) 16,925,916 Shares of Class A Common Stock were subject to outstanding Company RSUs, (B) 1,365,418 Shares of Class A Common Stock were subject to outstanding Company PSUs (assuming maximum achievement) and (C) 1,334,100 Shares of Class A Common Stock and 14,007,395 Shares of Class B Common Stock were issuable upon the exercise of outstanding Parent Company Options, which had a weighted average exercise price (vi) 5,520,287 Shares of $74.96, (iv) 68,563 shares of Parent Class A Common Stock were subject to Parent RSU Awards with time-based vestingavailable purchase rights under the ESPP, (vvii) 235,319 shares 230,000 Shares of Parent Class A Common Stock were subject to Parent PSU Awards (assuming achievement issuable upon the exercise of the applicable performance goals at the maximum level) Company Warrant and (viviii) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are are, and shares of Company Common Stock reserved for issuance with respect to Company Stock Awards, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. . Except (bi) Except as set forth in this Section 4.2, 4.02(a) and Section 4.02(c) or (ii) as of expressly permitted to be issued after the date of this Agreementhereof by Section 6.01(b), there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (iA) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment arrangement relating to the capital stock or other equity interest of Parent the Company or any Subsidiary of Parent or the Company, (C3) redeem or otherwise acquire any such shares of capital stock or other equity interests, or (ii4) make any payment to any Person the value of which is derived from or calculated based on the value of the Company Common Stock or Company Preferred Stock or (B) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As . (b) No Subsidiary of the date Company owns any shares of this Agreement, neither Parent capital stock of the Company. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtednessIndebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since October 28, 2019 through the date hereof, the Company has not issued or repurchased any shares of its capital stock (other than in connection with the exercise, settlement or vesting of Company Stock Awards in accordance with their respective terms) or granted any Company Stock Awards or other equity or equity-based awards or interests. Neither the Company nor any of its Subsidiaries have any obligation to provide any material funds to or make any material investment (in placethe form of a loan, nor is it subject to, a stockholder rights plan, “poison pill” capital contribution or similar plan or instrument that would prevent the Mergersotherwise) in any Subsidiary. (c) Except Section 4.02(c) of the Company Disclosure Schedules sets forth a true, correct and complete list of each Company Stock Award outstanding as would not be of October 28, 2019, specifying, on a holder-by-holder basis except as prohibited by applicable Privacy Laws: (i) the name (for each holder in the United States) or the employee ID number (for all other holders) and country of each holder, (ii) the number of shares subject to each such Company Stock Award or Company Warrant, (iii) the grant date of each such Company Stock Award, (iv) the vesting schedule of each such Company Stock Award, (v) the exercise price for each such Company Stock Award, to the extent applicable, (vi) the expiration date of each such Company Stock Award, to the extent applicable, and (vii) the Company Stock Plan pursuant to which the Company Stock Award was granted. With respect to each grant of Company Stock Awards, (x) each such grant was made in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other Applicable Law, including the rules of the NYSE, and (y) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company SEC Documents in accordance with the Exchange Act and all other Applicable Law. (d) The Company’s past and current Company Option grant practices complied, in all material respects, with the terms of the applicable Company Stock Plans, stock exchange rules and Applicable Law. All Company RSUs are exempt from Section 409A of the Code pursuant to Parent and its Subsidiaries, taken as a whole, Parent the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. (e) The Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentits Subsidiaries, free and clear of any preemptive rights and any Liens (other than Permitted Liens) or restrictions on transfer imposed by Applicable Law, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights rights. Except for equity interests in favor the Subsidiaries of the Company, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any Person (or any security or other than Parent right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any Person). Neither the Company nor any of its Subsidiaries has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a Subsidiary loan, capital contribution or otherwise) in, any Person. (f) The Company and its Subsidiaries have no outstanding Indebtedness in a principal amount (in any one case) in excess of Parent$1,000,000.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 150,000,000 shares of common stock, par value $0.001 0.01 per share (the “Parent Company Common StockShares”) ), and 5,000,000 10,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (the “Company Preferred Shares”). As of June 21April 28, 20182023 (the “Specified Date”), (i) 39,689,871 shares of Parent 100,246,576 Company Common Stock Shares were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 shares of Parent no Company Preferred Shares were issued and outstanding, (iii) 11,883,627 Company Common Stock Shares were held in treasury, (iiiiv) 627,130 shares of Parent 383,439 Company Common Stock Shares were issuable upon the exercise of outstanding Parent Company Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Common Stock were subject to Parent RSU Awards with time-based vesting26.45, (v) 235,319 1,910,716 shares of Parent Common Stock were subject to Parent Company RSU Awards, (vi) 779,366 shares were subject to Company PSU Awards (assuming achievement of the applicable performance goals at the maximum target level) or, to the extent that the applicable performance period has been completed prior to the Specified Date, based on the actual level of achievement, (vii) 417,237 shares were subject to Company DSU Awards and (viviii) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock Shares are duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. (b) Except as set forth in this Section 4.23.2(a), as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (i) obligating Parent the Company or any of its Subsidiaries to (A) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests interests, including restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment relating to the capital stock or other equity interest interests of Parent the Company or any Subsidiary of Parent its Subsidiaries or (C) redeem or otherwise acquire any such shares of capital stock or other equity interests, or (ii) granting any preemptive or antidilutive (other than, solely with respect to the Company’s Subsidiaries, statutory preemptive rights), antidilutive, rights of first refusal or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As of the date of this Agreement, neither Parent the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement Agreement, there are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since the Specified Date through the date of this Agreement, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor is it subject tovesting or settlement of Company Equity Awards in accordance with their respective terms, a stockholder rights plan, “poison pill” or similar plan conducted pursuant to an authorization by the Company Board) or instrument that would prevent the Mergersgranted any Company Equity Awards. (c) Except as would not be material to Parent and its Subsidiariesset forth on Section 3.1(b) of the Company Disclosure Letter, taken as a whole, Parent the Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentthe Company, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights (other than statutory preemptive rights) in favor of any Person other than Parent the Company or a Subsidiary of Parentthe Company. Except for equity interests in the Company’s Subsidiaries, as of the date hereof, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any Person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any Person) other than equity interests that are not material to the Company and its Subsidiaries, taken as a whole. (d) Except as set forth on Section 3.2(d) of the Company Disclosure Letter, each Company Equity Award was granted in accordance with the terms of the Company Equity Plan and in compliance in all material respects with all applicable Laws, and no Company Option is subject to Section 409A of the Code. (e) Since the Specified Date, the Company has not declared, authorized or paid any dividends and distributions (including dividend equivalents) on shares of the capital stock of the Company or other securities of the Company or any of its Subsidiaries, other than dividends or distributions solely among the Company and its Subsidiaries or among the Company’s Subsidiaries.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 shares of common stock, par value $0.001 per share (the “Parent Common Stock”) 60,000,000 Shares and 5,000,000 1,000,000 shares of preferred stock, without par value $0.001 per share(the “Preferred Shares”). As of June 21April 3, 20182024 (the “Capitalization Date”), (i) 39,689,871 shares of Parent Common Stock 14,250,975 Shares were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awards)treasury) and no Preferred Shares were issued or outstanding, (ii) 1,698,352 shares of Parent Common Stock 4,600 Shares were held in treasury, (iii) 627,130 shares of Parent Common Stock 1,092,667 Shares were issuable upon the exercise of underlying outstanding Parent Company Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Common Stock 3,610,000 Shares were subject reserved for issuance pursuant to Parent RSU Awards with time-based vestingfuture grants under the Company Equity Award Plans, (v) 235,319 shares of Parent Common Stock the Company Convertible Notes were subject convertible into 2,500,000 Shares and Company Warrants to Parent PSU Awards (assuming achievement of the applicable performance goals at the maximum level) purchase 1,875,000 Shares and (vi) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. No Shares, Preferred Shares or Company Equity Awards have been issued since the Capitalization Date through the date of this Agreement. All outstanding shares Shares are, and all Shares reserved for issuance as noted in clause (iv) above or to be issued on conversion of Parent Common Stock are the Company Convertible Notes or exercise of the Company Warrants as noted in clause (v) above shall be, when issued in accordance with the terms of the applicable Company Equity Award Plan, Company Convertible Note or Company Warrant, as the case may be, duly authorized, validly issued, fully paid and nonassessable nonassessable, and are free of preemptive rights. Each Company Option (x) has been granted in compliance in all material respects with all applicable securities laws and the applicable Company Equity Award Plans and other applicable Contracts and (y) does not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code. Since the close of business on the Capitalization Date through the date hereof, the Company has not issued or granted any Company Securities under any Company Equity Award Plan, and the Company has not issued any Shares, except for issuances in satisfaction of the vesting, settlement or exercise (in each case, pursuant to their respective terms) of any Company Equity Awards that were, in each case, outstanding as of the close of business on the Capitalization Date. Section 3.2(a) of the Company Disclosure Letter lists all outstanding Company Equity Awards as of the close of business on the Capitalization Date, including the holder, exercise price, expiration date and grant date thereof and the number of vested and unvested Shares subject thereto. (b) Except as set forth in this Section 4.23.2(a), (i) as of the date of this AgreementCapitalization Date, there are no were not outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent or authorized any of its Subsidiaries is a party (i) obligating Parent or any of its Subsidiaries to (A) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests voting securities of Parent the Company, (B) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (C) options or other rights to acquire from the Company, and no obligation of the Company to issue, any Subsidiary of Parent capital stock, voting securities or securities convertible into or exchangeable for such shares capital stock or equity interestsvoting securities of the Company (collectively, “Company Securities”), (Bii) grantthere are no outstanding obligations of the Company to repurchase, extend redeem or enter into otherwise acquire, or make any such subscriptionpayment in respect of, optionany Company Securities and (iii) there are no other options, warrantcalls, call, put, convertible securities, exchangeable securities warrants or other similar rightrights, agreement agreements, arrangements or commitment commitments of any character relating to the issued or unissued capital stock of the Company to which the Company is a party. There are no (i) voting trusts, proxies or other equity interest similar arrangements or understandings to which the Company is a party or by which the Company is bound with respect to the voting of Parent or any Subsidiary of Parent or (C) redeem or otherwise acquire any such shares of capital stock of, or other equity interestsor voting interest in, the Company; or (ii) obligations or binding commitments of any character to which the Company is a party or by which it is bound (1) restricting the transfer of any shares of capital stock of, or other equity or voting interest in, the Company or (2) granting any preemptive rights, registration rights, anti-dilutive rights or antidilutive rights of first refusal or other similar rights with respect to any security issued by Parent or its SubsidiariesCompany Securities. As There are no accrued and unpaid dividends with respect to any outstanding Shares of the date of this AgreementCompany. Other than the Company Convertible Notes, neither Parent nor any of its Subsidiaries the Company has no outstanding any bonds, debentures, notes or other indebtednessobligations, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders equityholders of Parent the Company on any matter. As of the date of this Agreement there are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent or any of its Subsidiaries. Parent does not have in place, nor is it subject to, a stockholder rights plan, “poison pill” or similar plan or instrument that would prevent the Mergers. (c) Except as would The Company does not be material have any Subsidiaries or own any Equity Interest or ownership interest (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any Person), whether direct or indirect, in any Person. The Company is not subject to Parent any obligation or requirement to make any investment (in the form of a loan, capital contribution, guarantee, credit enhancement or otherwise) in any Person. MRC Precision Metal Optics, Inc., a Florida corporation and its Subsidiaries, taken as a whole, Parent or a prior Subsidiary of Parent ownsthe Company, directly was dissolved on September 26, 2014, and since that date it has not (i) conducted any operations, activities or indirectlytransactions, all (ii) been a party to any contracts, or (iii) had any assets or liabilities. The corporate status of Laser Optics Holdings, Inc., a New Jersey corporation and prior Subsidiary of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of ParentCompany, was revoked on May 16, 2007, and all of such shares of capital stock since that date it has not (i) conducted any operations, activities or other equity interests are duly authorizedtransactions, validly issued(ii) been a party to any contracts, fully paid and nonassessable and free of preemptive rights in favor of or (iii) had any Person other than Parent assets or a Subsidiary of Parentliabilities.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 350,000,000 shares of common stock, par value $0.001 per share (the “Parent Company Common Stock”) Stock and 5,000,000 75,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (the “Company Preferred Stock”). As of June 21March 1, 20182016, (i) 39,689,871 67,396,368 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 763,672 shares of Parent Company Common Stock were held in treasury, (iii) 627,130 no shares of Parent Company Preferred Stock were issued or outstanding, (iv) 6,771,100 shares of Company Common Stock were reserved for issuance under the Company Stock Plan, of which amount (A) 280,161 shares of Company Common Stock were subject to outstanding Company Performance RSUs (assuming target-level performance), (B) 270,775 shares of Company Common Stock were subject to outstanding Company Service RSUs and (C) 1,278,585 shares of Company Common Stock were issuable upon the exercise of outstanding Parent Company Stock Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Common Stock were subject to Parent RSU Awards with time-based vesting, and (v) 235,319 shares of Parent Common Stock were subject to Parent PSU Awards (assuming achievement of the applicable performance goals at the maximum level) and (vi) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are are, and shares of Company Common Stock reserved for issuance with respect to Company Stock Awards, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. . Except (bi) Except as set forth in this Section 4.2, 4.02(a) and Section 4.02(b) or (ii) as of expressly permitted to be issued after the date of this Agreementhereof by Section 6.01(b), there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (iA) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment arrangement relating to the capital stock or other equity interest of Parent the Company or any Subsidiary of Parent or the Company, (C3) redeem or otherwise acquire any such shares of capital stock or other equity interests, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or (ii5) make any payment to any Person the value of which is derived from or calculated based on the value of Company Common Stock or Company Preferred Stock, or (B) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As No Subsidiary of the date Company owns any shares of this Agreement, neither Parent capital stock of the Company. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtednessIndebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since March 1, 2016 through the date hereof, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor settlement or vesting of Company Stock Awards in accordance with their respective terms) or granted any Company Stock Awards or other equity or equity-based awards or interests. (b) Section 4.02(b) of the Company Disclosure Schedules sets forth a true and complete list of all Company Stock Awards outstanding as of March 1, 2016, specifying, on a holder-by-holder basis, (i) the name of each holder, (ii) the number of shares subject to each such Company Stock Award, (iii) the grant date of each such Company Stock Award, (iv) the vesting schedule of each such Company Stock Award, (v) the exercise price for each such Company Stock Award, to the extent applicable, (vi) the expiration date of each such Company Stock Award, to the extent applicable, and (vii) whether such Company Stock Award is it subject tointended to qualify as an “incentive stock option” under Section 422 of the Code. With respect to each grant of Company Stock Awards, a stockholder rights plan(x) each such grant was granted under the Company Stock Plan and in accordance with the terms of the Company Stock Plan, “poison pill” or similar plan or instrument that would prevent the MergersExchange Act and all other Applicable Law, including the rules of the NYSE, and (y) each such grant was disclosed in the Company SEC Documents filed prior to the date hereof in accordance with the Exchange Act and all other Applicable Law. (c) Except as would not be material to Parent and its Subsidiariesset forth in Section 4.02(c) of the Company Disclosure Schedules, taken as a whole, Parent the Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentits Subsidiaries, free and clear of any preemptive rights and any Liens (other than Permitted Liens) or restrictions on transfer imposed by Applicable Law, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights rights. Except for equity interests in favor the Subsidiaries of the Company, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any Person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any Person). Neither the Company nor any of its Subsidiaries has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person. (d) The Company and its Subsidiaries have no outstanding Indebtedness in a principal amount (in any one case) in excess of $1,000,000, other than Parent or a Subsidiary as set forth in Section 4.02(d) of Parentthe Company Disclosure Schedules.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 1,500,000,000 shares of common stock, par value $0.001 per share (the “Parent Company Common Stock”) Stock and 5,000,000 150,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (the “Company Preferred Stock”). As of June 21February 20, 2018, (i) 39,689,871 195,584,998 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury treasury, but including 366,144 114,051 shares subject to Parent of Company Restricted Share AwardsStock), (ii) 1,698,352 2,092,774 shares of Parent Company Common Stock were held in treasury, (iii) 627,130 no shares of Parent Company Preferred Stock were issued and outstanding, (iv) 7,779,307 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, of which amount (A) 152,432 shares of Company Common Stock were subject to outstanding Company RSUs and (B) 3,338,636 shares of Company Common Stock were issuable upon the exercise of outstanding Parent Company Stock Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Common Stock were subject to Parent RSU Awards with time-based vesting, and (v) 235,319 shares of Parent Common Stock were subject to Parent PSU Awards (assuming achievement of the applicable performance goals at the maximum level) and (vi) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are are, and shares of Company Common Stock reserved for issuance with respect to Company Stock Awards, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. nonassessable. Except (bi) Except as set forth in this Section 4.2, 4.02(a) or (ii) as of expressly permitted to be issued after the date of this Agreementhereof by Section 6.01(b), there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (iA) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment arrangement relating to the capital stock or other equity interest of Parent the Company or any Subsidiary of Parent or the Company, (C3) redeem or otherwise acquire any such shares of capital stock or other equity interests, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or (ii5) make any payment to any Person the value of which is derived from or calculated based on the value of Company Common Stock or Company Preferred Stock, or (B) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As No Subsidiary of the date Company owns any shares of this Agreement, neither Parent capital stock of the Company. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtednessIndebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings pursuant to which Parent the Company or any of its Subsidiaries is a party has any contractual or other obligations with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Since February 20, 2018 through the date hereof, the Company has not issued or repurchased any shares of its capital stock (other than in connection with the exercise, settlement or vesting of Company Stock Awards in accordance with their respective terms) or granted any Company Stock Awards or other equity or equity-based awards or interests. (b) The Company has previously Made Available to Parent does not have a true and complete list of all Company Stock Awards outstanding as of February 20, 2018, specifying (i) the number of shares subject to each such Company Stock Award, (ii) the grant date of each such Company Stock Award, (iii) the vesting schedule of each such Company Stock Award and (iv) the exercise price for each such Company Stock Award, to the extent applicable. With respect to each grant of Company Stock Awards, each such grant was granted under the applicable Company Stock Plan and in place, nor is it subject to, a stockholder rights plan, “poison pill” or similar plan or instrument that would prevent accordance with the Mergersterms of the applicable Company Stock Plan and Applicable Law. (c) Except as would not be material to Parent and its Subsidiariesset forth in Section 4.02(c) of the Company Disclosure Letter, taken as a whole, Parent the Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentits Subsidiaries, free and all clear of any preemptive rights and any Liens (other than restrictions on transfer imposed by Applicable Law). All of such shares of capital stock or other equity interests are are, to the extent the concept is applicable in the relevant jurisdiction, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights rights. Except for equity interests in favor the Subsidiaries of the Company or in connection with the Company’s ordinary course treasury or cash management activities, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any Person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any Person). Neither the Company nor any of its Subsidiaries has any obligation to acquire any equity interest, security or similar commitment or to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (d) The Company and its Subsidiaries have no outstanding Indebtedness for borrowed money in a principal amount (in any one case) in excess of $5,000,000, other than Parent or a Subsidiary as set forth in Section 4.02(d) of Parentthe Company Disclosure Letter.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 800,000,000 shares of common stock, par value $0.001 0.01 per share (the “Parent Company Common Stock”) ), and 5,000,000 1,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (“Company Preferred Stock”). As of June 21January 30, 20182015 (the “Measurement Date”), (i) 39,689,871 543,903,811 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 5,915,268 shares of Parent Company Common Stock were held in treasury, (iii) 627,130 (A) 280,000 shares of Parent Company Preferred Stock were designated as 10.00% Series A Redeemable Convertible Participating Perpetual Preferred Stock, par value $0.01 per share, (B) 80,000 shares of Company Preferred Stock were designated as 10.00% Series B Redeemable Conditional Convertible Participating Perpetual Preferred Stock, par value $0.01 per share, and (C) 100,000 shares of Company Preferred Stock were designated as Series C Junior Participating Preferred Stock, par value $0.01 per share, but no shares of Company Preferred Stock were issued or outstanding, (iv) 39,066,439 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, of which amount (A) 8,429,690 shares of Company Common Stock were issuable upon the exercise of outstanding Parent Company Options, which had a weighted average exercise price of $74.96, (ivB) 68,563 1,470,518 shares of Parent Company Common Stock were subject to Parent RSU Awards with time-based vestingoutstanding Company Restricted Stock Awards, and (vC) 235,319 15,970,930 shares of Parent Company Common Stock were subject to Parent PSU outstanding Company Stock Unit Awards (assuming achievement of the applicable performance goals at the maximum level) and (viv) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are are, and shares of Company Common Stock reserved for issuance with respect to Company Stock Awards, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. . Except (bi) Except as set forth in this Section 4.2, 3.4(a) and Section 3.4(b) or (ii) as of the date of this Agreementexpressly permitted by Section 5.1(b)(E), there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (iA) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment arrangement relating to the capital stock or other equity interest of Parent the Company or any Subsidiary of Parent or the Company, (C3) redeem or otherwise acquire any such shares of capital stock or other equity interestsinterests of the Company or any Subsidiary of the Company, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or (5) make any payment to any person the value of which is derived from or calculated based on the value of Company Common Stock or Company Preferred Stock, or (iiB) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As No Subsidiary of the date Company owns any shares of this Agreement, neither Parent capital stock of the Company. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since the Measurement Date through the date hereof, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor settlement or vesting of Company Stock Awards in accordance with their respective terms) or granted any Company Stock Awards. (b) Section 3.4(b) of the Company Disclosure Schedule sets forth a true and complete list of all Company Stock Awards outstanding as of the Measurement Date, specifying, on a holder-by-holder basis, (i) the employee identification number of each holder, (ii) the number of shares subject to each such Company Stock Award, (iii) the grant date of each such Company Stock Award, (iv) the vesting schedule of each such Company Stock Award, (v) the exercise price for each such Company Stock Award, to the extent applicable, (vi) the expiration date of each such Company Stock Award, to the extent applicable, (vii) whether such Company Stock Award is it subject tointended to qualify as an “incentive stock option” under Section 422 of the Code and (viii) the Company Stock Plan under which the Company Stock Award was granted. With respect to each grant of Company Stock Awards, a stockholder rights planeach such grant was in all material respects made in accordance with the terms of the applicable Company Stock Plan, “poison pill” the Exchange Act and all other applicable Laws, including the rules of Nasdaq. The actions required or similar plan permitted by Section 2.3 of this Agreement are permissible under the applicable Company Stock Plan and any applicable Company Stock Award without consent from the holder of any applicable Company Stock Award or instrument that would prevent the Mergersstockholders of the Company. (c) Except as would not be material to Parent and its Subsidiaries, taken as a whole, Parent The Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentthe Company, free and clear of any preemptive rights and any Liens other than Permitted Liens or restrictions on transfer imposed by applicable Law, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights rights. Except for equity interests in favor the Company’s Subsidiaries, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any person). Neither the Company nor any of its Subsidiaries has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any person. (d) As of the date hereof, the Company and its Subsidiaries have no outstanding Indebtedness in a principal amount in excess of $30,000,000 in the aggregate, other than as set forth (and exclusive of any Person other than Parent or a Subsidiary Indebtedness described) in Section 3.4(d) of Parentthe Company Disclosure Schedule.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 800,000,000 shares of common stock, par value $0.001 0.01 per share (the “Parent "Company Common Stock”) "), and 5,000,000 1,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare ("Company Preferred Stock"). As of June 21January 30, 20182015 (the "Measurement Date"), (i) 39,689,871 543,903,811 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 5,915,268 shares of Parent Company Common Stock were held in treasury, (iii) 627,130 (A) 280,000 shares of Parent Company Preferred Stock were designated as 10.00% Series A Redeemable Convertible Participating Perpetual Preferred Stock, par value $0.01 per share, (B) 80,000 shares of Company Preferred Stock were designated as 10.00% Series B Redeemable Conditional Convertible Participating Perpetual Preferred Stock, par value $0.01 per share, and (C) 100,000 shares of Company Preferred Stock were designated as Series C Junior Participating Preferred Stock, par value $0.01 per share, but no shares of Company Preferred Stock were issued or outstanding, (iv) 39,066,439 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, of which amount (A) 8,429,690 shares of Company Common Stock were issuable upon the exercise of outstanding Parent Company Options, which had a weighted average exercise price of $74.96, (ivB) 68,563 1,470,518 shares of Parent Company Common Stock were subject to Parent RSU Awards with time-based vestingoutstanding Company Restricted Stock Awards, and (vC) 235,319 15,970,930 shares of Parent Company Common Stock were subject to Parent PSU outstanding Company Stock Unit Awards (assuming achievement of the applicable performance goals at the maximum level) and (viv) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are are, and shares of Company Common Stock reserved for issuance with respect to Company Stock Awards, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. . Except (bi) Except as set forth in this Section 4.2, 3.4(a) and Section 3.4(b) or (ii) as of the date of this Agreementexpressly permitted by Section 5.1(b)(E), there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (iA) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment arrangement relating to the capital stock or other equity interest of Parent the Company or any Subsidiary of Parent or the Company, (C3) redeem or otherwise acquire any such shares of capital stock or other equity interestsinterests of the Company or any Subsidiary of the Company, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or (5) make any payment to any person the value of which is derived from or calculated based on the value of Company Common Stock or Company Preferred Stock, or (iiB) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As No Subsidiary of the date Company owns any shares of this Agreement, neither Parent capital stock of the Company. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since the Measurement Date through the date hereof, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor settlement or vesting of Company Stock Awards in accordance with their respective terms) or granted any Company Stock Awards. (b) Section 3.4(b) of the Company Disclosure Schedule sets forth a true and complete list of all Company Stock Awards outstanding as of the Measurement Date, specifying, on a holder-by-holder basis, (i) the employee identification number of each holder, (ii) the number of shares subject to each such Company Stock Award, (iii) the grant date of each such Company Stock Award, (iv) the vesting schedule of each such Company Stock Award, (v) the exercise price for each such Company Stock Award, to the extent applicable, (vi) the expiration date of each such Company Stock Award, to the extent applicable, (vii) whether such Company Stock Award is it subject tointended to qualify as an "incentive stock option" under Section 422 of the Code and (viii) the Company Stock Plan under which the Company Stock Award was granted. With respect to each grant of Company Stock Awards, a stockholder rights planeach such grant was in all material respects made in accordance with the terms of the applicable Company Stock Plan, “poison pill” the Exchange Act and all other applicable Laws, including the rules of Nasdaq. The actions required or similar plan permitted by Section 2.3 of this Agreement are permissible under the applicable Company Stock Plan and any applicable Company Stock Award without consent from the holder of any applicable Company Stock Award or instrument that would prevent the Mergersstockholders of the Company. (c) Except as would not be material to Parent and its Subsidiaries, taken as a whole, Parent The Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentthe Company, free and clear of any preemptive rights and any Liens other than Permitted Liens or restrictions on transfer imposed by applicable Law, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights rights. Except for equity interests in favor the Company's Subsidiaries, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any person). Neither the Company nor any of its Subsidiaries has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any person. (d) As of the date hereof, the Company and its Subsidiaries have no outstanding Indebtedness in a principal amount in excess of $30,000,000 in the aggregate, other than as set forth (and exclusive of any Person other than Parent or a Subsidiary Indebtedness described) in Section 3.4(d) of Parentthe Company Disclosure Schedule.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 60,000,000 shares of common stock, par value $0.001 per share (the “Parent Company Common Stock”) Stock and 5,000,000 10,000,000 shares of preferred stock, par value $0.001 per shareshare (“Company Preferred Stock”). As of June 21April 30, 20182015, (i) 39,689,871 37,167,098 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 no shares of Parent Company Common Stock were held in treasury, (iii) 627,130 no shares of Parent Company Preferred Stock were issued or outstanding, (iv) 4,306,710 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, of which amount (A) 30,000 shares of Company Common Stock were subject to outstanding Company RSU Awards (assuming, if applicable, satisfaction of any performance vesting conditions at maximum levels) and (B) 3,033,497 shares of Company Common Stock were issuable upon the exercise of outstanding Parent Company Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Common Stock were subject to Parent RSU Awards with time-based vesting, (v) 235,319 128,719 shares of Parent Company Common Stock were subject to Parent PSU Awards (assuming achievement are reserved for issuance in respect of the applicable performance goals at the maximum level) ESPP, and (vi) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are are, and shares of Company Common Stock reserved for issuance with respect to Company Stock Awards, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. (b) . Except as set forth in this Section 4.2, as of the date of this Agreement4.2(a) and Section 4.2(b), there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (iA) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment relating to the capital stock or other equity interest of Parent or any Subsidiary of Parent or arrangement, (C3) redeem or otherwise acquire any such shares of capital stock or other equity interests, (4) provide an amount of funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary (other than a wholly owned Subsidiary of the Company) or (ii5) make any payment to any person the value of which is derived from or calculated based on the value of Company Common Stock or Company Preferred Stock (other than in connection with Company Benefit Plans and other employee or contractor compensation arrangements) or (B) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As of Neither the date of this Agreement, neither Parent Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since April 30, 2015 through the date hereof, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor settlement or vesting of Company Stock Awards in accordance with their respective terms). (b) Section 4.2(b) of the Company Disclosure Schedule sets forth a list that is it subject totrue and complete in all material respects of the number of Company Stock Awards outstanding, a stockholder rights planand the weighted average exercise price with respect to the Company Options, “poison pill” or similar plan or instrument that would prevent in each case, as of the Mergersdate of this Agreement. (c) Except as would not be material to Parent and its Subsidiaries, taken as a whole, Parent The Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentthe Company, free and clear of any preemptive rights and any Liens other than Permitted Liens, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights rights. Neither the Company nor any of its Subsidiaries has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in favor the form of a loan, capital contribution or otherwise) in, any Person other than Parent or a person. No Subsidiary of Parentthe Company owns any shares of capital stock of the Company.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 150,000,000 shares of common stock, $0.001 par value $0.001 per share (the “Parent Company Common StockShares”) ), and 5,000,000 shares of 15,000,000 preferred stockshares, $0.001 par value $0.001 per share. As of June 21October 11, 20182018 (the “Specified Date”), (i) 39,689,871 shares of Parent 47,300,262 Company Common Stock Shares were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 shares of Parent 6,532,189 Company Common Stock Shares were held in treasury, (iii) 627,130 shares of Parent 2,084,621 Company Common Stock Shares were issuable upon the exercise of outstanding Parent Company Options, which had a weighted average exercise price of $74.963.93, and (iv) 68,563 shares of Parent Common Stock were subject to Parent RSU Awards with time-based vesting, (v) 235,319 shares of Parent Common Stock were subject to Parent PSU Awards (assuming achievement of the applicable performance goals at the maximum level) and (vi) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock Shares are duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights, were issued in accordance with applicable Law and were not issued in violation of any preemptive or other similar rights. (b) Section 3.2(b) of the Company Disclosure Schedule completely and accurately sets forth the Company Option Information. (c) Except for this Agreement, the Rights Agreement, the certificate of incorporation of the Company as set forth in this Section 4.2effect as of the date hereof and the Company Options, as of the date of this Agreementhereof, there are no outstanding subscriptions, options, warrants, rights of first refusal, rights of first offer, voting agreements, calls, puts, convertible securities, exchangeable securities securities, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, equity-based compensation or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (iA) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests Equity Interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interestsEquity Interests, (B2) grant, extend or enter into any such subscription, option, warrant, right of first refusal, right of first offer, voting agreement, call, put, convertible securities, exchangeable securities securities, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, equity-based compensation or other similar right, agreement or commitment relating to the capital stock or other equity interest Equity Interest of Parent the Company or any Subsidiary of Parent the Company or (C3) redeem or otherwise acquire any such shares of capital stock or other equity interestsEquity Interests, or (iiB) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As of the date of this Agreementhereof, neither Parent the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement hereof there are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest Equity Interest of Parent the Company or any of its Subsidiaries, and to the knowledge of the Company, no voting trusts or other agreements or understandings with respect to the voting or registration of the capital stock or other Equity Interest of the Company or any of its Subsidiaries is in effect. Parent does Since the Specified Date through the date hereof, the Company has not have authorized, issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor is it subject to, a stockholder rights plan, “poison pill” settlement or similar plan vesting of Company Options in accordance with their respective terms) or instrument that would prevent the Mergersgranted any Company Options. (cd) Except as would not be material to Parent and its Subsidiariesset forth in Section 3.1(b) of the Company Disclosure Schedule, taken as a whole, Parent the Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests Equity Interests of each Subsidiary of Parentthe Company, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights in favor of any Person other than Parent the Company or a Subsidiary of Parentthe Company, were issued in accordance with applicable Law and were not issued in violation of any preemptive or other similar rights. Except for the Equity Interests in the Company’s Subsidiaries set forth in Section 3.1(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any Equity Interest in any Person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any Equity Interest in any Person).

Capital Stock and Indebtedness. (a) 4.2.1 The authorized capital stock of Parent the Company consists of 100,000,000 200,000,000 shares of common stock, par value $0.001 per share (the “Parent Company Common Stock”) Stock and 5,000,000 1,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (the “Company Preferred Stock”). As of June 21, 2018the Measurement Date, (i) 39,689,871 121,080,187 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 no shares of Parent Company Common Stock were held in treasury, (iii) 627,130 no shares of Parent Company Preferred Stock were issued or outstanding, (iv) 4,060,962 shares of Company Common Stock were reserved for issuance under the Company Stock Plan, of which amount (A) 525,588 shares of Company Common Stock were subject to outstanding Company Performance RSUs (assuming performance levels set forth in Section 2.9.3 of the Company Disclosure Schedules), (B) 352,610 shares of Company Common Stock were subject to outstanding Company Service RSUs, (C) 108,645 DSUs were outstanding, and (D) 51,343 shares of Company Common Stock were issuable upon the exercise of outstanding Parent Company Stock Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Common Stock were subject to Parent RSU Awards with time-based vesting, (v) 235,319 up to 30,435,174 shares of Parent Company Common Stock were subject to Parent PSU Awards (assuming achievement are reserved for issuance upon conversion, if any, of the applicable performance goals at Convertible Notes and the maximum level) Senior Notes, and (vi) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are are, and shares of Company Common Stock reserved for issuance with respect to Company Stock Awards or upon the conversion, if any, of the Convertible Notes or Senior Notes, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of preemptive rights. . Except (bi) Except as set forth in this Section 4.2, ‎4.2.1 or (ii) as of expressly permitted to be issued after the date of this Agreementhereof by Section ‎6.1.2, there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (iA) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment arrangement relating to the capital stock or other equity interest of Parent the Company or any Subsidiary of Parent or the Company, (C3) redeem or otherwise acquire any such shares of capital stock or other equity interests, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary, or (ii5) make any payment to any Person the value of which is derived from or calculated based on the value of Company Common Stock or Company Preferred Stock, or (B) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As of Other than the date of this AgreementConvertible Notes and the Senior Notes, neither Parent the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtednessIndebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings Contracts to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since September 30, 2016 through the date hereof, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor is it subject to, a stockholder rights plan, “poison pill” settlement or similar plan vesting of Company Stock Awards in accordance with their respective terms) or instrument that would prevent the Mergersgranted any Company Stock Awards or other equity or equity-based awards or interests. 4.2.2 Section ‎4.2.2 of the Company Disclosure Schedules sets forth a true and complete list of all Company Stock Awards outstanding as of the Measurement Date, specifying, on a holder-by-holder basis, (ci) the name of each holder, (ii) the number of shares subject to each such Company Stock Award, (iii) the grant date of each such Company Stock Award, (iv) the vesting schedule and any applicable performance vesting conditions of each such Company Stock Award, (v) the exercise price for each such Company Stock Award, to the extent applicable, (vi) the expiration date of each such Company Stock Award, to the extent applicable, and (vii) whether such Company Stock Award is intended to qualify as an “incentive stock option” under Section 422 of the Code. With respect to each grant of Company Stock Awards, (x) each such grant was granted under the Company Stock Plan and in accordance with the terms of the Company Stock Plan, the Exchange Act and all other Applicable Law, including the rules of the NYSE, and (y) if required, each such grant was disclosed in the Company SEC Documents filed prior to the date hereof in accordance with the Exchange Act and all other Applicable Law. 4.2.3 Except as would not be material to Parent and its Subsidiariesset forth in Section ‎4.2.3 of the Company Disclosure Schedules, taken as a whole, Parent the Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentits Subsidiaries, free and clear of any preemptive rights and any Liens (other than Permitted Liens) or restrictions on transfer imposed by Applicable Law, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable non-assessable and free of preemptive rights rights. Except for equity interests in favor the Subsidiaries of the Company, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any Person (or any security or other than Parent right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any Person). Neither the Company nor any of its Subsidiaries has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a Subsidiary of Parentloan, capital contribution or otherwise) in any Person.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 800,000,000 shares of common stock, par value $0.001 1.00 per share (the “Parent Company Common Stock”) and 5,000,000 2,000,000 shares of preferred stock, par value $0.001 1.00 per share. As of June 21February 18, 20182022 (the “Specified Date”), (i) 39,689,871 221,568,258 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 24,623 shares subject to Parent Company Restricted Share Stock Awards), (ii) 1,698,352 102,874,997 shares of Parent Company Common Stock were held in treasury, (iii) 627,130 3,174,663 shares of Parent Common Stock were issuable upon the exercise of outstanding Parent Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Company Common Stock were subject to Parent Company RSU Awards with time-based vestingAwards, (viv) 235,319 3,395,527 shares of Parent Company Common Stock were subject to Parent Company PSU Awards (assuming achievement of the applicable performance goals at the maximum level) and (viv) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. (b) Except as set forth in this Section 4.24.2(a), as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (iA) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, exchange or sell or register for sale any shares of capital stock or other equity interests of Parent or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment relating to the capital stock or other equity interest of Parent or any Subsidiary of Parent the Company or (C3) redeem or otherwise acquire any such shares of capital stock or other equity interests, or (iiB) granting any preemptive or antidilutive or similar rights with respect to any equity security issued by Parent or its Subsidiariesthe Company. As of Since the Specified Date through the date of this Agreement, neither Parent the Company nor any of its Subsidiaries has issued any shares of capital stock of the Company (other than in connection with the exercise, settlement or vesting of Company Equity Awards in accordance with their respective terms) or granted any Company Equity Awards. (c) Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtednessIndebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does not have in placeAll outstanding shares of Company Common Stock are duly authorized, nor is it subject tovalidly issued, a stockholder rights plan, “poison pill” or similar plan or instrument that would prevent the Mergersfully paid and nonassessable and free of preemptive rights. (cd) Except as would not be material to Parent and its Subsidiaries, taken as a whole, Parent The Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentthe Company, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights in favor of any Person other than Parent the Company or a Subsidiary of Parentthe Company. Except for equity interests in the Company’s Subsidiaries, as of the date hereof, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any Person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any Person). (e) As of the date of this Agreement, there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which the Company or any of its Subsidiaries is a party (A) obligating the Company or any of its Subsidiaries to (1) issue, transfer, exchange or sell for sale any shares of capital stock or other equity interests of any Subsidiary of the Company or securities convertible into or exchangeable for such shares or equity interests, (2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment relating to the capital stock or other equity interest of any Subsidiary of the Company or (3) redeem or otherwise acquire any such shares of capital stock or other equity interests, or (B) granting any preemptive or antidilutive or similar rights with respect to any security issued by the Company’s Subsidiaries. (f) Since the Specified Date and through the date of this Agreement, all dividends and distributions (including dividend equivalents) on shares of the capital stock of the Company that have been declared or authorized prior to the date hereof have been paid in full. (g) As of the date of this Agreement, there is no outstanding Indebtedness of the Company and its Subsidiaries in excess of $5,000,000 in principal amount, other than Indebtedness identified by instrument in Section 4.2(g) of the Company Disclosure Schedule and the intercompany Indebtedness set forth in Section 4.2(g) of the Company Disclosure Schedule.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 shares of common stock, par value $0.001 per share (the “Parent Common Stock”) 50,000,000 Shares and 5,000,000 1,000,000 shares of preferred stock, par value $0.001 0.01 per share. As of June 21the close of business on September 20, 20182019 (the “Capitalization Date”), (i) 39,689,871 shares of Parent Common Stock 26,665,240 Shares were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 shares of Parent Common Stock 738,611 Shares were held in treasury, (iii) 627,130 shares of Parent Common Stock zero Shares were issuable upon the exercise of underlying outstanding Parent Company Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares 154,000 Shares were underlying outstanding Company RSUs (assuming achievement of Parent Common Stock were subject to Parent RSU Awards with time-based vestingany applicable performance metrics at the maximum level), (v) 235,319 shares 118,196 Shares were underlying outstanding Company Restricted Stock and included in the number of Parent Common Stock Shares issued and outstanding under clause (i) above, (vi) 3,045,792 Shares were subject reserved for issuance pursuant to Parent PSU Awards (assuming achievement of future grants under the applicable performance goals at the maximum level) Company Equity Award Plans, and (vivii) no other shares of capital stock stock, Company Securities or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. Since the close of business on the Capitalization Date, the Company has not issued any Shares, Company Options, Company RSUs or other Company Securities, except for Shares issued upon the exercise of Company Options, if any, or settlement of Company RSUs, in each case, that were outstanding as of the close of business on the Capitalization Date, in accordance with their terms. All issued and outstanding shares Shares are, and all Shares reserved for issuance as noted in clause (vi) above shall be (when issued in accordance with the terms of Parent Common Stock are the Company Equity Award Plans and the respective grants thereunder), duly authorized, validly issued, fully paid and nonassessable nonassessable, and are free not subject to and were not issued in violation of any preemptive rightsor similar right, purchase option, call or right of first refusal or similar right. No Subsidiary of the Company owns any Shares or has any option or warrant to purchase any Shares or any other Company Securities. Section 3.2(a) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, an accurate and complete list of each outstanding Company Option (setting forth the date of grant, expiration date and vesting schedule, criteria or similar requirements and the exercise price thereof), if any, and each outstanding Company RSU and Company Restricted Stock (setting forth the respective date of grant, expiration date and vesting schedule, criteria or similar requirements, the name of the holder thereof, the country of residence of the holder thereof, the number of Shares issuable thereunder, whether the holder of the Company Equity Award is an employee or a non-employee and whether each such Company Equity Award was granted pursuant to Section 102(b) of the Ordinance). All grants of Company Options, Company RSUs and Company Restricted Stock were made in accordance with the terms of the Company Equity Award Plans, and true, correct and complete copies of each such option award agreement, restricted stock unit award agreement and restricted stock award agreement (with respect to outstanding awards) have been made available to Parent, and all grants of Company Options, Company RSUs and Company Restricted Stock Awards, as applicable, are in compliance in all material respects with all applicable Laws. (b) Except as set forth in this Section 4.23.2(a), as of the date Capitalization Date, there were no outstanding or authorized (i) shares of this Agreementcapital stock, other voting securities or other Equity Interests of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (collectively, “Company Securities”). Except as set forth in Section 3.2(a), there are (i) no outstanding obligations of the Company (A) to repurchase, redeem or otherwise acquire any Company Securities of or (B) to provide any funds to or make any investment (in the form of a loan, capital contribution, guarantee, credit enhancement or otherwise) in or assume any Liability of (x) any Subsidiary of the Company that is not wholly owned by the Company or (y) any other Person that is not a wholly owned Subsidiary of the Company and (ii) no other options, subscriptions, optionsrights, warrantsprofits interest, callsstock appreciation rights, putsphantom stock, convertible securities, exchangeable securities calls, warrants or other similar rights, agreements agreements, arrangements, undertakings or commitments of any character relating to the issued or unissued capital stock of the Company or any of its Subsidiaries to which Parent the Company or any of its Subsidiaries is a party (i) obligating Parent or any of its Subsidiaries to (A) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent or any Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment relating to party. Neither the capital stock or other equity interest of Parent or any Subsidiary of Parent or (C) redeem or otherwise acquire any such shares of capital stock or other equity interests, or (ii) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent or its Subsidiaries. As of the date of this Agreement, neither Parent Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. As of the date of this Agreement there are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party to any Contract with respect to the voting or registration of the capital stock or other equity interest of Parent or any of its Subsidiaries. Parent does not have in place, nor is it subject to, a stockholder rights plan, “poison pill” or similar plan or instrument that would prevent the MergersCompany Securities. (c) Except as would not be material to Parent Section 3.2(c) of the Company Disclosure Letter sets forth a true and its complete list of each of (A) the Company’s Subsidiaries, taken as a wholetogether with (i) its name, Parent (ii) its jurisdiction of organization or a Subsidiary of Parent owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parent, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights in favor of any Person other than Parent or a Subsidiary of Parent.formation,

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 200,000,000 shares of common stock, par value $0.001 0.01 per share (the “Parent Company Common Stock”) ), and 5,000,000 20,030,000 shares of preferred stock, par value $0.001 0.01 per shareshare (“Company Preferred Stock”), of which 30,000 shares are Non-Voting Preferred Stock. As of June 21November 13, 20182015 (the “Specified Date”), (i) 39,689,871 72,069,366 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 15,654,852 shares of Parent Company Common Stock were held in treasury, (iii) 627,130 200,000 shares of Parent Company Preferred Stock were designated as Series A Junior Participating Preferred Stock, 200,000 shares of Company Preferred Stock were designated as Series B Junior Participating Preferred Stock and 200,000 shares of Company Preferred Stock were designated as Series C Junior Participating Preferred Stock but no shares of Company Preferred Stock were issued or outstanding, (iv) 5,578,976 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, of which 5,578,976 shares of Company Common Stock were issuable upon the exercise of outstanding Parent Company Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Common Stock were subject to Parent RSU Awards with time-based vesting, (v) 235,319 200,000 shares of Parent Common Series C Junior Participating Preferred Stock were subject reserved for issuance in accordance with the Rights Agreement, pursuant to Parent PSU Awards which the Company has issued rights to purchase Series C Junior Participating Preferred Stock (assuming achievement of the applicable performance goals at the maximum level“Rights”) and (vi) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are are, and shares of Company Common Stock reserved for issuance with respect to Company Options, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. . Except (bA) Except as set forth in this Section 4.2, 3.2(a) and Section 3.2(b) or (B) as of the date of this Agreementexpressly permitted by Section 5.1(b)(E), there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (i1) obligating Parent the Company or any of its Subsidiaries to (AI) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (BII) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment relating to the capital stock or other equity interest of Parent the Company or any Subsidiary of Parent or the Company, (CIII) redeem or otherwise acquire any such shares of capital stock or other equity interests, (IV) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or (iiV) make any payment to any person the value of which is derived from or calculated based on the value of Company Common Stock or Company Preferred Stock, or (2) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As No Subsidiary of the date Company owns any shares of this Agreement, neither Parent capital stock of the Company. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since the Specified Date through the date hereof, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor settlement or vesting of Company Stock Awards in accordance with their respective terms) or granted any Company Options. (b) Section 3.2(b) of the Company Disclosure Schedule sets forth a true and complete list of all Company Options outstanding as of the Specified Date, specifying, on a holder-by-holder basis, (i) the name of each holder, (ii) the number of shares subject to each such Company Option, (iii) the grant date of each such Company Option, (iv) the vesting schedule of each such Company Option, (v) the exercise price for each such Company Option, (vi) the expiration date of each such Company Option, and (vii) whether such Company Option is it subject to, a stockholder rights plan, intended to qualify as an “poison pillincentive stock option” or similar plan or instrument that would prevent under Section 422 of the MergersCode. (c) Except as would not be material to Parent and its Subsidiaries, taken as a whole, Parent The Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentthe Company, free and clear of any preemptive rights and any Liens other than Permitted Liens or transfer restrictions imposed by applicable Law, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights in favor of any Person person other than Parent the Company or a wholly owned Subsidiary of Parentthe Company. Except for equity interests in the Company’s Subsidiaries, as of the date hereof, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any person). As of the date hereof, neither the Company nor any of its Subsidiaries has any obligation to acquire any material equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any person. (d) As of November 13, 2015, the Company and its Subsidiaries have no outstanding Indebtedness for borrowed money (other than intercompany Indebtedness owed by the Company or any wholly owned Subsidiary to any other wholly owned Subsidiary, or by any wholly owned Subsidiary to the Company or by Radnor Funding Corp. to the Company) in a principal amount in excess of $15,000,000 in the aggregate, other than as set forth in Section 3.2(d) of the Company Disclosure Schedule.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 600,000,000 shares of common stock, par value $0.001 0.10 per share (the “Parent Company Common Stock”) ), and 5,000,000 500,000 shares of preferred stock, par value $0.001 1.00 per shareshare (“Company Preferred Stock”). As of June July 21, 20182014, (i) 39,689,871 113,951,710 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 6,763,723 shares of Parent Company Common Stock were held in treasury, (iii) 627,130 200,000 shares of Parent Company Preferred Stock were designated as Series A Junior Participating Preferred Stock, but no shares of Company Preferred Stock were issued or outstanding, (iv) 10,277,051 shares of Company Common Stock were reserved for issuance under the Company Stock Plan, of which amount (A) 820,662 shares of Company Common Stock were subject to outstanding Company PSR Awards (assuming satisfaction of any - 11 - performance vesting conditions at maximum levels), (B) 1,579,968 shares of Company Common Stock were issuable upon the exercise of outstanding Parent Options, which had a weighted average exercise price of $74.96, Company Options and (ivC) 68,563 shares of Parent Common Stock there were subject to Parent no outstanding Company RSU Awards with time-based vestingAwards, (v) 235,319 200,000 shares of Parent Common Series A Junior Participating Preferred Stock were subject reserved for issuance in accordance with the Rights Agreement, pursuant to Parent PSU Awards which the Company has issued rights to purchase Series A Junior Participating Preferred Stock (assuming achievement of the applicable performance goals at the maximum level“Rights”) and (vi) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are are, and shares of Company Common Stock reserved for issuance with respect to Company Stock Awards, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. . Except (bi) Except as set forth in this Section 4.2, 3.2(a) and Section 3.2(b) or (ii) as of the date of this Agreementexpressly permitted by Section 5.1(b)(E), there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (iA) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment arrangement relating to the capital stock or other equity interest of Parent the Company or any Subsidiary of Parent or the Company, (C3) redeem or otherwise acquire any such shares of capital stock or other equity interests, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or (ii5) make any payment to any person the value of which is derived from or calculated based on the value of Company Common Stock or Company Preferred Stock, or (B) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As No Subsidiary of the date Company owns any shares of this Agreement, neither Parent capital stock of the Company. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since July 21, 2014 through the date hereof, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor settlement or vesting of Company Stock Awards in accordance with their respective terms) or granted any Company Stock Awards. (b) Section 3.2(b) of the Company Disclosure Schedule sets forth a true and complete list of all Company Stock Awards outstanding as of July 21, 2014, specifying, on a holder-by-holder basis, (i) the name of each holder, (ii) the number of shares subject to each such Company Stock Award, (iii) the grant date of each such Company Stock Award, (iv) the vesting schedule of each such Company Stock Award, (v) the exercise price for each such Company Stock Award, to the extent applicable, (vi) the expiration date of each such Company Stock Award, to the extent applicable, (vii) whether such Company Stock Award is it subject tointended to qualify as an “incentive stock option” under Section 422 of the Code and (viii) whether the Company Stock Award was granted under the Company Stock Plan. With respect to each grant of Company Stock Awards, a stockholder rights planeach such grant was in all material respects made in accordance with the terms of the Company Stock Plan, “poison pill” or similar plan or instrument that would prevent the MergersExchange Act and all other applicable Laws, including the rules of the New York Stock Exchange. (c) Except as would not be material to Parent and its Subsidiaries, taken as a whole, Parent The Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentthe Company, free and clear of any preemptive rights and any Liens other than Permitted Liens or restrictions on transfer imposed by applicable Law, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights rights. Except for equity interests in favor the Company’s Subsidiaries, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any person). Neither the Company nor any of its Subsidiaries has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any person. (d) As of the date hereof, the Company and its Subsidiaries have no outstanding Indebtedness in a principal amount in excess of $10,000,000 individually, or $20,000,000 in the aggregate, other than as set forth (and exclusive of any Person other than Parent or a Subsidiary Indebtedness described) in Section 3.2(d) of Parentthe Company Disclosure Schedule.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 135,000,000 shares of common stock, par value $0.001 per share (the “Parent Company Common Stock”) Stock and 5,000,000 15,000,000 shares of preferred stock, par value $0.001 per share. As of June 21August 15, 20182018 (the “Capitalization Date”), (i) 39,689,871 19,604,095 shares of Parent Company Common Stock were issued and outstanding (not including outstanding, of which 56,316 shares held in treasury but including 366,144 shares subject to Parent were Company Restricted Share Awards)Shares, (ii) 1,698,352 0 shares of Parent Company Common Stock were held in treasury, (iii) 627,130 1,119,280 shares of Parent Company Common Stock were issuable upon the exercise of outstanding Parent Company Options, which had a weighted average exercise price of $74.96, (iv) 68,563 234,705 shares of Parent Common Stock were subject to Parent Company RSU Awards with Awards, each of which are subject to only time-based vestingvesting requirements, and (v) 235,319 shares of Parent Common Stock were subject to Parent PSU Awards (assuming achievement of the applicable performance goals at the maximum level) and (vi) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of preemptive rights. (b) . Except as set forth in this Section 4.23.2(a), as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent or any of its Subsidiaries the Company is a party (iA) obligating Parent or any of its Subsidiaries the Company to (Ax) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (By) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment relating to the capital stock or other equity interest of Parent or any Subsidiary of Parent the Company or (Cz) redeem or otherwise acquire any such shares of capital stock or other equity interests, interests or (iiB) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent or its Subsidiaries. the Company. (b) As of the date of this Agreement, neither Parent no Subsidiary of the Company owns any shares of capital stock of the Company. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtednessIndebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement Agreement, there are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since the Capitalization Date through the date hereof, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor is it subject to, a stockholder rights plan, “poison pill” vesting or similar plan settlement of Company Equity Awards in accordance with their respective terms) or instrument that would prevent the Mergersgranted any Company Equity Awards. (c) Except Section 3.2(c) of the Company Disclosure Schedule sets forth a true and complete listing of all outstanding Company Equity Awards as would of the close of business on the Capitalization Date, setting forth the number of shares of Company Common Stock subject to each Company Equity Award and the holder, grant date, vesting schedule (including whether the vesting will be accelerated by the execution and delivery of this Agreement or consummation of the Merger, by termination of employment following consummation of the Merger) and exercise or reference price with respect to each Company Equity Award, as applicable. Upon any issuance of any shares of Company Common Stock in accordance with the terms of the Company Stock Plans, such shares of Company Common Stock will be duly authorized, validly issued, fully paid and non-assessable and free of any preemptive rights. Each Company Option (i) was granted and properly approved by the Company Board of Directors or the compensation committee of the Company Board of Directors in compliance with all applicable Laws and all of the terms and conditions of the Company Stock Plan pursuant to which it was issued, (ii) has an exercise price per share of Company Common Stock equal to or greater than the fair market value of a share of Company Common Stock on the date of such grant, (iii) has a grant date identical to the date on which the Company Board of Directors or the compensation committee of the Company Board of Directors actually awarded such Company Option, (iv) qualifies for the Tax and accounting treatment afforded to such Company Option in the Company’s Tax Returns and the Company SEC Documents, respectively, and (v) does not be material to Parent trigger any liability for the holder thereof under Section 409A of the Code. (d) Section 3.2(d) of the Company Disclosure Schedule sets forth (i) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary and (ii) the Company’s or its Subsidiaries’ capital stock, taken as equity interest or other direct or indirect ownership interest in any other Person, other than equity securities in a whole, Parent publicly traded company or other entity held for investment by the Company or any of its Subsidiaries and consisting of less than one percent of the outstanding capital stock of such company or other entity. The Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentthe Company, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable non-assessable and free of preemptive rights in favor of any Person other than Parent the Company or a Subsidiary of Parentthe Company. There are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which the Company or any of its Subsidiaries is a party (A) obligating the Company or any of its Subsidiaries to (x) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of any Subsidiaries of the Company or securities convertible into or exchangeable for such shares or equity interests, (y) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment relating to the capital stock or other equity interest of any Subsidiaries of the Company or (z) redeem or otherwise acquire any such shares of capital stock or other equity interests or (B) granting any preemptive or antidilutive rights with respect to any security issued by any Subsidiaries of the Company. The Company does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Parent under the HSR Act.

Capital Stock and Indebtedness. (a) 4.2.1 The authorized capital stock of Parent the Company consists of 100,000,000 200,000,000 shares of common stock, par value $0.001 per share (the “Parent Company Common Stock”) Stock and 5,000,000 1,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (the “Company Preferred Stock”). As of June 21, 2018the Measurement Date, (i) 39,689,871 121,080,187 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 no shares of Parent Company Common Stock were held in treasury, (iii) 627,130 no shares of Parent Company Preferred Stock were issued or outstanding, (iv) 4,060,962 shares of Company Common Stock were reserved for issuance under the Company Stock Plan, of which amount (A) 525,588 shares of Company Common Stock were subject to outstanding Company Performance RSUs (assuming performance levels set forth in Section 2.9.3 of the Company Disclosure Schedules), (B) 352,610 shares of Company Common Stock were subject to outstanding Company Service RSUs, (C) 108,645 DSUs were outstanding, and (D) 51,343 shares of Company Common Stock were issuable upon the exercise of outstanding Parent Company Stock Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Common Stock were subject to Parent RSU Awards with time-based vesting, (v) 235,319 up to 30,435,174 shares of Parent Company Common Stock were subject to Parent PSU Awards (assuming achievement are reserved for issuance upon conversion, if any, of the applicable performance goals at Convertible Notes and the maximum level) Senior Notes, and (vi) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are are, and shares of Company Common Stock reserved for issuance with respect to Company Stock Awards or upon the conversion, if any, of the Convertible Notes or Senior Notes, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of preemptive rights. . Except (bi) Except as set forth in this Section 4.2, 4.2.1 or (ii) as of expressly permitted to be issued after the date of this Agreementhereof by Section 6.1.2, there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (iA) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment arrangement relating to the capital stock or other equity interest of Parent the Company or any Subsidiary of Parent or the Company, (C3) redeem or otherwise acquire any such shares of capital stock or other equity interests, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary, or (ii5) make any payment to any Person the value of which is derived from or calculated based on the value of Company Common Stock or Company Preferred Stock, or (B) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As of Other than the date of this AgreementConvertible Notes and the Senior Notes, neither Parent the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtednessIndebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings Contracts to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since September 30, 2016 through the date hereof, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor is it subject to, a stockholder rights plan, “poison pill” settlement or similar plan vesting of Company Stock Awards in accordance with their respective terms) or instrument that would prevent the Mergersgranted any Company Stock Awards or other equity or equity-based awards or interests. 4.2.2 Section 4.2.2 of the Company Disclosure Schedules sets forth a true and complete list of all Company Stock Awards outstanding as of the Measurement Date, specifying, on a holder-by-holder basis, (ci) the name of each holder, (ii) the number of shares subject to each such Company Stock Award, (iii) the grant date of each such Company Stock Award, (iv) the vesting schedule and any applicable performance vesting conditions of each such Company Stock Award, (v) the exercise price for each such Company Stock Award, to the extent applicable, (vi) the expiration date of each such Company Stock Award, to the extent applicable, and (vii) whether such Company Stock Award is intended to qualify as an “incentive stock option” under Section 422 of the Code. With respect to each grant of Company Stock Awards, (x) each such grant was granted under the Company Stock Plan and in accordance with the terms of the Company Stock Plan, the Exchange Act and all other Applicable Law, including the rules of the NYSE, and (y) if required, each such grant was disclosed in the Company SEC Documents filed prior to the date hereof in accordance with the Exchange Act and all other Applicable Law. 4.2.3 Except as would not be material to Parent and its Subsidiariesset forth in Section 4.2.3 of the Company Disclosure Schedules, taken as a whole, Parent the Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentits Subsidiaries, free and clear of any preemptive rights and any Liens (other than Permitted Liens) or restrictions on transfer imposed by Applicable Law, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable non-assessable and free of preemptive rights rights. Except for equity interests in favor the Subsidiaries of the Company, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any Person (or any security or other than Parent right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any Person). Neither the Company nor any of its Subsidiaries has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a Subsidiary of Parentloan, capital contribution or otherwise) in any Person.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 350,000,000 shares of common stock, par value $0.001 0.01 per share (the “Parent "Company Common Stock”) "), and 5,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare ("Company Preferred Stock"). As of June 214, 20182015 (the "Measurement Date"), (i) 39,689,871 131,951,033 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 no shares of Parent Company Common Stock were held in treasury, (iii) 627,130 no shares of Parent Company Preferred Stock were issued or outstanding, (iv) 4,150,686 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, of which amount 23,261,875 shares of Company Common Stock were issuable upon the exercise of outstanding Parent Company Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Common Stock were subject to Parent RSU Awards with time-based vesting, (v) 235,319 23,333,902 shares of Parent Company Common Stock were subject reserved for future issuance pursuant to Parent PSU Awards (assuming achievement of the applicable performance goals at the maximum level) Company Warrants, and (vi) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are are, and shares of Company Common Stock reserved for issuance with respect to Company Options and Company Warrants, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. . Except (bi) Except as set forth in this Section 4.2, 3.4(a) and Section 3.4(b) or (ii) as of the date of this Agreementexpressly permitted by Section 5.1(b)(E), there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (iA) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment arrangement relating to the capital stock or other equity interest of Parent the Company or any Subsidiary of Parent or the Company, (C3) redeem or otherwise acquire any such shares of capital stock or other equity interestsinterests of the Company or any of its Subsidiaries, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary that is not wholly owned, directly or indirectly, by the Company or (5) make any payment to any person the value of which is derived from or calculated based on the value of Company Common Stock or Company Preferred Stock, or (iiB) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As No Subsidiary of the date Company owns any shares of this Agreement, neither Parent capital stock of the Company. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtednessIndebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since the Measurement Date through the date of this Agreement, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor is it settlement or vesting of Company Options and Company Warrants in accordance with their respective terms) or granted any Company Options or Company Warrants. (b) Section 3.4(b) of the Company Disclosure Schedule sets forth a true and complete list of all Company Options and Company Warrants outstanding as of the Measurement Date, specifying, on a holder-by-holder basis, (i) the name of each holder, (ii) the number of shares subject toto each such Company Option or Company Warrant, (iii) the grant date of each such Company Option or Company Warrant, (iv) the per share exercise price for each such Company Option or Company Warrant, to the extent applicable, (v) the expiration date of each such Company Option or Company Warrant, to the extent applicable, and (vi) with respect to Company Options, the Company Stock Plan under which the Company Option was granted. With respect to each grant of a stockholder rights planCompany Option, “poison pill” each such grant was made, in all material respects, in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other applicable Laws and has a grant date identical to or similar plan following the date on which the Company Board or instrument that would prevent compensation committee approved such Company Option. Each Company Option has an exercise price per share of Company Common Stock equal to or greater than the Mergersfair market value of a share of Company Common Stock on the date of such grant, as determined by Section 409A of the Code, to the extent applicable. (c) Except as would not be material to Parent and its Subsidiaries, taken as a whole, Parent or a Subsidiary of Parent owns, directly or indirectly, all Section 3.4(c) of the issued Company Disclosure Schedule sets forth a true and complete list of all outstanding shares Indebtedness of capital stock or other equity interests the Company and any of each Subsidiary of Parent, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights in favor of any Person other than Parent or a Subsidiary of Parentits Subsidiaries that exceeds $25,000.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 shares of common stock, par value $0.001 per share (the “Parent Common Stock”) 350,000,000 Shares and 5,000,000 50,000,000 shares of preferred stock, par value $0.001 0.01 per share. As of June 21the close of business on July 10, 20182019 (the “Capitalization Date”), (i) 39,689,871 shares of Parent Common Stock 20,690,472 Shares were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 shares of Parent Common Stock 1,827,246 Shares were held in treasury, (iii) 627,130 shares of Parent Common Stock 326,556 Shares were issuable upon the exercise of underlying outstanding Parent Company Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Common Stock 457,157 Shares were subject to Parent RSU Awards with time-based vestingunderlying outstanding Company RSUs, (v) 235,319 shares the amount of Parent Common Stock were subject to Parent PSU cash payable under the outstanding Company Performance Awards (assuming achievement are described in Section 3.2(a) of the applicable performance goals at Company Disclosure Letter, based on the maximum levelassumptions described therein, (vi) 447,229 Shares were reserved for issuance pursuant to future grants under the Company Equity Award Plan, and (vivii) no other shares of capital stock stock, Company Securities or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. Since the close of business on the Capitalization Date, the Company has not issued any Shares, Company Options, Company RSUs, Company Performance Awards or other Company Securities, except for Shares issued upon the exercise of Company Options or settlement of Company RSUs, in each case, that were outstanding as of the close of business on the Capitalization Date, in accordance with their terms. All issued and outstanding shares Shares are, and all Shares reserved for issuance as noted in clause (vi) above shall be (when issued in accordance with the terms of Parent Common Stock are the Company Equity Award Plan and the respective grants thereunder), duly authorized, validly issued, fully paid and nonassessable nonassessable, and are free not subject to and were not issued in violation of any preemptive rightsor similar right, purchase option, call or right of first refusal or similar right. No Subsidiary of the Company owns any Shares or has any option or warrant to purchase any Shares or any other Company Securities. Section 3.2(a) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, an accurate and complete list of each outstanding Company Option (setting forth the date of grant and the exercise price thereof) and each outstanding Company RSU and Company Performance Award (setting forth the respective date of grant). (b) Except as set forth in this Section 4.23.2(a), as Section 3.2(a) of the date of this AgreementCompany Disclosure Letter or as expressly permitted by Section 5.1(b)(E), there are no outstanding or authorized (i) shares of capital stock, other voting securities or other Equity Interests of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) options or other rights to acquire from the Company, and no obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (clauses (i) through (iii), collectively, “Company Securities”) or (iv) Company Performance Awards. Except as set forth in Section 3.2(a) and Section 3.2(b) of the Company Disclosure Letter or in Section 3.2(a), there are (I) no outstanding obligations of the Company (A) to repurchase, redeem or otherwise acquire any Company Securities of or (B) to provide any funds to or make any investment (in the form of a loan, capital contribution, guarantee, credit enhancement or otherwise) in or assume any Liability of (x) any Subsidiary of the Company that is not wholly owned by the Company or (y) any other Person that is not a wholly owned Subsidiary of the Company and (II) no other options, subscriptions, optionsrights, warrantsprofits interest, callsstock appreciation rights, putsphantom stock, convertible securities, exchangeable securities calls, warrants or other similar rights, agreements agreements, arrangements, undertakings or commitments of any character relating to the issued or unissued capital stock of the Company or any of its Subsidiaries to which Parent the Company or any of its Subsidiaries is a party (i) obligating Parent or any of its Subsidiaries to (A) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent or any Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment relating to party. Neither the capital stock or other equity interest of Parent or any Subsidiary of Parent or (C) redeem or otherwise acquire any such shares of capital stock or other equity interests, or (ii) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent or its Subsidiaries. As of the date of this Agreement, neither Parent Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. As of the date of this Agreement there are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party to any Contract with respect to the voting or registration of the capital stock or other equity interest of Parent or any of its Subsidiaries. Parent does not have in place, nor is it subject to, a stockholder rights plan, “poison pill” or similar plan or instrument that would prevent the MergersCompany Securities. (c) Except as would not be material to Parent Section 3.2(c) of the Company Disclosure Letter sets forth a true and its complete list of each of the Company’s Subsidiaries, taken as a whole, Parent together with the jurisdiction of organization or formation of each such Subsidiary and ownership of each Subsidiary. The Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock stock, other voting securities or other equity interests Equity Interests of each Subsidiary of Parentthe Company, free and clear of all Liens other than Permitted Liens, and all of such shares of capital stock or other equity interests Equity Interests are duly authorized, validly issued, fully paid and nonassessable and free are not subject to and were not issued in violation of any preemptive rights or similar right, purchase option, call or right of first refusal or similar right in favor of any Person other than Parent the Company or a Subsidiary of Parentthe Company. There are no other securities of any Subsidiary of the Company convertible into or exchangeable for shares of capital stock or voting securities of such Subsidiary or options or other rights to acquire from such Subsidiary, and no obligation of such Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the such Subsidiary. (d) Except for Equity Interests in the Company’s Subsidiaries, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any capital stock of, equity interest, voting interest, membership interest, partnership interest, joint venture interest, or other equity or voting interest of any nature in any Person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any Person) (such interests collectively, “Equity Interests”). (e) There are no voting agreements, voting trusts, stockholders’ agreements, proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock or other Equity Interest of, restricting the transfer of or providing for registration rights with respect to, the Company or any of its Subsidiaries.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 60,000,000 shares of common stock, par value $0.001 per share (the “Parent Company Common Stock”) Stock and 5,000,000 10,000,000 shares of preferred stock, par value $0.001 per shareshare (“Company Preferred Stock”). As of June 21April 30, 20182015, (i) 39,689,871 37,167,098 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awardstreasury), (ii) 1,698,352 no shares of Parent Company Common Stock were held in treasury, (iii) 627,130 no shares of Parent Company Preferred Stock were issued or outstanding, (iv) 4,306,710 shares of Company Common Stock were reserved for issuance under the Company Stock Plans, of which amount (A) 30,000 shares of Company Common Stock were subject to outstanding Company RSU Awards (assuming, if applicable, satisfaction of any performance vesting conditions at maximum levels) and (B) 3,033,497 shares of Company Common Stock were issuable upon the exercise of outstanding Parent Company Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Common Stock were subject to Parent RSU Awards with time-based vesting, (v) 235,319 128,719 shares of Parent Company Common Stock were subject to Parent PSU Awards (assuming achievement are reserved for issuance in respect of the applicable performance goals at the maximum level) ESPP, and (vi) no other shares of capital stock or other voting securities of Parent the Company were issued, reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are are, and shares of Company Common Stock reserved for issuance with respect to Company Stock Awards, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. (b) . Except as set forth in this Section 4.2, as of the date of this Agreement4.2(a) and Section 4.2(b), there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Subsidiaries is a party (iA) obligating Parent the Company or any of its Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent the Company or any Subsidiary of Parent the Company or securities convertible into or exchangeable for such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment relating to the capital stock or other equity interest of Parent or any Subsidiary of Parent or arrangement, (C3) redeem or otherwise acquire any such shares of capital stock or other equity interests, (4) provide an amount of funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary (other than a wholly owned Subsidiary of the Company) or (ii5) make any payment to any person the value of which is derived from or calculated based on the value of Company Common Stock or Company Preferred Stock (other than in connection with Company Benefit Plans and other employee or contractor compensation arrangements) or (B) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Subsidiaries. As of Neither the date of this Agreement, neither Parent Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since April 30, 2015 through the date hereof, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise, nor settlement or vesting of Company Stock Awards in accordance with their respective terms). TABLE OF CONTENTS​ (b) Section 4.2(b) of the Company Disclosure Schedule sets forth a list that is it subject totrue and complete in all material respects of the number of Company Stock Awards outstanding, a stockholder rights planand the weighted average exercise price with respect to the Company Options, “poison pill” or similar plan or instrument that would prevent in each case, as of the Mergersdate of this Agreement. (c) Except as would not be material to Parent and its Subsidiaries, taken as a whole, Parent The Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentthe Company, free and clear of any preemptive rights and any Liens other than Permitted Liens, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights rights. Neither the Company nor any of its Subsidiaries has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in favor the form of a loan, capital contribution or otherwise) in, any Person other than Parent or a person. No Subsidiary of Parentthe Company owns any shares of capital stock of the Company.

Capital Stock and Indebtedness. (a) The authorized capital stock of Parent the Company consists of 100,000,000 375,000,000 shares of common stock, par value $0.001 per share (the “Parent Company Common Stock”) , and 5,000,000 2,000,000 shares of preferred stock, par value $0.001 0.01 per shareshare (“Company Preferred Stock”). As of June 21November 18, 20182016, (i) 39,689,871 87,641,177 shares of Parent Company Common Stock were issued and outstanding (not including shares held in treasury but including 366,144 shares subject to Parent Restricted Share Awards)outstanding, (ii) 1,698,352 no shares of Parent Common Company Preferred Stock were held in treasuryissued or outstanding, (iii) 627,130 1,704,902 shares of Parent Company Common Stock were issuable available for future issuance under the Company Stock Plans, (iv) 686,350 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding Parent Company Options, which had a weighted average exercise price of $74.96, (iv) 68,563 shares of Parent Common Stock were subject to Parent RSU Awards with time-based vesting, (v) 235,319 3,387,304 shares of Parent Company Common Stock were subject to Parent PSU Awards reserved for issuance in settlement of outstanding Company RSUs, (vi) 363,987 shares of Company Common Stock were reserved for issuance in settlement of outstanding Company MSUs (assuming achievement of the all applicable performance goals criteria at target levels, which number would be 598,226 shares of Company Common Stock assuming achievement at maximum levels), (vii) 3,865,279 shares of Company Common Stock were available for future issuance under the maximum level) ESPP, including 384,071 shares of Company Common stock which are estimated to be subject to outstanding purchase rights under the ESPP (based on the fair market value of a share of Company Common Stock on such date), and (viviii) no other shares of capital stock Company Common Stock or other voting securities of Parent the Company were issued, available or reserved for issuance or outstanding. All outstanding shares of Parent Company Common Stock are are, and shares of Company Common Stock available or reserved for issuance under the Company Stock Plans for the ESPP, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and are free of preemptive rights. (b) . Except as set forth in this Section 4.2, as of the date of this Agreement4.2(a) and Section 4.2(b), there are no outstanding subscriptions, options, warrants, calls, puts, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent the Company or any of its Significant Subsidiaries is a party (iA) obligating Parent the Company or any of its Significant Subsidiaries to (A1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity or equity-based interests of Parent the Company or any Significant Subsidiary of Parent the Company or securities convertible into or into, exchangeable for or otherwise based on such shares or equity interests, (B2) grant, extend or enter into any such subscription, option, warrant, call, put, convertible securities, exchangeable securities or other similar right, agreement or commitment relating to the capital stock or other equity interest of Parent or any Subsidiary of Parent arrangement or (C3) redeem or otherwise acquire any such shares of capital stock or other equity interests, or (iiB) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent the Company or its Significant Subsidiaries. As No Subsidiary of the date Company owns any shares of this Agreement, neither Parent capital stock of the Company. Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent the Company on any matter. As of the date of this Agreement there There are no voting trusts or other agreements or understandings to which Parent the Company or any of its Subsidiaries is a party with respect to the voting or registration of the capital stock or other equity interest of Parent the Company or any of its Subsidiaries. Parent does Since November 18, 2016 through the date hereof, the Company has not have issued or repurchased any shares of its capital stock (other than in placeconnection with the exercise or settlement of Company Options or Company RSUs in accordance with their respective terms). (b) All outstanding options to purchase shares of Company Common Stock and restricted stock units with respect to shares of Company Common Stock were granted under the Company Stock Plans. Section 4.2(b) of the Company Disclosure Schedule sets forth, nor as of the date hereof: (i) the name or identification number of each holder of the Company Option or Company RSU, (ii) the number of shares subject to such Company Option, Company RSU or Company MSU (assuming achievement at target and maximum performance), (iii) a description of any performance criteria associated with such Company MSU, (iv) the grant date of such Company Option, Company RSU or Company MSU, (v) the Company Stock Plan under which such Company Option, Company RSU or Company MSU was granted, (vi) the vesting schedule of such Company Option, Company RSU or Company MSU that is it subject tonot based on performance-based vesting, (viii) the vesting acceleration rights (if any) applicable to such Company Option, Company RSU or Company MSU and (ix) the exercise price for such Company Option. Each Company Option was granted in accordance with the terms of the applicable Company Stock Plan, the Exchange Act and all other applicable Laws, including the rules of Nasdaq and with a stockholder rights planper share exercise price at least equal to the per share fair market value, “poison pill” or similar plan or instrument that would prevent as determined under Section 409A of the MergersCode of, if applicable, Section 422 of the Code, of one share of Company Common Stock on the date of grant. (c) Except as would not be material to Parent and its Subsidiaries, taken as a whole, Parent The Company or a Subsidiary of Parent the Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of Parentthe Company, free and clear of any preemptive rights and any Liens other than Permitted Liens, and all of such shares of capital stock or other equity interests are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights rights. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in favor the form of a loan, capital contribution or otherwise) in, any Person other than Parent or person. (d) Section 4.2(d) of the Company Disclosure Schedule sets forth a Subsidiary correct and complete list of Parenteach cash-denominated performance-based award outstanding on the date hereof (“Cash Awards”), the name of each holder thereof, the vesting dates, and the amount payable in respect of each such Cash Award (assuming achievement at target and maximum performance, if applicable).