Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares, of which 43,356,371 Shares were issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement; and (ii) 25,000,000 shares of Company Preferred Stock, of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No shares of Company Preferred Stock have been issued or are outstanding. All of the issued and outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding Shares is subject to any right of first refusal in favor of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights outstanding as of the date of this Agreement, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or securities of any of the Acquired Corporations; (ii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 90,000,000 Shares, of which 43,356,371 41,808,235 Shares were had been issued and were outstanding as of the close of business on September 25, 2023 (the day immediately preceding the date of this Agreement“Capitalization Date”); and (ii) 25,000,000 5,000,000 shares of Company Preferred Stock, of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No no shares of Company Preferred Stock have been issued or are outstanding. All of the issued and outstanding Shares shares of the capital stock of the Company have been duly authorized and validly issued, and are fully paid and nonassessable, and all . (b) All of the outstanding shares of Company Common Stock which may be issued as contemplated the capital stock or permitted by this Agreement will be, when issued, ordinary shares of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and non-assessable and not subject to any pre-emptive rightsnonassessable. The Company has no owns all of the authorized and outstanding capital stock of the Company’s Subsidiaries. (c) (i) None of the outstanding shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none of the outstanding Shares is Acquired Corporations are entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right maintenance or any similar right; (ii) none of the outstanding Shares is shares of capital stock of the Acquired Corporations are subject to any right of first refusal in favor of the Companyany Acquired Corporation; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the any Acquired Corporations Corporation having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company Acquired Corporations have a right to vote; and (iv) there is no Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None shares of capital stock of the Acquired Corporations Corporations. No Acquired Corporation is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other securitiesContracts with respect to the voting of any Shares. (cd) Other than those shares As of the close of business on the Capitalization Date: (i) 2,427,133 Shares were subject to issuance pursuant to Company Common Stock reserved for issuance Options granted and outstanding under the Company Equity Plans and the Company 401(kPlans, (ii) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for 2,028,991 Shares were subject to issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to Company RSUs granted and outstanding under the Company Equity Plans. Part 3.3(c, (iii) of the 511,800 Shares were subject to issuance pursuant to Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued PSUs granted and outstanding under the Company Equity Plans as (assuming attainment of performance conditions measured at the target level of performance), (iii) 3,545,974 Shares were reserved for future issuance under Company Equity Plans and (iv) 8,016,812 Shares were reserved for future issuance in connection with any conversions of the date of Convertible Notes. Other than as set forth in this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the CodeSection 3.3(d), in each case indicating there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior NotesCompany. (de) The Each Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights outstanding as of the date of this Agreement, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each Option (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board of Directors or compensation committee thereof actually awarded such Company Stock Option or, if applicable Company Stock-Based Awardand (iv) does not trigger any liability for the holder thereof under Section 409A of the Code. (ef) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company There are duly authorized, validly no issued, fully paid and nonassessable and 100% owned by the Company reserved for issuance, outstanding or one of its Subsidiariesauthorized stock option, free and clear of stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries Subsidiary of the Company. (fg) Except (y) as set forth in this Section 3.3(c)3.3 and (z) for Company Options, Company PSUs, Company RSUs and Convertible Notes outstanding as of the date of this Agreement, there is are no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment shares of capital stock of or other right securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right unit or any other right that is linked to, or the value of which is in any way based on or derived from, from the value of any shares of capital stock or other securities of any of the Acquired CorporationsCorporation, in each case other than derivative securities not issued by an Acquired Corporation; (iiiii) outstanding securitysecurities, instrumentinstruments, bondbonds, debenturedebentures, note notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsCorporation; or (iiiiv) stockholder rights plan plans (or similar plan plans commonly referred to as a “poison pill”) or Contract Contracts under which any of the Acquired Corporations Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (h) Section 3.3(h) of the Company Disclosure Schedule sets forth a listing of all Persons (either by name or employee identification number) who hold outstanding Company Equity Awards as of the close of business on September 21, 2023, indicating, with respect to each Company Equity Award, the number of Shares subject thereto (assuming, in the case of Company PSUs, the target level of performance), the date of grant, the vesting schedule, the per Share exercise price (if applicable), the expiration date and, with respect to Company incentive stock option (within the meaning of Section 422 of the Code) (the “Company Equity Awards Schedule”). The Company shall provide Parent with an updated Company Equity Award Schedule within three (3) business days prior to the anticipated Closing Date to reflect any changes occurring between the date of this Agreement and the applicable date of delivery. All Company Equity Awards are evidenced by award agreements in the forms that have been provided to Parent. (i) All Convertible Notes were issued pursuant to, and all terms and conditions of the Convertible Notes are evidenced by, the Convertible Notes Indentures.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of (i) 100,000,000 an unlimited number of Common Shares, of which 43,356,371 18,833,739 Common Shares were have been issued and are outstanding as of the close date of business on the day immediately preceding this Agreement and (ii) an unlimited number of preferred shares, of which no preferred shares are issued or outstanding as of the date of this Agreement; and (ii) 25,000,000 shares of Company Preferred Stock, of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No shares of Company Preferred Stock have been issued or are outstanding. All of the issued and outstanding Common Shares have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares . There are no Common Shares held by any of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rightsthe other Acquired Corporations. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none None of the outstanding Common Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right participation or any similar right; (ii) none of the outstanding Common Shares is subject to any right of first refusal in favor of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Acquired Corporation Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Common Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Common Shares. Upon consummation of the Arrangement, (A) the shares of Parent Common Stock issued in exchange for any Common Shares that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any Common Shares will, without any further act of Parent, the Company or any other securitiesPerson, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. (cb) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as As of the date of this Agreement, including : (i) 3,147,900 Common Shares are subject to issuance pursuant to stock options granted and outstanding under the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price Company's Amended and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option Restated Share Compensation Plan (within the meaning of the Code"Share Compensation Plan"), in each case indicating (ii) there are no Common Shares that are subject to issuance pursuant to the purchase rights granted under the Share Compensation Plan and (ii) 12,500 Common Shares are reserved for future issuance pursuant to the Company Equity Plan under which such Warrants. (Purchase rights and options to purchase Common Shares (whether granted by the Company Stock Optionpursuant to the Company's stock plans, assumed by the Company Stock-Based Award and ESPP Purchase Right was in connection with any arrangement, merger, acquisition or similar transaction or otherwise issued or granted. ) are referred to in this Agreement as "Company Options.") Part 3.3(c2.3(b) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The following information with respect to each Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of Common Shares subject to such Company Option; (iv) the exercise price of such 8. <PAGE> Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Option expires. The Company has delivered to Parent accurate and complete copies of all stock plans pursuant to which any of the Acquired Corporations has granted outstanding stock awards, and the forms of all award agreements evidencing such awards. The Company Stock Options, Company Stock-Based Awards has delivered to Parent accurate and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions complete copies of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an Warrants. The exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based AwardWarrants is Cdn$6.00 per share. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (fc) Except as set forth in Section 3.3(c2.3(b), there is no: no (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment warrant or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right Common Shares or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or securities of any of the Acquired Corporations; (ii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; (ii) outstanding security, instrument or obligation that has the right to vote (other than the Common Shares) or that is or may become convertible into or exchangeable for any Common Shares or other shares of the capital stock or other securities of any of the Acquired Corporations; (iii) stockholder shareholder rights plan (or similar plan commonly referred to as a “"poison pill”") or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any Common Shares or other shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person against any of the Acquired Corporations to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Acquired Corporations. (d) All outstanding Common Shares, options, warrants and other securities of the Acquired Corporations have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company, free and clear of any Encumbrances, other than restrictions on transfer contained in the articles of incorporation or other similar organizational documents of the Subsidiaries of the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 200,000,000 Shares, of which 43,356,371 47,965,730 Shares were had been issued and were outstanding as of the close of business on May 27, 2021 (the day immediately preceding the date of this Agreement“Capitalization Date”); and (ii) 25,000,000 5,000,000 shares of the Company’s preferred stock, $0.001 par value per share (the “Company Preferred Stock”), of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No no shares of Company Preferred Stock have been issued or are outstanding. All of the issued and outstanding Shares and the outstanding shares of capital stock or ordinary shares of the other Acquired Corporation have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares owns all of the authorized and outstanding capital stock reserved for issuance, other than those as set forth in this Section 3.3of its Subsidiary. (b) Except as set forth in the Company’s certificate As of incorporation, as amended prior to the date of this Agreement, (i) none of the outstanding Shares is shares of capital stock of the Company are entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right maintenance or any similar right; (ii) none of the outstanding Shares is subject to any right of first refusal in favor of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of the Acquired Corporations Company having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iviii) there is no Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None shares of capital stock of the Acquired Corporations Company. The Company is not under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company. The Shares or other securitiesconstitute the only outstanding class of securities of the Company registered under the Securities Act. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) As of the close of business on the Capitalization Date: (i) 6,563,866 Shares are subject to Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not Options granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans (the weighted average exercise price of which is $20.90); (ii) 8,789,683 Shares are reserved for future issuance under the Company Equity Plans; and (iii) there are Company Warrants to purchase an aggregate of 22,708 Shares. Other than as set forth in this Section 3.3(c) and other than Shares reserved for issuance pursuant to the Company ESPP, as of the date close of this Agreementbusiness on the Capitalization Date, including there are no issued, reserved for issuance, outstanding or authorized equity-based awards with respect to the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was grantedShares. Part 3.3(cSection 3.3(c)(i) of the Company Disclosure Schedule sets forth a list of each Company Warrant outstanding as of the conversion rate for close of business on the Convertible Senior NotesCapitalization Date including the holder, date of grant, expiration date, exercise price and number of Shares subject thereto. (d) The Section 3.3(d) of the Company has delivered or otherwise made available Disclosure Schedule sets forth a listing of all Persons who hold outstanding Company Options as of the close of business on the Capitalization Date, indicating, with respect to Parent prior to each Company Option, the number of Shares subject thereto, the date of grant, the vesting schedule and the per Share exercise price, and expiration date. (e) Except as set forth in this Agreement true Section 3.3 and complete copies of all Company Equity Plans covering except for the Company Stock Options, Options and the Company Stock-Based Awards and ESPP Purchase Rights Warrants outstanding as of the date of this Agreement, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights Agreement (and any other stock award agreements to shares issuable upon the extent exercise thereof), as of the close of business on the Capitalization Date, there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscriptionshares of capital stock of, option, call, warrant, agreement, arrangement, commitment or other right equity interests in, any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) obligating any Acquired Corporation to acquire issue any shares of the capital stock, restricted stock unitunits, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right units or any other right rights that is are linked to, or the value of which is in any way based on or derived from, from the value of any shares of capital stock or other securities of any of the Acquired CorporationsCorporation; (iiiii) outstanding securitysecurities, instrumentinstruments, bondbonds, debenturedebentures, note notes or obligation obligations issued by any Acquired Corporation that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsCorporation; or (iiiiv) stockholder rights plan (plans or similar plan commonly referred to as a “poison pill”) or Contract Contracts under which any of the Acquired Corporations Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.. There is no offering period underway with respect to the Company ESPP as of the date of this Agreement

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of: of an unlimited number of common shares (i) 100,000,000 the “Company Common Shares”), 4,573,238 of which 43,356,371 Shares were have been issued and are outstanding as of the date of this Agreement, an unlimited number of class A preferred shares (the “Company Class A Preferred Shares”), 905,714 of which are issued and outstanding as of the close date of business on this Agreement, an unlimited number of class B preferred shares (the day immediately preceding “Company Class B Preferred Shares”), 1,296,909 of which are issued and outstanding as of the date of this Agreement; , and 100,000 class Z shares (iithe “Company Class Z Shares”), all of which are issued and outstanding as of the date of this Agreement. The Company does not hold any shares of its capital stock in its treasury. Part 2.3(a)(i) 25,000,000 of the Disclosure Schedule accurately sets forth, as of the date of this Agreement, the name and record address of each Person that is the registered owner of any shares of Company Preferred Stock, of which 2,500,000 are designated as Series A Junior Participating Preferred Capital Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No the number and class such shares so owned by such Person, and the number of Company Common Shares that would be owned by such Person assuming exercise and conversion of all other securities of the Company owned by such Persons (including all Company Options, Company Warrants, Debentures and Company Preferred Stock have been Shares other than the convertible loan made by Parent as described in Part 2.3(c) of the Disclosure Schedule) giving effect to all anti-dilution and similar adjustments applicable thereto. The number of such shares set forth as being so owned by such Person constitutes the entire interest of such Person in the issued and outstanding share capital or are outstandingvoting securities of the Company. All of the issued and outstanding Shares shares of Company Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in Part 2.3(a)(ii) of the Company’s certificate of incorporation, as amended prior to the date of this Agreement, Disclosure Schedule: (i) none of the outstanding Shares shares of Company Capital Stock is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right maintenance or any similar right; (ii) none of the outstanding Shares shares of Company Capital Stock is subject to any right of first refusal or similar right in favor of the Company; (iii) Company or any other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to votePerson; and (iviii) there is no Company Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Sharesshares of Company Capital Stock. None Except as per the articles of incorporation of the Company and the Company Shareholders’ Agreement, none of the Acquired Corporations is under any obligation, or nor is any of them bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares shares of Company Capital Stock or any other securities. (cb) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as As of the date of this Agreement, including the date of grant, number of 476,168 shares of Company Common Stock Shares are subject to which such issuance pursuant to outstanding Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was grantedOptions. Part 3.3(c2.3(b) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior accurate and complete information with respect to the holder, such holder’s domicile and place of residence, the vesting, the exercise price, the expiration date of this Agreement true and complete copies of all the shares underlying each Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights Option outstanding as of the date of this Agreement. All outstanding Company Options were granted pursuant to the terms of the Company Option Plan and were intended to qualify as an incentive stock option (“ISO”) within the meaning of Section 422 of the U.S. Code and the regulations promulgated thereunder. The Company has delivered to Purchaser accurate and complete copies of all stock option plans pursuant to which any of the Acquired Corporations has ever granted stock options, and the forms of all award stock option agreements evidencing such options. The Company Stock Options, Company Stock-Based Awards Option Plan is binding upon and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of enforceable by the Company Equity Plan pursuant to which it was issued, (ii) against all holders of Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based AwardOptions. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (fc) Except as set forth in Section 3.3(cPart 2.3(a), Part 2.3(b) or Part 2.3(c) of the Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment warrant or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or other securities of any of the Acquired Corporations; (ii) outstanding security, instrument, bond, debenture, note instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive (A) any shares of capital stock or other securities of any of the Acquired Corporations, or (B) any portion of any consideration payable in connection with the Acquisition. (d) All outstanding shares of capital stock, options, warrants and other securities of the Acquired Corporations have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) None of the Acquired Corporations has ever repurchased, redeemed or otherwise reacquired any shares of Company Capital Stock or other securities of any Acquired Corporation, other than Company Options forfeited by Company Employees in connection with the termination of a Company Employee’s employment with an Acquired Corporation. All securities so reacquired by the Company or any other Acquired Corporation were reacquired in compliance with (i) all applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (f) All of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares30,000,000 shares of Company Common Stock, of which 43,356,371 Shares were 16,874,486 shares have been issued and are outstanding as of the date of this Agreement and (ii) 4,700,000 shares of Company Preferred Stock, none of which is issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement; and . Except as set forth in Part 2.3(a) (iii) 25,000,000 of the Company Disclosure Schedule, the Company does not hold any shares of Company Preferred Stock, of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No shares of Company Preferred Stock have been issued or are outstandingits capital stock in its treasury. All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares . As of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, there are no shares of Company Common Stock held by any of the other Company Entities. Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule: (i) none of the outstanding Shares shares of Company Common Stock is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right maintenance or any similar right; (ii) none of the outstanding Shares shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Company Entity Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Sharesshares of Company Common Stock. None of the Acquired Corporations Company Entities is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(kStock. (b) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as As of the date of this Agreement, including the date of grant, number of : (i) 1,842,352 shares of Company Common Stock are reserved for future issuance pursuant to which such stock options granted and outstanding under the Company's 2001 Equity Incentive Plan; and (ii) 51,833 shares of Company Common Stock Option, Company Stockare reserved for future issuance pursuant to stock options granted and outstanding under the Company's Non-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Qualified Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code)Plan. The Company Entities have no employee stock purchase plan, in each case indicating nor have the Company Equity Plan under which such Entities ever had an employee stock purchase plan. (Options to purchase shares of Company Common Stock Option(whether granted by the Company pursuant to the Company's stock option plans, assumed by the Company Stock-Based Award and ESPP Purchase Right was in connection with any merger, acquisition or similar transaction or otherwise issued or granted. ) are referred to in this Agreement as "Company Options.") Part 3.3(c2.3(b) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The following information with respect to each Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of this Agreement; and (vii) the date on which such Company Option expires. The Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which any of the outstanding Company Options were issued, and the forms of all award stock option agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Awardoptions. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (fc) Except as set forth in Section 3.3(c), Part 2.3(b) and Part 2.3(c) of the Company Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment warrant or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or other securities of any of the Acquired CorporationsCompany Entities; (ii) outstanding security, instrument, bond, debenture, note instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsCompany Entities; or (iii) stockholder rights plan (or similar plan commonly referred to as a “"poison pill”") or Contract under which any of the Acquired Corporations Company Entities is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Company Entities. (d) All outstanding capital stock, options and other securities of the Company Entities have been issued and granted in all material respects in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (e) All of the outstanding shares of capital stock of the corporations identified in Part 2.1(a) (ii) of the Company Disclosure Schedule have been duly authorized and are validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Sharesof 40,000,000 shares of Company Common Stock, of which 43,356,371 Shares 8,600,127 shares were issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement; and (ii) 25,000,000 shares of Company Preferred StockMay 3, of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No shares of Company Preferred Stock have been issued or are outstanding2007. All of the issued and outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be(i) are duly authorized, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuanceassessable, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none are free of any Liens created by the outstanding Shares is subject to Company, and (iii) were not issued in violation of any right preemptive rights or rights of first refusal in favor created by statute, the certificate of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes incorporation or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders bylaws of the Company have a right to vote; and (iv) there is no Contract or any agreement to which the Company is a party or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligatedis bound. As of May 3, to purchase2007, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) Other than those there were 801,278 shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) PlanOption Plans, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and 610,566 shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any were subject to outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete options and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of 190,712 shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was grantedwere reserved for future option grants. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered to Parent or otherwise its Representatives (or made available to Parent prior to the date of this Agreement in a data room) true and complete copies of all Company Equity the Option Plans covering and each form of agreement evidencing each award thereunder (and each such agreement accurately reflects the actual date of grant of such award determined in accordance with GAAP). Except for the rights created pursuant to this Agreement and the options and other rights disclosed in the preceding sentences, there are no options, warrants, calls, rights, commitments or agreements that are outstanding to which the Company is a party or by which it is bound, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Common Stock Optionsor other capital stock of or equity interests in the Company or the Company Subsidiaries or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any option, warrant, call, right, commitment or agreement regarding shares of Company Stock-Based Awards and ESPP Purchase Rights outstanding as Common Stock or other capital stock of or equity interests in the Company or the Company Subsidiaries. All shares of Company Common Stock issuable upon exercise of the date of options described in this AgreementSection 2.3 will be, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined when issued pursuant to the terms of the applicable Company Equity Plan under which it was issuedsuch options, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by nonassessable. There are no other contracts, commitments or agreements relating to the voting, purchase or sale of Company Common Stock between or among the Company or one and any of its Subsidiaries, free stockholders; and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or securities of any of the Acquired Corporations; (ii) outstanding securityto the Company’s Knowledge, instrument, bond, debenture, note between or obligation that is or may become convertible into or exchangeable for among any shares of the capital stock or other securities of any of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesCompany Common Stockholders.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 340,000,000 Shares, of which 43,356,371 165,980,981 Shares (inclusive of Company Restricted Shares) were issued and are outstanding as of the close of business on August 18, 2016 (the day immediately preceding the date of this Agreement“Capitalization Date”); and (ii) 25,000,000 1,000,000 shares of the Company’s preferred stock, $0.01 par value per share (the “Company Preferred Stock”), of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No no shares of Company Preferred Stock have been issued or are outstanding, and of which 85,000 shares are designated as Series C Junior Participating Preferred Stock in accordance with the Company Rights Plan pursuant to the terms thereof none of which rights as of the date hereof have been or are exercisable. All of the issued and outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none None of the outstanding Shares is are entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right maintenance or any similar right, other than the Stock Purchase Rights; (ii) none of the outstanding Shares is are subject to any right of first refusal in favor of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations Company having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Company Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. The Shares constitute the only outstanding class of securities of the Company or its Subsidiaries registered under the Securities Act. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) As of the Company Disclosure Schedule, and shares close of Company Common Stock reserved for business on the Capitalization Date: (i) 10,337,344 Shares are subject to issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued Options granted and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock to which Plan with such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, Options having a weighted average exercise price of $26.0548 per Share; (ii) 929,200 Shares are covered by Company SARs granted and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating outstanding under the Company Equity Plan under which with such Company Stock OptionSARs having a weighted average base price of $12.0864 per Share; (iii) 1,539,300 Shares are subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plan; (iv) 159,121 Shares (assuming achievement at target performance, which number would be 198,901 Shares assuming achievement at maximum performance) are subject to issuance pursuant to Company Stock-Based Award PSUs granted and outstanding under the Company Equity Plan; (v) 83,000 Shares are estimated to be subject to outstanding purchase rights under the ESPP Purchase Right (assuming that the closing price per Share as reported on the purchase date for the current offering period was grantedequal to the Offer Price); (vi) 7,451,081 Shares are reserved for future issuance under the Company Equity Plan; and (vii) 5,687,914 Shares are reserved for future issuance under the ESPP (including shares estimated in (v) above). Part Other than as set forth in Section 3.3(b) and this Section 3.3(c) ), as of the Company Disclosure Schedule sets forth close of business on the conversion rate Capitalization Date, there are no issued, reserved for issuance, outstanding or authorized equity-based awards with respect to the Convertible Senior NotesCompany. (d) The Company has delivered or otherwise made available to Parent prior to the date of Except as set forth in this Agreement true and complete copies of all Company Equity Plans covering the Company Stock OptionsSection 3.3, Company Stock-Based Awards and ESPP Purchase Rights outstanding as of the date close of this Agreement, business on the Capitalization Date and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements except as may be issued pursuant to the extent Company Rights Plan, there are variations from the form of agreement). Each no: (i) Company Stock Optionoutstanding shares of capital stock of, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issuedor other equity interest in, any Acquired Corporation; (ii) Company Stock Option has an exercise price per Share equal outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) obligating any Acquired Corporation to issue any shares of capital stock, restricted stock units, stock-based performance units or greater than any other rights that are linked to, or the fair market value of a Share as determined pursuant to which is in any way based on or derived from the terms value of the applicable Company Equity Plan under which it was issued, as applicable, on the date any shares of such grant, and capital stock or other securities of any Acquired Corporation; (iii) Company Stock Option andoutstanding securities, if applicableinstruments, Company Stock-Based Award has a grant date identical to bonds, debentures, notes or obligations issued by any Acquiring Corporation that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Corporation; or (iv) stockholder rights plans (or followingsimilar plan commonly referred to as a “poison pill”) the date on or Contracts under which the Company Board or compensation committee actually awarded such any Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (other than the Company Stock Option orRights Plan). There are no voting trusts, if applicable Contracts or arrangements or understandings to which the Company Stock-Based Awardor any Acquired Corporation is a party with respect to the voting or registration of any securities of the Company. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% is owned by the Company Company, directly or one indirectly, beneficially and of its Subsidiariesrecord, free and clear of any Encumbrance (all Encumbrances and transfer restrictions, except for Permitted Encumbrances). None such Encumbrances and transfer restrictions of general applicability as may be provided under the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment Securities Act or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or applicable securities of any of the Acquired Corporations; (ii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitieslaws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares50,000,000 shares of Company Common Stock, $0.001 par value, of which 43,356,371 Shares were which, as of February 27, 1998, 20,601,838 shares have been issued and are outstanding as of the close of business on the day immediately preceding the date of this Agreement; and (ii) 25,000,000 2,500,000 shares of Company Preferred Stockpreferred stock, $0.01 par value per share, of which 2,500,000 no shares are designated outstanding as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No shares of Company Preferred Stock have been issued or are outstandingthe date of this Agreement. All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares . As of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, there are no shares of Company Common Stock held in treasury by the Company or by any of the other Acquired Corporations. Except as set forth in Part 2.3(a) of the Company Disclosure Schedule: (i) none of the outstanding Shares shares of Company Common Stock is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right maintenance or any similar right; (ii) none of the outstanding Shares shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Acquired Corporation Contract to which the Company or any of its Subsidiaries are is a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Sharesshares of Company Common Stock. Upon consummation of the Merger, (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Corporations Companies is under any obligation, or is bound by any Contract pursuant obligation to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securitiesshares of Company Common Stock. (cb) Other than those As of February 27, 1998: (i) 3,283,613 shares of Company Common Stock reserved for are subject to issuance under the pursuant to outstanding options to purchase Company Equity Plans Common Stock; and the Company 401(k(ii) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and 77,079 shares of Company Common Stock are reserved for future issuance upon conversion of under the Convertible Senior Notes, Company's Employee Stock Purchase Plan (the number of which is set forth on Part 3.3(c) of "PURCHASE PLAN"). (Stock options granted by the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock Company's stock option plans are referred to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights outstanding as of the date of this Agreement, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or securities of any of the Acquired Corporations; (ii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.as

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 500,000,000 Shares, of which 43,356,371 33,236,216 Shares were have been issued and or are outstanding as of the close of business on the day immediately preceding the date of this AgreementReference Date; and (ii) 25,000,000 20,000,000 shares of Company Preferred Stock, none of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No shares of Company Preferred Stock have been issued or are outstandingoutstanding as of the close of business on the Reference Date. All of the issued and outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none None of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right maintenance or any similar right; , (ii) none of the outstanding Shares is are subject to any right of first refusal in favor of the Company; , (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of the Acquired Corporations Company having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; vote and (iv) there is no Company Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any SharesShare. None of the Acquired Corporations The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securitiesShares. The Company Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) As of the Company Disclosure Schedule, and shares close of Company Common Stock reserved for business on the Reference Date: (i) 5,257,660 Shares are subject to issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued Options granted and outstanding under the Company Equity Plans Plans; (ii) 14,516 Shares are estimated to be subject to outstanding purchase rights under the ESPP (assuming that the closing price per share of Company Common Stock as reported on the purchase date for the current offering period was equal to the Offer Price and employee contributions continue until such purchase date at the levels in place as of the date of this Agreement, including the date of grant, number of Reference Date); and (iii) 81,966 Shares are subject to warrants to purchase shares of Company Common Stock to which such (“Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the CodeWarrants”), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete or Parent’s Representatives copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights Options outstanding as of the date of this Agreement, the forms of all stock option agreements evidencing such Company Options and the forms of all award agreements evidencing such governing the Company Stock OptionsWarrants (the “Warrant Agreements”). Other than as set forth in this Section 3.3(c), there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, restricted stock award, stock appreciation, phantom stock, profit participation, Company StockWarrant or similar rights or equity or equity-Based Awards and ESPP Purchase Rights (and any other stock award agreements based awards with respect to the extent there are variations from Company. (d) Each Company Option (A) was issued in accordance with the form terms of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right the plan under which it was granted in compliance in all material respects with and all applicable Legal Requirements and (B) is not subject to Section 409A of the Code. Each Company Option characterized by the Company as an “incentive stock option” within the meaning of Section 422 of the Code complies with all of the terms and conditions applicable requirements of Section 422 of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value Code. Table of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award.Contents (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in this Section 3.3(c)3.3, as of the close of business on the Reference Date, there is are no: (i) outstanding subscriptionshares of capital stock, option, call, warrant, agreement, arrangement, commitment or other right equity interest in the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unitunits, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right units or any other right rights that is are linked to, or the value of which is in any way based on or derived from, from the value of any shares of capital stock or other securities of any of the Acquired CorporationsCompany; (iiiii) outstanding securitysecurities, instrumentinstruments, bondbonds, debenturedebentures, note notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsCompany; or (iiiiv) stockholder rights plan plans (or similar plan commonly referred to as a “poison pill”) or Contract Contracts under which any of the Acquired Corporations Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: solely of (i) 100,000,000 Shares10,000,000 shares of Company Common Stock, 3,925,575 shares of which 43,356,371 Shares were are issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement; hereof, and (ii) 25,000,000 500,000 shares of Preferred Stock, $.01 par value, of which 15,000 have been designated shares of Company Preferred Stock, 7,637 shares of which 2,500,000 are designated issued and outstanding on the date hereof. All such outstanding shares of capital stock of the Company are owned of record as Series A Junior Participating Preferred of the date hereof by the stockholders set forth on Schedule 2.7, and are duly authorized, validly issued, fully paid, nonassessable and free and clear of any preemptive rights or Encumbrances. Immediately prior to the Effective Time, there will be no more than 5,166,775 shares of Company Common Stock outstanding and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No no shares of Company Preferred Stock have been issued or are outstanding. All As of the issued and date hereof, the Company has an aggregate of 477,500 outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable, and all options to purchase shares of Company Common Stock Stock, which may be issued as contemplated or permitted are owned by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as the optionholders set forth in this Section 3.3on Schedule 2.7. At the Effective Time, after payment of the Aggregate Option Consideration, the Company will have canceled all Company Options and there shall not be outstanding any option or other right to acquire Company Common Stock. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreementon Schedule 2.7, (i) none the Company does not have any shares of the outstanding Shares is entitled capital stock or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; voting securities reserved for issuance and (ii) none each of the Company and its Subsidiaries does not have and is not bound by any outstanding Shares is subject subscriptions, options, warrants, calls, commitments or agreements of any character calling for the Company or its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold any right shares of first refusal in favor Company Stock or any other ownership interest of the Company; (iii) Company or its Subsidiaries or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any shares of Company Stock or any other than ownership interest of the Convertible Senior NotesCompany or its Subsidiaries or obligating the Company or its Subsidiaries to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments or agreements. Except as set forth on Schedule 2.7, as of the date hereof there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders contractual obligations of the Company have a right to vote; and (iv) there is no Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights outstanding as of the date of this Agreement, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (fc) The determination and distribution to the Company Stockholders of the Aggregate Merger Consideration pursuant to the Exchange and Paying Agent Agreement complies with the provisions of the Company's certificate of incorporation and by-laws. (d) Except as set forth in Section 3.3(c)reasonable detail on Schedule 2.7, there is no: (i) outstanding subscriptionincluding name, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived fromdate and repurchase price, the value of Company has not redeemed or repurchased any shares of capital stock or securities of any of the Acquired Corporations; (ii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesequity or ownership interests in the last five (5) years.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares, of which 43,356,371 19,287,144 Shares were issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement; and (ii) 25,000,000 20,000,000 shares of Company Preferred Stock, of which 2,500,000 are designated no shares were issued and outstanding as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No shares of Company Preferred Stock have been issued or are outstandingthe close of business on the day immediately preceding the date of this Agreement. All of the issued and outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will shall be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, : (i) none of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding Shares is subject to any right of first refusal in favor of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations Companies having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract to which the Company or any of its Subsidiaries are other Acquired Company is a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Restricted Stock Unit Award, Other Company Stock-Based Award or other equity award of any kind to a Company Associate Associate, in each case other than pursuant to the Company Equity PlansPlan. There are no Other Company Stock-Based Awards, or other equity awards of any kind, outstanding and held by a Company Associate as of the date of this Agreement, other than Company Stock Options and Company Restricted Stock Unit Awards. Part 3.3(c) of the Company Disclosure Schedule contains a true and complete and accurate list of all Company Stock Options, Options and Company Stock-Based Restricted Stock Unit Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans Plan as of the date of this Agreement, including including, for each such Company Stock Option and Company Restricted Stock Unit Award, the name of the individual holder, the mailing address of the individual holder’s primary residence, the date of grant, the expiration date, the number of shares of Company Common Stock to which such Company Stock Option, Option or Company Stock-Based Restricted Stock Unit Award or ESPP Purchase Right is subject and, where applicable, the exercise price and vesting schedule and per share of Company Common Stock, whether any such Company Stock Option is intended to qualify as an Incentive Stock Option incentive stock option (within the meaning of the Code), in each case indicating and the Company Equity Plan under which vesting schedule for such Company Stock OptionOption or Company Restricted Stock Unit Award, including the extent vested, each future vesting date, the number of shares of Company Stock-Based Common Stock that is scheduled to vest on each future vesting date, and whether the vesting of such Company Stock Option or Company Restricted Stock Unit Award and ESPP Purchase Right was granted. Part 3.3(c) is subject to acceleration as a result of the transactions contemplated by this Agreement or any other events (including a complete description of any such acceleration provisions). The Company Disclosure Schedule sets forth will no later than three (3) Business Days prior to the conversion rate for anticipated Effective Time provide an updated list to Parent to reflect any changes thereto, which list shall be correct and complete as of five (5) Business Days prior to the Convertible Senior Notesanticipated Effective Time. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all the Company Equity Plans Plan covering the Company Stock Options, Options and Company Stock-Based Restricted Stock Unit Awards and ESPP Purchase Rights outstanding as of the date of this Agreement, and the forms of all award notices and agreements evidencing such Company Stock Options, Options and Company Stock-Based Restricted Stock Unit Awards and ESPP Purchase Rights (and any other stock award notices or agreements to the extent there are variations with terms that vary in any material respect from the form of agreementsuch forms). Each (i) Company Stock Option, Option and Company Stock-Based Restricted Stock Unit Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based AwardPlan. (e) Part 3.1(b) of the Company Disclosure Schedule sets forth for each Subsidiary of the Company the number of authorized shares of capital stock, voting securities or other ownership interests in such Subsidiary, and the number of issued and outstanding shares of capital stock, voting securities or other ownership interests. All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and one hundred percent (100% %) owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None Except for the capital stock of, or other equity or voting interests in, its Subsidiaries and equity securities held in the ordinary course of business for cash management purposes, the Acquired Corporations Company does not own any equity, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for, any interest in any Person except for the voting interests in the Subsidiaries of the CompanyEntity. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or securities of any of the Acquired CorporationsCompanies; (ii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsCompanies; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or other Contract under pursuant to which any of the Acquired Corporations Companies is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 450,000,000 Shares, of which 43,356,371 Shares were 39,454,547 shares have been issued and or are outstanding as of the close of business on the day immediately preceding the date of this Agreement; Reference Date, and (ii) 25,000,000 50,000,000 shares of Company Preferred Stock, none of which 2,500,000 are designated issued or outstanding as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stockof the close of business on the Reference Date. As of the close of business on the Reference Date, there were no Shares held in the treasury of the Company. No shares Subsidiary of the Company Preferred Stock have been issued or are outstandingowns any Shares. All of the issued and outstanding Shares have been duly authorized and validly issued, issued and are fully paid and nonassessablenonassessable and were issued in accordance with applicable Legal Requirements and the organizational documents of the Company and were not issued in violation of any preemptive rights, and all shares rights of Company Common Stock which may be issued as contemplated first refusal or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive similar rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none None of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right maintenance or any similar right; , (ii) none of the outstanding Shares is subject to any right of first refusal in favor of the Company; , (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of the any Acquired Corporations Company having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders Company Stockholders or equityholders of the any Acquired Company have a right to vote; , and (iv) there is no Company Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any SharesShares or other equity interests in any Acquired Company. None of the Acquired Corporations is Companies are under any obligation, or nor is any Acquired Company bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securitiesequity interests in any Acquired Company, or grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any capital stock of, or other equity or voting interest (including any voting debt), in any Acquired Company. The Company Common Stock constitutes the only outstanding class of securities of the Acquired Companies registered under the Securities Act or the Exchange Act. There are no voting trusts, voting proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or registration of Shares or any other equity interest in the Company or any of its Subsidiaries. The Company has no accrued and unpaid dividends with respect to any outstanding Shares or Company Equity Awards. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) As of the Company Disclosure Schedule, and shares close of Company Common Stock reserved for business on the Reference Date: (i) 754,079 Shares are subject to issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued Options granted and outstanding under the Company Equity Plans; (ii) 943,234 Shares are subject to or otherwise deliverable in connection with outstanding RSUs under the Company Equity Plans; (iii) 724,319 Shares are subject to or otherwise deliverable in connection with outstanding PSUs under the Company Equity Plans (assuming any applicable performance-based vesting conditions have been satisfied); (iv) 2,330,313 Shares are subject to or otherwise deliverable, at the Company’s discretion, in connection with outstanding PhSUs; (v) 592,616 Shares are subject to or otherwise deliverable, at the Company’s discretion, in connection with outstanding PPhSUs; and (vi) RSUs with a grant date fair value of $393,900 are reserved for issuance in March 2025 subject to the grantees’ achievement of applicable performance goals under the Stock Bonus Plans pursuant to the terms of the Stock Bonus Plans and applicable grant agreements, in each case as in effect as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was grantedhereof. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete or Parent’s Representatives copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards RSUs, PSUs, PhSUs and ESPP Purchase Rights PPhSUs outstanding as of the date of this Agreement, the forms of all stock option agreements evidencing such Company Options, the forms of stock unit agreements evidencing such RSUs, the forms of stock unit agreements evidencing such PSUs, the forms of phantom unit agreements evidencing such PhSUs, and the forms of all award phantom unit agreements evidencing such Company Stock OptionsPPhSUs and, Company Stock-Based Awards and ESPP Purchase Rights (and in each case, any other stock individual award agreements to the extent there are variations that materially deviate from the form of agreement)such forms. Each (iSection 2.3(c) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions Company Disclosure Letter also sets forth the following information with respect to each Company Equity Award outstanding as of the close of business on the Reference Date: (A) the Company Equity Plan pursuant to which it such Company Equity Award was issuedgranted; (B) the name of the holder; (C) the type of, and number of Shares subject to, such Company Equity Award (iiwith respect to each PSU and PPhSU, including both (x) the number of Shares subject thereto assuming no performance-based vesting conditions have been satisfied and (y) the number of Shares issuable with respect thereto assuming all performance-based vesting conditions have been satisfied); (D) the date of grant; (E) the vesting schedule (with respect to each PSU and PPhSU, including the performance-based vesting condition applicable to each tranche thereof); (F) the number of RSUs or PhSUs accrued as dividend equivalent rights with respect to each Company Stock Option has an Equity Award (if any); and (G) with respect to each Company Option, the exercise price per Share equal Share, and the expiration date. Since the Reference Date through the date of this Agreement, the Company has not granted or authorized, or committed to grant or greater authorize, any Company Equity Awards or any stock bonuses (whether under the Stock Bonus Plans or otherwise) or Other Equity Based-Incentive Awards or established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any Shares, other than, in each case, pursuant to the exercise or settlement of Company Equity Awards in the ordinary course of the Company Equity Awards outstanding as of the Reference Date and set forth on Section 2.3(c) of the Company Disclosure Letter, in accordance with their terms as in effect on the date hereof. Other than as set forth in this Section 2.3(c) or Section 2.3(a) of the fair market Company Disclosure Letter, as of the close of business on the Reference Date, there is no issued, reserved for issuance, outstanding, authorized or promised stock option, restricted stock award, restricted stock unit award, performance-based restricted stock unit award, stock appreciation, phantom stock, stock bonuses (whether under the Stock Bonus Plans or otherwise) or stock bonuses or incentive payments (x) in the form of equity or equity-based awards in lieu of cash in the Company’s discretion or (y) that track the value of a Share as determined pursuant (such incentive payments, collectively, “Other Equity-Based Incentive Awards”), profit participation or similar rights, dividend equivalent rights or other equity-based awards with respect to the terms Company. (d) Except as otherwise set forth in this Section 2.3, as of the applicable Company Equity Plan under which it was issued, as applicable, close of business on the date Reference Date, there are no: (i) outstanding shares of such grantcapital stock of, and or other equity interest in or voting securities of, the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or obligation of any Acquired Company to issue, any shares of capital stock, restricted stock awards, restricted stock units, stock-based performance units, contingent value rights, “phantom” stock or any other rights or securities that are linked to, or the value of which is in any way based on or derived from the value of, or which are or may become convertible into or exchangeable for, any shares of capital stock or other securities of any Acquired Company; (iii) Company Stock Option andoutstanding securities, if applicableinstruments, Company Stock-Based Award has a grant date identical to bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Company; or (iv) stockholder rights plans (or followingsimilar plan commonly referred to as a “poison pill”) or Contracts under which any Acquired Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. All of the date on which outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company Board is owned by the Company, directly or compensation committee actually awarded indirectly, beneficially and of record, free and clear of all Encumbrances and transfer restrictions, except for such Company Stock Option or, if Encumbrances and transfer restrictions of general applicability as may be provided under the Securities Act or other applicable Company Stock-Based Awardsecurities laws. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are has been duly authorized, validly issued, is fully paid and nonassessable nonassessable, was issued in accordance with applicable Legal Requirements, is not subject to and 100% owned by the Company or one of its Subsidiaries, free and clear was not issued in violation of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation preemptive right, profit participation right of repurchase or forfeiture, right of participation, right of maintenance, right of first refusal or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or securities of any of the Acquired Corporations; (ii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesright.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares200,000,000 shares of Company Common Stock, of which 43,356,371 Shares were 18,002,484 shares have been issued and are outstanding as of the close of business on the day immediately preceding the date of this Agreement; and (ii) 25,000,000 10,000,000 shares of Company the Company’s Preferred Stock, par value of $0.001, of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No no shares of Company Preferred Stock have been issued or are outstanding. All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none of the outstanding Shares is shares of Company Common Stock are entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right maintenance or any similar right; (ii) none of the outstanding Shares is shares of Company Common Stock are subject to any right of first refusal in favor of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations Company having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Company Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Sharesshares of Company Common Stock. None of the Acquired Corporations The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares shares of Company Common Stock or other securities. The Company Common Stock constitutes the only outstanding class of securities of the Company or its Subsidiaries registered under the Securities Act. (c) Other than those As of the close of business on the day immediately preceding the date of this Agreement: (i) 1,137,834 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the 2011 Plan; (ii) 1,080,143 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the 2013 Plan; (iii) 10,383 shares of Company Common Stock are estimated to be subject to outstanding purchase rights under the ESPP (assuming that the closing price per share of Company Common Stock as reported on the purchase date for the current offering period was equal to the Offer Price); (iv) 598,824 shares of Company Common Stock are subject to or otherwise deliverable in connection with outstanding RSUs under Company Equity Plans; (v) 1,569,022 shares of Company Common Stock are subject to issuance pursuant to the Company Warrants; (vi) 722,685 shares of Company Common Stock are reserved for future issuance under Company Equity Plans, excluding annual automatic increases to the shares available for issuance under the 2013 Plan scheduled to occur following the date of this Agreement under the terms of the 2013 Plan; and (vii) 249,937 shares of Company Common Stock are reserved for future issuance under the ESPP including shares subject to outstanding purchase rights and excluding annual automatic increases to the shares available for issuance under the ESPP scheduled to occur following the date of this Agreement under the terms of the ESPP. As of September 26, 2014, the weighted average exercise price of the Company Options outstanding as of that date was $8.9596. All outstanding Company Options, RSUs and other Company Equity Awards have been granted under the Company Equity Plans and or the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuanceESPP. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete or Parent’s Representatives copies of all the ESPP and the Company Equity Plans covering the Company Stock OptionsPlans, Company Stock-Based Awards and ESPP Purchase Rights outstanding as of the date of this Agreement, and together with the forms of all award agreements evidencing such Company Stock OptionsOptions and the Company’s RSUs and the applicable material offering documents. Other than as set forth in this Section 3.3(c), Company Stockthere is no issued, reserved for issuance, outstanding or authorized stock award, stock option, stock appreciation right, phantom stock, profit participation or similar rights or equity-Based Awards and ESPP Purchase Rights (and any other stock award agreements based awards with respect to the extent there are variations from the form Company or any of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Awardits Subsidiaries. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (fd) Except as set forth in this Section 3.3(c)3.3, there is are no: (i) outstanding shares of capital stock, or other equity interest in, the Company or any Subsidiary; (ii) outstanding subscription, option, call, warrant, agreement, arrangement, commitment warrant or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right unit or any other right that is linked to, or the value of which is in any way based on or derived from, from the value of any shares of capital stock or other securities of the Company or any of the Acquired CorporationsSubsidiary; (iiiii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or any of the Acquired CorporationsSubsidiary; or (iiiiv) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of the Acquired Corporations Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company is owned by the Company, directly or indirectly, beneficially and of record, by the Company free and clear of all Encumbrances and transfer restrictions, except for such Encumbrances and transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 144,000,000 Shares, of which 43,356,371 88,836,561 Shares were issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement; (ii) 1,000 shares of Company Convertible Common Stock, of which no shares were issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement; and (iiiii) 25,000,000 5,000 shares of Company Preferred Stock, of which 2,500,000 are designated no shares were issued and outstanding as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No shares of Company Preferred Stock have been issued or are outstandingthe close of business on the day immediately preceding the date of this Agreement. All of the issued and outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporationCompany Charter, as amended prior to the date of this Agreement, : (i) none of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding Shares is subject to any right of first refusal in favor of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations Companies having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract to which the Company or any of its Subsidiaries are other Acquired Company is a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) PlanPlans, the number respective numbers of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is are set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate Associate, in each case other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under pursuant to which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights outstanding as of the date of this Agreement, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under pursuant to which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and one hundred percent (100% %) owned by the Company or one (1) of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own Companies owns any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or securities of any of the Acquired CorporationsCompanies; (ii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsCompanies; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or other Contract under pursuant to which any of the Acquired Corporations Companies is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of: (i) 100,000,000 Shares10,000,000 shares of Company Common Stock, of which 43,356,371 Shares were 4,058,395 shares are issued and outstanding as of the close of business on the day immediately preceding the date of this Agreementoutstanding; and (ii) 25,000,000 1,541,665 shares of Series Seed Preferred Stock, all of which are issued and outstanding. The rights, preferences, privileges and restrictions of the Company Capital Stock are as stated in the Company’s certificate of incorporation. As of the date hereof, the holders of record of the Company Capital Stock is as set forth in Part 2.3(a) of the Disclosure Schedule, which further sets forth, for each such Person, the number of shares held by such Person. (b) 750,000 shares of Company Common Stock are reserved for issuance under the Company Equity Plan, of which 261,656 shares are subject to outstanding Company Options. Part 2.3(b) of the Disclosure Schedule sets forth, as of the date hereof, for each outstanding Company Option, the name of the holder of such Company Option, whether such Company Option is an incentive stock option or a nonqualified stock option, the type and number of shares of Company Common Stock issuable upon the exercise of such Company Option, the vesting schedule of such Company Option, and the exercise price of such Company Option. The exercise price of each Company Option is equal to or greater than the grant date fair market value of each share of Company Common Stock issuable upon exercise of such Company Option. (c) Except for (x) the Company Options and as set forth in Part 2.3(c) of the Disclosure Schedule, (y) the conversion privileges of the Company Preferred Stock, and (z) those rights set forth in Part 2.3(c) of the Disclosure Schedule, (i) there are no other existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) or agreements to which 2,500,000 the Company, or to the Company’s Knowledge, any Company Stockholder or holder of Company Options, is a party requiring, and there are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No no securities of the Company outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of Company Preferred Capital Stock have been issued or other equity securities of the Company; (ii) there are outstandingno obligations, contingent or otherwise, of the Company to (A) repurchase, redeem or otherwise acquire any shares of Company Capital Stock or (B) to make any material investment in (in the form of a loan, capital contribution or otherwise), or to provide any guarantee (excluding indemnification obligations) with respect to the obligations of, any Person and (iii) there are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. (d) Except for those rights set forth in Part 2.3(d) of the Disclosure Schedule, there are no bonds, debentures, notes or other Indebtedness of the Company having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which the Company Stockholders may vote. There are no voting trusts, irrevocable proxies or other contracts or understandings to which the Company, or, to the Company’s Knowledge, any Company Stockholder or any holder of Company Options is a party or is bound with respect to the voting or consent of any shares of Company Capital Stock. (e) All of the issued and outstanding Shares shares of Company Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable, nonassessable and all shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding Shares is subject to any right of first refusal in favor of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights been issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights outstanding as of the date of this Agreement, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects in compliance with all applicable Legal Requirements and all securities Laws. Each share of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Preferred Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or securities of any of the Acquired Corporations; (ii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares one share of the capital stock or other securities of any of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesCompany Common Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 1,000,000,000 Shares, of which 43,356,371 43,764,323 Shares were have been issued and or are outstanding as of the close of business on the day immediately preceding the date of this AgreementReference Date; and (ii) 25,000,000 10,000,000 shares of Company Preferred Stock, none of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No shares of Company Preferred Stock have been issued or are outstandingoutstanding as of the close of business on the Reference Date. All of the issued and outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares . All of Company Common Stock which the Shares that may be issued as contemplated or permitted by this Agreement prior to the Effective Time pursuant to Company Stock Awards and Company Warrants will be, when issued, be duly authorized and validly issued, fully paid and non-assessable nonassessable when issued. All outstanding Shares and not subject to any pre-emptive rightsCompany Warrants have been issued in compliance in all material respects with applicable Legal Requirements. The No Shares were held by the Company has no shares in its treasury as of capital stock reserved for issuance, other than those as set forth in this Section 3.3the close of business on the Reference Date. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none None of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right maintenance or any similar right; , (ii) none of the outstanding Shares is are subject to any right of first refusal in favor of the Company; , (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of the Acquired Corporations Company having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; vote and (iv) there is no Company Contract to which the Company or any of its Subsidiaries are party relating to the voting voting, disposition or registration of, granting any Person the right to elect, or to designate or nominate for election, a director of any of the Acquired Companies, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares. The Shares or other securitiesconstitute the only outstanding class of securities of the Acquired Companies registered under the Securities Act. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) As of the Company Disclosure Schedule, and shares close of Company Common Stock reserved for business on the Reference Date: (i) 2,853,383 Shares are subject to issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued Options granted and outstanding under the Company Equity Plans as of the date of this AgreementPlans; (ii) 55,585 Shares are subject to or otherwise deliverable in connection with outstanding RSUs under Company Equity Plans; (iii) 19,607 Restricted Shares are outstanding, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating iv) 6,064,748 Shares are reserved for future issuance under the Company Equity Plan Plans; and (v) 710,000 Shares are reserved for future issuance under which such the Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was grantedESPP. Part 3.3(c) of the Company Disclosure Schedule sets forth a true and complete list as of the conversion rate for Reference Date of each holder of Company Options, RSUs and Restricted Shares, including (A) the Convertible Senior Notes. number of the Shares subject thereto, (dB) the exercise price or purchase price (if applicable), (C) the grant date, (D) the expiration date (if applicable), (E) the vesting schedule (including any acceleration provisions), (F) whether a Company Option is intended to qualify as an “incentive stock option” under Section 422 of the Code, and (G) the Company Equity Plan under which the award is granted. The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete Parent’s Representatives copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards RSUs and ESPP Purchase Rights Restricted Shares outstanding as of the date of this Agreement, the forms of all stock option agreements evidencing such Company Options, the forms of restricted stock unit agreements evidencing such RSUs, and the forms of all award agreements evidencing restricted stock agreements, and no stock option agreement, restricted stock unit agreement or restricted stock agreement materially deviates from such forms. The Company Stock Options, has made available to Parent and Parent’s Representatives a copy of the Company Stock-Based Awards and ESPP Purchase Rights ESPP. No Offering (and any other stock award agreements to as defined in the extent there are variations from ESPP) has ever commenced under the form of agreement)Company ESPP. Each (i) Company Stock Option, Company Stock-Based Equity Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the applicable Company Equity Plan pursuant to which it was issued, (ii) Plan. Each Company Stock Option has an exercise price per Share equal to or greater that is no less than the fair market value of a Share the underlying Shares on the date of grant, as determined pursuant in accordance with Section 409A of the Code, and is otherwise exempt from Section 409A of the Code. Each holder of Restricted Shares has timely filed a valid election under Section 83(b) of the Code with respect to such holder’s Restricted Shares. The Company Options, RSUs and Restricted Shares were granted in compliance with the terms of the applicable Company Equity Plan under Plans pursuant to which it was they were issued, as applicableand do not trigger any liability for the holder thereof under Section 409A of the Code. The treatment of the Company Options, on RSUs, and Restricted Shares under this Agreement, including any covenant not to issue Company Options, RSUs or Restricted Shares after the date of this Agreement, does not violate the terms of the Company Equity Plans, any Company Contract governing the terms of such grantawards or any other Employee Plan. Other than as set forth in this Section 3.3(c), as of the date of this Agreement, there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Company and since the Reference Date through the date of this Agreement, the Company has not issued any shares of its capital stock or any securities convertible into or exchangeable for such shares other than upon exercise or conversion of, or in settlement of, Company Stock Awards or Company Warrants outstanding as of the Reference Date and as disclosed in Part 3.3(c) and Part 3.3(d) of the Company Disclosure Schedule. (d) Except for the Company Warrants set forth on Part 3.3(d) of the Company Disclosure Schedule and as otherwise set forth in this Section 3.3, as of the close of business on the Reference Date, there are no: (i) outstanding shares of capital stock, or other equity interest in, the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of capital stock, restricted stock units, stock-based performance units or any other rights that are linked to, or the value of which is in any way based on or derived from the value of, any shares of capital stock or other securities of any Acquired Company; (iii) Company Stock Option andoutstanding securities, if applicableinstruments, Company Stock-Based Award has a grant date identical to bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Company; or (iv) stockholder rights plans (or followingsimilar plan commonly referred to as a “poison pill”) the date on or Contracts under which any Acquired Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. The Company has made available to Parent and Parent’s Representatives a copy of the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based AwardWarrants. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are have been duly authorized, authorized and validly issued, are fully paid and nonassessable nonassessable, have been issued in compliance in all material respects with applicable Legal Requirements. and 100% are owned by the Company Company, directly or one indirectly, beneficially and of its Subsidiariesrecord, free and clear of any Encumbrance (all Encumbrances and transfer restrictions, except for Permitted Encumbrances). None such Encumbrances and transfer restrictions of general applicability as may be provided under the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment Securities Act or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or applicable securities of any of the Acquired Corporations; (ii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitieslaws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 340,000,000 Shares, of which 43,356,371 223,095,419 Shares were had been issued and were outstanding as of the close of business on June 13, 2019 (the day immediately preceding the date of this Agreement“Capitalization Date”); and (ii) 25,000,000 10,000,000 shares of Company Preferred Stock, of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No no shares of Company Preferred Stock have been issued or are outstanding. All of the issued and outstanding Shares and the outstanding shares of capital stock or ordinary shares of the other Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. From the Capitalization Date to the execution of this Agreement, and all shares the Company has not issued any Shares except pursuant to the exercise of the purchase rights under the Company ESPP, the exercise of Company Common Stock which may be issued Options or the settlement of Company RSUs outstanding as contemplated or of the Capitalization Date in accordance with their terms and, since the Capitalization Date, except as permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to period following the date of this Agreement, the Company has not issued any Company Options or Company RSUs. (i) none None of the outstanding Shares is shares of capital stock of the Acquired Corporations are entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right maintenance or any similar right; (ii) none of the outstanding Shares is shares of capital stock of the Acquired Corporations are subject to any right of first refusal in favor of the Companyany Acquired Corporation; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the any Acquired Corporations Corporation having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company Acquired Corporations have a right to vote; and (iv) there is no Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None shares of capital stock of the Acquired Corporations Corporations. No Acquired Corporation is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares or other securitiesconstitute the only outstanding class of securities of the Company registered under the Securities Act. (c) Other than those shares As of the close of business on the Capitalization Date: (i) 16,008,904 Shares were subject to issuance pursuant to Company Common Stock Options granted and outstanding under the Company Equity Plan, (ii) 1,125,625 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plan, (iii) 37,894,794 Shares were reserved for future issuance under Company Equity Plan, (iv) 745,032 Shares were reserved for future issuance under the Company Equity Plans ESPP and the Company 401(k(v) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock 8,155,918 Shares were reserved for future issuance upon conversion of the Convertible Senior Notes. As of the close of business on the Capitalization Date, the number of which is set forth on Part 3.3(c) weighted average exercise price of the Company Disclosure ScheduleOptions outstanding as of that date was $10.66. Other than as set forth in this Section 3.3(c), the Company has there is no shares of capital stock issued, reserved for issuance. The Company has not granted , outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(cAcquired Corporation. (d) of the Company Disclosure Schedule contains a complete Except as set forth in this Section 3.3 and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate except for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards Options and ESPP Purchase Rights Company RSUs outstanding as of the date of this Agreement, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights Agreement (and any other stock award agreements to Shares issuable upon the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an conversion or exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issuedthereof, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is are no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment shares of capital stock of or other right securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right unit or any other right that is linked to, or the value of which is in any way based on or derived from, from the value of any shares of capital stock or other securities of any of the Acquired CorporationsCorporation, in each case other than derivative securities not issued by an Acquired Corporation; (iiiii) outstanding securitysecurities, instrumentinstruments, bondbonds, debenturedebentures, note notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsCorporation; or (iiiiv) stockholder rights plan plans (or similar plan plans commonly referred to as a “poison pill”) or Contract Contracts under which any of the Acquired Corporations Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) As of the date of this Agreement, the aggregate outstanding principal amount of the Convertible Senior Notes is $126,060,000. The “Conversion Rate” (as defined in the Convertible Senior Notes Indenture) equals 64.6987 shares of “Common Stock” (as defined in the Convertible Senior Notes Indenture) per $1,000 principal amount of Convertible Senior Notes. (f) Section 3.3(f) of the Company Disclosure Schedule sets forth a listing of all Persons who hold outstanding Company Options or Company RSUs as of the close of business on June 13, 2019, indicating, with respect to each Company Option or Company RSU, the number of Shares subject thereto, the date of grant or issuance, the vesting schedule and, with respect to Company Options, the exercise price, expiration date and whether such Company Option is an incentive stock option (within the meaning of Section 422 of the Code).

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares190,000,000 shares of the Company Common Stock, of which 43,356,371 Shares were issued and 23,140,283 shares are outstanding as of the close of business on the day immediately preceding the date of this Agreement; and (ii) 25,000,000 100,000,000 shares of Company Preferred Stock, of which 2,500,000 are 100,000,000 shares have been designated as Series A Junior Participating Alpha Preferred Stock and 3,500,000 of which 56,760,766 shares are designated as Series B Junior Participating Preferred Stock. No shares of Company Preferred Stock have been issued or are and outstanding. All of the issued and outstanding Shares shares of capital stock the Company have been duly authorized and validly issued, issued and are fully paid and nonassessable, and all shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rightsassessable. The Company has no All of the outstanding shares of capital stock reserved for issuanceof the Company and all of the outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable), in each case, granted or issued by the Company, to acquire any shares of capital stock or other than those as set forth securities of the Company have been issued in this Section 3.3. (b) Except as compliance with all applicable Federal and state securities laws and other applicable Legal Requirements and all requirements set forth in the Company’s certificate Company Documents and Material the Company Contracts. No shares of incorporation, as amended prior to the date of this Agreement, (i) none capital stock of the outstanding Shares is entitled or Company are subject to any preemptive right, antidilutive right, right of a repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding Shares is subject to any right of first refusal option in favor of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is Except as set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(cSchedule 3.21(a) of the Company Disclosure Schedule, the Company has no never repurchased, redeemed or otherwise reacquired any shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights outstanding as of the date of this Agreement, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (fb) Except as set forth in Section 3.3(c)on Schedule 3.21(b) of the Company Disclosure Schedule, there is are no: (i) outstanding subscriptionsubscriptions, optionoptions, callcalls, warrantwarrants or rights, agreementin each case, arrangementgranted or issued by the Company, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock of the Company or other securities of any of the Acquired CorporationsCompany; (ii) outstanding securitysecurities, instrumentnotes, bond, debenture, note instruments or obligation obligations that is are or may become convertible into or exchangeable for any shares of capital stock of the Company or other securities of the Company; (iii) outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company; (iv) the Company Contracts (other than this Agreement) under which the Company is or may become obligated to sell, transfer, exchange or issue any shares of capital stock of the Company or any other securities of the Company; (v) agreements, voting trusts, proxies or understandings, in each case, except as contemplated hereby and to which the Company is a party, with respect to the voting, or registration under the Securities Act, or any shares of capital stock of the Company; or (vi) to the Knowledge of the Company, conditions or circumstances that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of the Company Common Stock or any shares of the capital stock or other securities of any the Company. (c) Schedule 3.21(c) of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as Company Disclosure Schedule sets forth a “poison pill”) or Contract under which any complete and accurate list of all of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock option plans and other stock or any other securitiesequity-related plans of the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 80,000,000 Shares, of which 43,356,371 Shares were 29,828,204 shares have been issued and are outstanding as of the close of business on the day immediately preceding the date of this AgreementSeptember 19, 2013; and (ii) 25,000,000 20,000,000 shares of Company Preferred Stock, of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No no shares of Company Preferred Stock have been issued or are outstanding. All of the issued and outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in Part 3.3(b) of the Company’s certificate of incorporation, as amended prior to the date of this Agreement, Company Disclosure Schedule: (i) none of the outstanding Shares is are entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right maintenance or any similar right; (ii) none of the outstanding Shares is are subject to any right of first refusal in favor of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Company Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. The Company Common Stock constitutes the only outstanding class of securities of the Company or its Subsidiaries registered under the Securities Act. (c) Other than those shares As of the close of business on the business day immediately preceding this Agreement: (i) 1,419,025 Shares are subject to issuance pursuant to Company Common Stock Options granted and outstanding under the 2011 Plan; (ii) 2,270,174 Shares are subject to issuance pursuant to Company Options granted and outstanding under the 2004 Plan; (iii) 40,689 Shares are subject to issuance pursuant to Company Options granted and outstanding under the 1999 Plan; and (iv) 1,641,554 Shares are reserved for future issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) As of the close of business on the business day immediately preceding this Agreement, the weighted average exercise price of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and Options outstanding under the Company Equity Plans as of the that date of this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted$10.53. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete or Parent’s Representatives copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights Options outstanding as of the date of this Agreement, Agreement and the forms of all award stock option agreements evidencing such Company Stock Options. Other than as set forth in this Section 3.3(c), Company Stockthere is no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar rights or equity-Based Awards and ESPP Purchase Rights (and based awards with respect to any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based AwardAcquired Corporations. (ed) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% is owned by the Company, directly or indirectly, beneficially and of record, by the Company or one of its Subsidiaries, free and clear of any Encumbrance (all Encumbrances and transfer restrictions, except for Permitted Encumbrances)such Encumbrances and transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities laws. None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in this Section 3.3(c)3.3 or in Part 3.3(d) of the Company Disclosure Schedule, there is no: (i) outstanding shares of capital stock, or other equity interest in, the Company; (ii) outstanding subscription, option, call, warrant, agreement, arrangement, commitment warrant or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right unit or any other right that is linked to, or the value of which is in any way based on or derived from, from the value of any shares of capital stock or other securities of any of the Acquired Corporations; (iiiii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; or (iiiiv) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) Part 3.3(e) of the Company Disclosure Schedule sets forth, as of the close of business on September 19, 2013, a list of each Company Option and in the case of a Company Option unexercised as of such date, which list specifies (i) the name of the holder, (ii) the number of Shares subject to such Company Option and (iii) the exercise price of any such Company Option. (f) Each outstanding share of capital stock of each Subsidiary of the Company is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, and there are no subscriptions, options, warrants, rights, calls, contracts or other commitments, understandings, restrictions or arrangements relating to the issuance, acquisition, redemption, repurchase or sale of any shares of capital stock or other equity or voting interests of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding security, instrument or agreement, any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any securities of any Subsidiary. None of the Acquired Corporations has any outstanding equity compensation plans or policies relating to the capital stock of, or other equity or voting interests in, any Subsidiary of the Company.

Capitalization, Etc. (a) The Company’s authorized share capital consists solely of NT$800,000,000, divided into 80,000,000 shares of Company Common Stock; and its paid-in share capital is NT$196,330,240, divided into 19,633,024 shares of Company Common Stock. No other class of capital stock or other ownership interests of the Company consists of: (i) 100,000,000 Shares, of which 43,356,371 Shares were issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement; and (ii) 25,000,000 shares of Company Preferred Stock, of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No shares of Company Preferred Stock have been issued is authorized or are outstanding. All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable, non-assessable and all such shares of Company Common Stock which may be constitute all of the issued as contemplated or permitted and outstanding shares of the Company. Each issuance of securities by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The the Company has no shares of capital stock reserved for issuance, been made in compliance with (i) all applicable securities laws and other than those as set forth in this Section 3.3. applicable Legal Requirements and (bii) Except as all requirements set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding Shares is subject to any right of first refusal in favor of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity PlansConstituent Documents. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c2.3(a) of the Company Disclosure Schedule sets forth the conversion rate for true and complete capitalization of the Convertible Senior NotesCompany, including the number of shares of Company Common Stock held by each stockholder of the Company. Schedule I attached hereto sets forth the total number of shares of Company Common Stock issued to each Selling Stockholders. (db) The Company has delivered not authorized or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights outstanding as of the date of this Agreement, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is noissued any: (iA) outstanding subscription, option, call, warrant, agreement, arrangement, commitment warrant or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or other securities of any of the Acquired CorporationsCompany; (iiB) outstanding security, instrument, bond, debenture, note instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsCompany; or (iiiC) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiessecurities of the Company; or (D) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company, except as required under Article 267 of the Company Law of the Republic of China (clauses (A) through (D) above, collectively “Company Rights”). The Company has not issued any debt securities which grant the holder thereof any right to vote on, or veto, any actions by the Company. (c) All of the outstanding shares of capital stock of the Subsidiaries of the Company are owned by the Company, free and clear of any Encumbrances. (d) The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. The Company has not authorized or issued any shares of Company Common Stock that constitute restricted stock or that are otherwise subject to a repurchase or redemption right or right of first refusal in favor of the Company. (e) The Company is not a party to or is bound by any, and to the Knowledge of the EYON Stockholders, there are no, agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company, except as set forth on Part 2.3(e) of the Company Disclosure Schedule.

Capitalization, Etc. (a) The Part 2.3(a) of the Company Disclosure Schedule sets forth the authorized capital stock of the Company. (b) Part 2.3(b) of the Company consists of: (i) 100,000,000 SharesDisclosure Schedule sets forth, of which 43,356,371 Shares were issued and outstanding as of the close of business on the day immediately preceding Execution Date: (i) the date shares of this AgreementCompany Common Stock issued and outstanding, all of which were validly issued, fully paid and nonassessable, together with a true, correct and complete list of the holders thereof identifying the number of shares of Company Common Stock held by each stockholder; and (ii) 25,000,000 shares of Company Preferred Stock, of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No the shares of Company Preferred Stock have been issued and outstanding, all of which were validly issued, fully paid and nonassessable, together with a true, correct and complete list of the holders thereof identifying the number of shares of Company Preferred Stock held by each stockholder; (iii) the shares of Company Common Stock reserved for issuance pursuant to outstanding Company Options granted under the Option Plan, together with a true, correct and complete list of the holders thereof identifying the total number of shares of Company Common Stock that are subject to each Company Option held thereby and, with respect to each such Company Option, the exercise price, date of grant and vesting schedule (including any acceleration provisions with respect thereto); (iv) the shares of Company Common Stock or Company Preferred Stock held in the treasury of the Company; and (v) any other outstanding equity interests in the Company. The Company has made available to Parent or its counsel a true, correct and complete copy of the Option Plan and forms of all grant of Company Options. (c) Except as set forth in Part 2.3(b) or Part 2.3(c) of the Company Disclosure Schedule, there are no: (i) shares of capital stock or any other equity interest of any class of the Company, or any security exchangeable into or exercisable for any shares of capital stock or any other equity interest, whether issued, reserved for issuance or outstanding; (ii) existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of first refusal or other similar rights) issued or granted by the Company or Contracts to which the Company or any holder of Company Securities is a party requiring, and there are outstandingno securities of the Company outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of Company Capital Stock or other equity securities of the Company; (iii) obligations, contingent or otherwise, of the Company to (A) repurchase, redeem or otherwise acquire any shares of Company Capital Stock or (B) to make any material investment in (in the form of a loan, capital contribution or otherwise), or to provide any guarantee (excluding indemnification obligations) with respect to the obligations of, any Person; and (iv) outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. (d) With respect to each Company Option (whether outstanding or previously exercised), (i) each such Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted and authorized committee thereof), or a duly authorized delegate thereof, and any required stockholder approval by the necessary number of votes or written consents, and the grant or award agreement governing such grant (if any) was duly executed and delivered by each party thereto, and (iii) each such grant was made in accordance with the terms of the Option Plan and all applicable Laws in all material respects . (e) There are no bonds, debentures, notes or other Debt of the Company having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which the Company Stockholders may vote. Except as set forth in Part 2.3(e) of the Company Disclosure Schedule, there are no voting trusts, irrevocable proxies or other Contracts or understandings to which the Company or any holder of Company Securities is a party or is bound with respect to the voting or consent of any shares of Company Capital Stock. (f) All of the issued outstanding shares of Company Capital Stock are and outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable, are not subject to any preemptive rights, purchase options, call options, rights of first refusal or similar rights or any other Liens and have been issued and granted in all material respects in compliance with all applicable securities Laws. All of the shares of Company Common Capital Stock which may be issued as contemplated or permitted by this Agreement subject to Company Options will be, when issuedupon issuance pursuant to the conversion, exercise and/or vesting of such instruments, as applicable, duly authorized and validly issued, fully paid and non-assessable nonassessable, and not subject to any pre-emptive preemptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporationpurchase options, as amended prior to the date of this Agreementcall options, (i) none of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding Shares is subject to any right rights of first refusal in favor or similar rights or any other Liens. Each share of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or Company Preferred Stock is convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) Other than those shares one share of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights outstanding as of the date of this Agreement, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or securities of any of the Acquired Corporations; (ii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 125,000,000 Shares, of which 43,356,371 Shares were 29,654,234 shares have been issued and or are outstanding as of the close of business on the day immediately preceding Reference Date; (ii) 8,401,521 shares of Class B Common Stock, of which 231,540 shares have been issued or are outstanding as of the date close of this Agreementbusiness on the Reference Date; and (iiiii) 25,000,000 12,500,000 shares of Company Preferred Stock, none of which 2,500,000 are designated issued or outstanding as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stockof the close of business on the Reference Date. No As of the close of business on the Reference Date, there were no shares of Company Preferred Common Stock have been issued or are outstandingheld in the treasury of the Company. No Subsidiary of the Company owns any shares of Company Common Stock. All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenonassessable and were issued in accordance with applicable Legal Requirements of the DGCL and the organizational documents of the Company and were not issued in violation of any preemptive rights, and all rights of first refusal or similar rights. (b) (i) None of the outstanding shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right maintenance or any similar right; , (ii) none of the outstanding Shares shares of Company Common Stock is subject to any right of first refusal in favor of the Company; , (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of the Acquired Corporations Company having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company Stockholders have a right to vote; vote (other than, upon conversion, the Company Convertible Notes) and (iv) there is no Company Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Sharesshares of Company Common Stock. None of the Acquired Corporations The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares shares of Company Common Stock or grant, extend or enter into any subscription, warrant, convertible or exchangeable security or other securitiessimilar agreement or commitment (whether payable in equity, cash or otherwise) relating to any capital stock of, or other equity or voting interest (including any voting debt), in any Acquired Company, other than pursuant to the Capped Call Confirmations and the HoldCo LLC Agreement. The Class A Common Stock constitutes the only outstanding class of securities of the Acquired Companies registered under the Securities Act or the Exchange Act. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) As of the Company Disclosure Schedule, and shares close of Company Common Stock reserved for business on the Reference Date: (i) 968,720 Shares are subject to issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued Options granted and outstanding under the Company Equity Plans as of the date of this AgreementIncentive Plan; (ii) 1,807,061 Shares are subject to or otherwise deliverable in connection with outstanding RSUs under Company Incentive Plan, including the date of grant, assuming a maximum number of shares of to be issued under such RSUs; (iii) 27,150 Shares are subject to issuance pursuant to Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price Options granted and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating outstanding under the Company Equity Plan Inducement Plan; (iv) 4,848,228 Shares are issuable under which such Company Stock Option, Company Stock-Based Award the Indenture at the Conversion Rate (as defined in the Indenture); and ESPP Purchase Right was granted(v) 231,540 Shares are reserved for issuance upon any HoldCo Unit Exchange. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete or Parent’s Representatives copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards Options and ESPP Purchase Rights RSUs outstanding as of the date of this Agreement, the forms of all stock option agreements evidencing such Company Options and the forms of all award stock unit agreements evidencing such RSUs. Other than as set forth in this Section 2.3(c) and Section 2.3(d), as of the close of business on the Reference Date, there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, performance-based restricted stock unit award, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Company. (d) Section ‎2.3(d) of the Company Disclosure Letter sets forth a complete and accurate list as of the Reference Date of all outstanding Company Stock OptionsAwards granted under any Company Equity Plans or otherwise, indicating, with respect to each Company Stock-Based Awards Stock Award then outstanding, the type of awards granted, the holder (identified with his or her employee number), the maximum number of shares of Company Class A Common Stock subject to such Company Stock Award, the plan under which such Company Stock Award was granted and ESPP Purchase Rights the exercise or purchase price (if any), date of grant, vesting schedule (including, whether the Company Stock Award immediately vests upon a change in control (or term of similar meaning) and any other stock award agreements to the extent there are variations from the form of agreementexpiration date (if any). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right Option was granted in compliance in all material respects accordance with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has with an exercise price per Share share that is equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, underlying shares on the date of such grant, grant and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or its compensation committee actually awarded the Company Option. Each Company Option qualifies for the tax and accounting treatment afforded to such Company Stock Option orin Company’s financial statements, if applicable and does not trigger any liability for the Company Stock-Based AwardOption holder under Section 409A of the Code. (e) Except the Company Convertible Notes, as required pursuant to any Holdco Unit Exchange or as otherwise set forth in this Section 2.3, as of the close of business on the Reference Date, there are no: (i) outstanding shares of capital stock of, or other equity interest in, the Company; (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of capital stock, restricted stock units, stock-based performance units or any other rights that are linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Acquired Company; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Company; or (iv) stockholder rights plans (or similar plan commonly referred to as a “poison pill”) or Contracts under which any Acquired Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (f) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are has been duly authorized, validly issued, is fully paid and nonassessable nonassessable, was issued in accordance with applicable Legal Requirements, is not subject to or issued in violation of any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance, right of first refusal or any similar right, and 100% is owned by the Company Company, directly or one indirectly, beneficially and of its Subsidiariesrecord, free and clear of all Encumbrances, transfer restrictions and any Encumbrance (other limitations or restrictions, except for Permitted Encumbrances). None such Encumbrances and transfer restrictions of general applicability as may be provided under the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment Securities Act or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or applicable securities of any of the Acquired Corporations; (ii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitieslaws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares75,000,000 shares of common stock, par value US$0.001 per share of which 43,356,371 Shares were 6,750,000 shares have been issued and outstanding as of the close of business on the day immediately preceding the date of this Agreementare outstanding; and (ii) 25,000,000 no shares of Company Preferred Stock, of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No shares of Company Preferred Stock have been issued or are outstandingpreferred stock. All of the issued and outstanding Shares shares of the Company’s capital stock have been duly authorized and validly issued, issued and are fully paid and nonassessable, and all . All of the outstanding shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding Shares is subject to any right of first refusal in favor of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights outstanding as of the date of this Agreement, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issuedoutstanding subscriptions, (ii) Company Stock Option has an exercise price per Share equal to options, calls, warrants or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right rights (whether or not currently exercisable) to acquire any shares of the Company’s capital stockstock or other securities of the Company have been issued in compliance with all applicable federal and state securities laws and other applicable Legal Requirements and all requirements set forth in the Company Corporate Documents and Company Contracts. Except with respect to the proposed Repurchase, restricted stock unit, stock-based performance unit, no shares of phantom stockthe Company capital stock are subject to a repurchase option in favor of the Company. (b) There are no: (i) outstanding subscriptions, stock appreciation rightoptions, profit participation right calls, warrants or any other right that is linked to, rights (whether or the value of which is in any way based on or derived from, the value of not currently exercisable) to acquire any shares of the Company’s capital stock or other securities of any of the Acquired CorporationsCompany; (ii) outstanding securitysecurities, instrumentnotes, bond, debenture, note instruments or obligation obligations that is are or may become convertible into or exchangeable for any shares of the Company’s capital stock or other securities of any of the Acquired CorporationsCompany; or (iii) stockholder rights plan (outstanding or authorized stock appreciation, phantom stock or similar plan commonly referred rights with respect to as a “poison pill”the capital stock of the Company; (iv) or Contract Contracts (other than the Transaction Documents and documents relating to the Private Placement) under which any of the Acquired Corporations Company is or may become obligated to sell sell, transfer, exchange or otherwise issue any shares of its the Company’s capital stock or any other securitiessecurities of the Company; (v) agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act, of any shares of the Company; or (vi) conditions or circumstances that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of the Company’s capital stock or other securities of the Company. (c) The Company does not have any stock option plans or other stock or equity related plans.

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of: is $50,000, consisting of (i) 100,000,000 4,000,000 Company Ordinary Shares, par value $0.01 per share, of which 43,356,371 Shares were 89,199 shares are issued and outstanding as of the close date of business on the day immediately preceding this Agreement and (ii) 1,000,000 Company Preferred Shares, par value $0.01 per share, of which 255,647 have been issued and are outstanding as of the date of this Agreement. Part 2.3(a) of the Company Disclosure Schedule sets forth the capitalization of the Company as of the date of this Agreement, including the number of shares of the following: (i) issued and outstanding Company Ordinary Shares; and (ii) 25,000,000 shares unvested Company Ordinary Shares and (iii) each series of Company Preferred Stock, of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred StockShares. No The Company does not hold any shares of Company Preferred Stock have been issued or are outstandingits share capital as treasury shares. All of the issued outstanding Company Ordinary Shares and outstanding Company Preferred Shares have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rightsassessable. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none None of the outstanding Company Ordinary Shares or Company Preferred Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right maintenance or any similar right; (iiright that has not been waived by the relevant shareholder(s) thereof and none of the outstanding Company Ordinary Shares or Company Preferred Shares is subject to any right of first refusal in favor of the Company; (iii) other than the Convertible Senior Notes. Except as contemplated herein, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Company Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Company Ordinary Shares or Company Preferred Shares. None of the Acquired Corporations The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Company Ordinary Shares or other securities. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c2.3(a) of the Company Disclosure Schedule contains a complete accurately and accurate list of completely describes all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under repurchase rights held by the Company Equity Plans as with respect to Company Ordinary Shares (including shares issued pursuant to the exercise of share options) and Company Preferred Shares, and specifies, with respect to such repurchase rights, each holder of Company Ordinary Shares or Company Preferred Shares, the date of this Agreementpurchase of such Company Ordinary Shares or Company Preferred Shares, including the date of grant, number of Company Ordinary Shares or Company Preferred Shares subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse, and whether the holder of such Company Ordinary Shares or Company Preferred Shares filed an election under Section 83(b) of the Code with respect to such Company Ordinary Shares or Company Preferred Shares within 30 days of purchase. Each share of Company Preferred Shares is convertible into one share of Company Ordinary Shares (and shall be so converted prior to the Effective Time). The Company has never issued certificates representing any shares of Company Common Stock to which such Ordinary Shares or Company Stock Option, Preferred Shares and all shares of Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Share Capital are uncertificated. (b) Except for the Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning share option plans identified in Part 2.3(b) of the CodeCompany Disclosure Schedule (the “Company Share Option Plans”), in each case indicating the Company Equity Plan under which such Company Stock Optiondoes not have any share option plan or any other plan, Company Stockprogram, agreement or arrangement providing for any equity or equity-Based Award and ESPP Purchase Right was grantedbased compensation for any Person. Part 3.3(c2.3(b) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The following information with respect to each Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights Option outstanding as of the date of this Agreement: (i) the name of the option holder; (ii) the number Company Ordinary Shares subject to such Company Option; (iii) the exercise price of such Company Option; (iv) the date on which such Company Option was granted; (v) the applicable vesting schedule, including the number of vested and unvested shares; (vi) the date on which such Company Option expires; and (vii) whether such Company Option is an “incentive share option” (as defined in the Code) or a non-qualified share option. The Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which the Company has ever granted share options, and the forms of all award share option agreements evidencing such options. (c) Except for the outstanding Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (iOptions or as set forth on Part 2.3(d) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c)Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment warrant or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or share capital or other securities of any of the Acquired CorporationsCompany; (ii) outstanding security, instrument, bond, debenture, note instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or share capital or other securities of any of the Acquired CorporationsCompany; or (iii) stockholder shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations Company is or may become obligated to sell or otherwise issue any shares of its share capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of share capital or other securities of the Company. There are no outstanding or authorized share appreciation, phantom share, profit participation or other similar rights with respect to the Company. (d) All outstanding Company Ordinary Shares, Company Preferred Shares, options, warrants and other securities of the Company have been issued and granted in material compliance with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of: (i) 100,000,000 Sharesshares of Company Common Stock, of which 43,356,371 Shares were 13,720,746 shares have been issued and outstanding as of the close of business on the day immediately preceding the date of this Agreementare outstanding; and (ii) 25,000,000 31,177,994 shares of Company Preferred Stock, of which 2,500,000 are (A) 10,039,783 have been designated as Series A Junior Participating Preferred Stock, 9,838,290 of which are outstanding and (B) 21,138,211 have been designated Series B Preferred Stock, all of which are outstanding. Each share of Series A Preferred Stock is convertible into 1.279479 shares of Company Common Stock. Each share of Series B Preferred Stock is convertible into one share of Company Common Stock. The Company holds no treasury shares. There are no other issued and outstanding shares of capital stock or other securities of the Company and no outstanding commitments or Contracts to issue any shares of capital stock or other securities of the Company other than pursuant to the exercise of outstanding Company Options under the Company Stock Option Plans. Part 2.4(a) of the Company Disclosure Schedule accurately sets forth, as of the date hereof, the name of each Person that is the registered owner of any shares of Company Common Stock or Company Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No the number of such shares so owned by such Person, and the number of shares of Company Common Stock that would be owned by such Person assuming conversion of all shares of Company Preferred Stock have been issued or are outstandingso owned by such Person giving effect to all anti-dilution and similar adjustments. All The number of such shares set forth as being so owned by such Person constitutes the entire interest of such Person in the issued and outstanding Shares have been duly authorized capital stock or voting securities of the Company as of the date hereof. All issued and validly issued, and are fully paid and nonassessable, and all outstanding shares of Company Common Capital Stock which may be issued as contemplated or permitted by this Agreement will beare duly authorized, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject are free of any Encumbrances, preemptive rights, rights of first refusal or “put” or “call” rights created by statute, the Company’s Articles of Incorporation or Bylaws, or any Contract to any pre-emptive rightswhich the Company is a party or by which the Company is bound. All issued and outstanding shares of Company Capital Stock were issued in compliance with all applicable Legal Requirements and all requirements set forth in applicable Contracts. There is no Liability for dividends declared or accrued and unpaid by Company. The Company has no is not under any obligation to register under the Securities Act any shares of capital stock reserved for issuanceCompany Capital Stock or any other securities of the Company, other than those as set forth in this Section 3.3whether currently outstanding or that may subsequently be issued. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding Shares is subject to any right of first refusal in favor of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the The Company have a right to vote; and (iv) there is no Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) Other than those has authorized 16,302,643 shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) PlanStock Option Plans, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and options to purchase 12,803,268 shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any are outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement. Part 2.4(b)(i) of the Company Disclosure Schedule accurately sets forth, including with respect to each Company Option outstanding as of the date hereof (whether vested or unvested): (i) the name of grant, the holder of such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares of Company Common Stock with respect to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right Option is subject and, where applicable, immediately exercisable; (iii) the exercise price and vesting schedule and whether any per share of Company Common Stock purchasable under such Company Stock Option is intended to qualify as an Incentive Stock Option Option; (within iv) the meaning of the Code), in each case indicating the Company Equity Plan under date on which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right Option was granted; (v) the date on which such Company Option expires; (vi) the vesting schedule of each such Company Option; and (vii) whether the exercisability of such Company Option will be accelerated in any way by the transactions contemplated by this Agreement and the extent of any such acceleration. Part 3.3(c2.4(b)(ii) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true a true, correct and complete copies of all Company Equity Plans covering the Company Stock Optionslist, Company Stock-Based Awards and ESPP Purchase Rights outstanding as of the date hereof, of this Agreementall holders of outstanding Company Options that are held by Persons that are not Employees (including non-employee directors, consultants, advisory board members, vendors, service providers or other similar Persons), including a description of the relationship between each such Person and the forms of all award agreements evidencing such Company. All issued and outstanding Company Stock OptionsOptions were issued in compliance, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects respects, with all applicable Legal Requirements and all of requirements set forth in applicable Contracts. All unvested Company Options to be converted, replaced, substituted or assumed by Parent pursuant to Section 1.6(b) were granted under, and in compliance with, Rule 701 promulgated under the terms Securities Act and conditions any applicable guidance issued thereunder. (c) No bonds, debentures, notes or other Indebtedness of the Company Equity Plan pursuant (i) having the right to vote on any matters on which it was issuedCompany Shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on upon or derived fromfrom capital or voting securities of the Company, is issued or outstanding as of the value date hereof (collectively, “Company Voting Debt”). (d) Except for the Company Options described in Part 2.4(b)(i) of the Company Disclosure Schedule, there are no options, warrants, calls, rights or Contracts of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Capital Stock, options, warrants or other rights to purchase shares of Company Capital Stock or other securities of the Company, or any Company Voting Debt, or obligating the Company to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right or Contract. There are no Contracts relating to voting, purchase or sale of any shares of capital stock Company Capital Stock (i) between or securities among the Company and any Company Securityholders, other than written contracts granting the Company the right to purchase unvested shares upon termination of employment or service and (ii) to the Company’s Knowledge, between or among any of the Acquired Corporations; Company Securityholders. Neither the Company Stock Option Plans nor any Contract of any character to which the Company is a party to or by which the Company is bound relating to any Company Options require or otherwise provide for any accelerated vesting of any Company Options in connection with the Merger or any other transaction contemplated by this Agreement or upon termination of employment or service with the Company, Parent, or any of their respective Subsidiaries, or any other event, before, upon or following the Merger or otherwise. (iie) outstanding securityThe Merger Consideration Allocation Schedule will accurately set forth, instrumentas of the Closing, bond, debenture, note or obligation the name of each Person that is or may become convertible into or exchangeable for the registered owner of any shares of Company Capital Stock and/or Company Options and the number and class of such shares of Company Capital Stock so owned, or subject to Company Options so held, by such Person. The number of such shares set forth as being so owned, or subject to Company Options so owned, by such Person will constitute the entire interest of such Person in the issued and outstanding capital stock stock, voting securities or other securities of any Company. As of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred Closing, no other Person not disclosed in the Merger Consideration Allocation Schedule will have a right to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue acquire any shares of its capital stock Company Capital Stock and/or Company Options from the Company. In addition, the shares of Company Capital Stock and/or Company Options disclosed in the Merger Consideration Allocation Schedule will be, as of the Closing, free and clear of any Encumbrances created by the Company’s Articles of Incorporation or Bylaws or any other securitiesContract to which the Company is a party or by which it is bound. (f) The Company Stock Option Plans, and any material amendments thereto, have been approved by holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the time such Company Stock Option Plans or material amendments thereto, as applicable, were approved by the Company Shareholders. Neither of the Company Stock Option Plans includes any “reload” or “evergreen” provision allowing for automatic replenishment of the shares available for issuance thereunder. Except as provided in Section 5.5, no amendment to the Company Stock Option Plans has been made in contemplation of the Merger.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares19,000,000 shares of Company Common Stock, of which 43,356,371 Shares were 9,993,120 shares of Company Common Stock had been issued and were outstanding as of the close of business on date hereof (the day immediately preceding the date of this Agreement; “Capitalization Date”) and (ii) 25,000,000 1,000,000 shares of Company Preferred Stock, of which 2,500,000 no shares are designated issued or outstanding as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No of the Capitalization Date. (b) As of the Capitalization Date 1,704,000 shares of Company Preferred Common Stock have been issued or are outstandingsubject to issuance pursuant to outstanding Company Warrants. The exercise price of each outstanding Company Warrant is greater than the Per Share Amount. (c) All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and validly issued, issued and are fully paid and nonassessable, nonassessable and all shares free of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive preemptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding Shares is subject to any right of first refusal in favor of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) of Section 2.3(c)of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights outstanding as of the date of this Agreement, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment warrant or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right the Company or any other right that is linked to, Subsidiary thereof or the value of which is in any way based on or derived from, the value of any shares of capital stock or securities of any of the Acquired Corporations; (ii) outstanding security, instrument, bond, debenture, note instrument or obligation of the Company or any Subsidiary thereof that is or may become convertible into or exchangeable for any shares of the capital stock of the Company or any Subsidiary thereof. (d) Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other securities obligations, the holders of which have the right to vote with the stockholders of the Company or the stockholders or other equity holders of any such Subsidiary on any matter as a result of holding any such instrument. Other than the Stockholders’ Agreement, dated as of November 13, 2012, among the Company and the Persons identified as “Holders” therein (the “Company Stockholders’ Agreement”) there are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or other Equity Interests of the Company or any other securitiesof its Subsidiaries. (e) Section 2.3(e) of the Company Disclosure Schedule sets forth the outstanding principal amount of all indebtedness for borrowed money of the Company and its Subsidiaries as of the date of this Agreement. (f) Section 2.3(f) of the Company Disclosure Schedule sets forth the amount of cash payable under the Management Incentive Plan.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of 100,000,000 shares of Company Common Stock and 25,000,000 shares of preferred stock, par value $0.01 per share (ithe “Company Preferred Stock”) 100,000,000 Shares, of which 43,356,371 Shares 21,809,395 shares of Company Common Stock and no shares of Company Preferred Stock were issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement; and (ii) 25,000,000 shares of Company Preferred Stock, of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No shares of Company Preferred Stock have been issued or are outstanding. All of the issued and outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be(i) are duly authorized, when issued, duly authorized and validly issued, fully paid and non-assessable assessable, (ii) are free of any Liens and not subject to any pre-emptive or similar rights. The Company has no shares , and (iii) were not issued in material violation of capital stock reserved for issuanceany preemptive rights or rights of first refusal created by statute, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound. As of the date of this Agreement, there were (i) none 1,068,325 shares of Company Common Stock reserved for issuance under the outstanding Shares is entitled or 2005 Plan, of which 545,250 shares of Company Common Stock were subject to any preemptive right, antidilutive right, right outstanding Company RSUs and 523,075 shares of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; Company Common Stock were reserved for future Company RSU grants and (ii) 57,883 shares of Company Common Stock reserved for issuance under the 2003 Plan, none of the outstanding Shares is which were subject to outstanding options. The Company has delivered to the Parents or their Representatives (or made available in a data room) true and complete copies of the 2005 Plan and each form of agreement evidencing each award thereunder. Except for the rights created pursuant to this Agreement and the Company RSUs, there are no options, warrants, calls, rights, commitments or agreements that are outstanding to which the Company is a party or by which it is bound, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any right shares of first refusal Company Common Stock or other capital stock of or equity interests in favor the Company or the Company Subsidiaries or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any option, warrant, call, right, commitment or agreement regarding shares of Company Common Stock or other capital stock of or equity interests in the Company or the Company Subsidiaries. All shares of Company Common Stock issuable upon exercise of the restricted share units described in this Section 2.3 will be, when issued pursuant to the terms of such restricted share units, duly authorized, validly issued, fully paid and nonassessable. There are no other contracts, commitments or agreements relating to the voting, purchase or sale of Company Common Stock between or among the Company and any of its stockholders. To the Company’s knowledge, there are no voting trusts, proxies, shareholder rights plans or other arrangements relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock of the Company; (iii) other than the Convertible Senior Notes, there . There are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations Company having a the right to vote (or convertible into into, or exercisable for such exchangeable for, securities having the right to vote) on any matters matter on which the stockholders of the Company have a right to Company’s shareholders may vote; and (iv) there is no Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) Plan, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights outstanding as of the date of this Agreement, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by the Company or one of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or securities of any of the Acquired Corporations; (ii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 200,000,000 Shares, of which 43,356,371 21,584,723 Shares were have been issued or are outstanding as of the close of business on the Reference Date and (ii) 10,000,000 shares of Company Preferred Stock, none of which are issued or outstanding as of the close of business on the day immediately preceding the date of this Agreement; and (ii) 25,000,000 shares of Company Preferred Stock, of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No shares of Company Preferred Stock have been issued or are outstanding. All of the outstanding Shares and the issued and outstanding Shares shares of capital stock of the Company Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. From the Reference Date to the execution of this Agreement, and all shares the Company has not issued any Shares except pursuant to the exercise of Company Common Stock which may be issued Options or settlement of vested RSUs per their existing vesting schedules that are outstanding as contemplated or permitted by this Agreement will be, when issued, duly authorized of the Reference Date in accordance with their terms (except that the vesting of the EMI Options has been accelerated in accordance with Section 2.8(a)) and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The the Company has no shares of capital stock reserved for issuance, not issued any Company Options or other than those as set forth in this Section 3.3equity-based awards. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none None of the outstanding Shares is shares of capital stock of the Acquired Corporations are entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right maintenance or any similar right; , (ii) none of the outstanding Shares is shares of capital stock of the Acquired Corporations are subject to any right of first refusal in favor of the Company; any Acquired Corporation, (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of the any Acquired Corporations Corporation having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company Acquired Corporations have a right to vote; vote and (iv) except as set forth in Part 3.3(b) of the Company Disclosure Schedule, there is no Company Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None shares of capital stock of the Acquired Corporations Corporations. No Acquired Corporation is under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securitiesshares of capital stock of the Acquired Corporations. The Company Common Stock constitutes the only outstanding class of securities of the Acquired Corporations registered under the Securities Act. (c) Other than those shares As of the close of business on the Reference Date: (i) 2,082,593 Shares are subject to issuance pursuant to Company Common Stock reserved for issuance Options granted and outstanding, whether under the Company Equity Plans and or otherwise; (ii) 385,624 Shares are subject to issuance pursuant to Company Options that are treated as “enterprise management incentive options” under applicable Tax Legal Requirements in the United Kingdom; (iii) 207,328 Shares are subject to or otherwise deliverable in connection with outstanding RSUs under the Company 401(kEquity Plan; (iv) Plan, the number 104,736 Shares are subject to issuance pursuant to Company Warrants (assuming no net exercise of which is set forth on Part 3.3(cany Company Warrants); and (v) of the Company Disclosure Schedule, and shares of Company Common Stock 106,385 Shares were reserved for future issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the under Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete or Parent’s Representatives copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards Options and ESPP Purchase Rights RSUs outstanding as of the date of this Agreement, Agreement and the forms of all award stock option agreements evidencing such Company Stock Options, the forms of all stock unit agreements evidencing such RSUs and the forms of all warrants evidencing the Company Stock-Based Awards Warrants (the “Warrant Agreements”). As of the close of business on the Reference Date, the weighted average exercise price of the Company Options outstanding as of that date was $4.70. (d) Part 3.3(d) of the Company Disclosure Schedule sets forth a true, correct and ESPP Purchase Rights complete list of all Company Warrant holders, including the number of Shares and type of stock subject to each Company Warrant, the date of grant, the exercise or vesting schedule (and the terms of any other stock award agreements acceleration thereof), the exercise price per Share and the term of each Company Warrant. The Company Warrants have not been amended or supplemented since being provided to the extent Parent or Parent’s Representatives, and there are variations from no Contracts providing for the form amendment or supplement of agreement)such Company Warrants. Each (i) All Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted Warrants were issued in compliance in all material respects with all applicable Legal Requirements and all requirements set forth in the Certificate of Incorporation, the terms bylaws and conditions any applicable Contracts to which the Company is a party or by which the Company’s assets are bound. Except as set forth on Part 3.3(d) of the Company Equity Plan pursuant Disclosure Schedule, no notice to, or consent or approval of, the Company Warrant holders is necessary to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than permit the fair market value of a Share as determined pursuant to the terms treatment of the applicable Company Equity Plan under which it was issued, Warrants as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Awardprovided herein. (e) All of the outstanding capital stock or other voting securities ofOther than as set forth in this Section 3.3(e) and Section 3.3(b), or ownership interests in, each Subsidiary of the Company are duly authorized, validly there is no issued, fully paid and nonassessable and 100% owned by the Company reserved for issuance, outstanding or one of its Subsidiariesauthorized stock option, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of restricted stock unit award, restricted stock, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Company. (f) Except as set forth in this Section 3.3(c)3.3, there is are no: (i) outstanding subscriptionshares of capital stock, option, call, warrant, agreement, arrangement, commitment or other right equity interest in any Acquired Corporation (except for such outstanding shares of capital stock or other equity interests that become outstanding pursuant to the exercise of Company Options between the Reference Date and the date hereof); (ii) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unitunits, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right units or any other right rights that is are linked to, or the value of which is in any way based on or derived from, from the value of any shares of capital stock or other securities of any of the Acquired CorporationsCorporation; (iiiii) outstanding securitysecurities, instrumentinstruments, bondbonds, debenturedebentures, note notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsCorporation; or (iiiiv) stockholder rights plan plans (or similar plan commonly referred to as a “poison pill”) or Contract Contracts under which any of the Acquired Corporations Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (g) All Company Options, RSUs and Company Equity Awards are evidenced by award agreements in the forms that have been provided to Parent. Part 3.3(g) of the Company Disclosure Schedule sets forth a listing of all Persons who hold outstanding Company Options, RSUs and any other Company Equity Awards as of the close of business on the Reference Date, (i) indicating, with respect to each Company Option, the number of Shares subject thereto, the date of grant or issuance, the Company Equity Plan (and, where applicable, the relevant sub-plan under the relevant Company Equity Plan) under which the Company Option was granted (or an indication that the Company Option was not granted pursuant under a Company Equity Plan), the vesting schedule, the exercise price, expiration date and whether such Company Option is intended to be an incentive stock option (within the meaning of Section 422 of the Code), and (ii) indicating, with respect to each other Company Equity Award, the date of grant or issuance, the Company Equity Plan under which the Company Equity Award was granted, the vesting schedule, and the expiration date. All Company Options that were not granted pursuant to a Company Equity Plan were granted in all material respects in accordance with applicable federal, state and local Legal Requirements, including securities law requirements.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Sharesof 40,000,000 shares of Company Common Stock, of which 43,356,371 Shares 8,598,043 shares were issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement; and (ii) 25,000,000 shares of Company Preferred StockFebruary 23, of which 2,500,000 are designated as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No shares of Company Preferred Stock have been issued or are outstanding2007. All of the issued and outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be(i) are duly authorized, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to assessable, (ii) are free of any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in Liens created by the Company’s , and (iii) were not issued in violation of any preemptive rights or rights of first refusal created by statute, the certificate of incorporation, as amended prior incorporation or bylaws of the Company or any agreement to which the Company is a party or by which it is bound. As of the date of this Agreement, (i) none of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding Shares is subject to any right of first refusal in favor of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract to which the Company or any of its Subsidiaries are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) Other than those were 808,895 shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) PlanOption Plans, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and 618,183 shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any were subject to outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete options and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of 190,712 shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was grantedwere reserved for future option grants. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered to Parent or otherwise its Representatives (or made available to Parent prior to the date of this Agreement in a data room) true and complete copies of all Company Equity the Option Plans covering and each form of agreement evidencing each award thereunder (and each such agreement accurately reflects the actual date of grant of such award determined in accordance with GAAP). Except for the rights created pursuant to this Agreement and the options and other rights disclosed in the preceding sentences, there are no options, warrants, calls, rights, commitments or agreements that are outstanding to which the Company is a party or by which it is bound, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Common Stock Optionsor other capital stock of or equity interests in the Company or the Company Subsidiaries or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any option, warrant, call, right, commitment or agreement regarding shares of Company Stock-Based Awards and ESPP Purchase Rights outstanding as Common Stock or other capital stock of or equity interests in the Company or the Company Subsidiaries. All shares of Company Common Stock issuable upon exercise of the date of options described in this AgreementSection 2.3 will be, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined when issued pursuant to the terms of the applicable Company Equity Plan under which it was issuedsuch options, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and 100% owned by nonassessable. There are no other contracts, commitments or agreements relating to the voting, purchase or sale of Company Common Stock between or among the Company or one and any of its Subsidiaries, free stockholders; and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or securities of any of the Acquired Corporations; (ii) outstanding securityto the Company’s Knowledge, instrument, bond, debenture, note between or obligation that is or may become convertible into or exchangeable for among any shares of the capital stock or other securities of any of the Acquired Corporations; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securitiesCompany Common Stockholders.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 144,000,000 Shares, of which 43,356,371 88,836,561 Shares were issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement; (ii) 1,000 shares of Company Convertible Common Stock, of which no shares were issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement; and (iiiii) 25,000,000 5,000 shares of Company Preferred Stock, of which 2,500,000 are designated no shares were issued and outstanding as Series A Junior Participating Preferred Stock and 3,500,000 are designated as Series B Junior Participating Preferred Stock. No shares of Company Preferred Stock have been issued or are outstandingthe close of business on the day immediately preceding the date of this Agreement. All of the issued and outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable, and all shares of Company Common Stock which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. The Company has no shares of capital stock reserved for issuance, other than those as set forth in this Section 3.3. (b) Except as set forth in the Company’s certificate of incorporation, as amended prior to the date of this Agreement, : (i) none of the outstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding Shares is subject to any right of first refusal in favor of the Company; (iii) other than the Convertible Senior Notes, there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations Companies having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Contract to which the Company or any of its Subsidiaries other Acquired Company are party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to purchase, repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) Other than those shares of Company Common Stock reserved for issuance under the Company Equity Plans and the Company 401(k) PlanPlans, the number respective numbers of which is set forth on Part 3.3(c) of the Company Disclosure Schedule, and shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes, the number of which is are set forth on Part 3.3(c) of the Company Disclosure Schedule, the Company has no shares of capital stock reserved for issuance. The Company has not granted any outstanding Company Stock Option, Company Stock-Based Award or other equity award of any kind to a Company Associate Associate, in each case other than pursuant to the Company Equity Plans. Part 3.3(c) of the Company Disclosure Schedule contains a complete and accurate list of all Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights issued and outstanding under the Company Equity Plans as of the date of this Agreement, including the date of grant, number of shares of Company Common Stock to which such Company Stock Option, Company Stock-Based Award or ESPP Purchase Right is subject and, where applicable, exercise price and vesting schedule and whether any such Company Stock Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), in each case indicating the Company Equity Plan under pursuant to which such Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) The Company has delivered or otherwise made available to Parent prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights outstanding as of the date of this Agreement, and the forms of all award agreements evidencing such Company Stock Options, Company Stock-Based Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (i) Company Stock Option, Company Stock-Based Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (ii) Company Stock Option has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the applicable Company Equity Plan under pursuant to which it was issued, as applicable, on the date of such grant, and (iii) Company Stock Option and, if applicable, Company Stock-Based Award has a grant date identical to (or following) the date on which the Company Board or compensation committee actually awarded such Company Stock Option or, if applicable Company Stock-Based Award. (e) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and one hundred percent (100% %) owned by the Company or one (1) of its Subsidiaries, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own Companies owns any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (f) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or securities of any of the Acquired CorporationsCompanies; (ii) outstanding security, instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationsCompanies; or (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or other Contract under pursuant to which any of the Acquired Corporations Companies is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities.