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 70,136,696 Shares had been issued and were outstanding as of the close of business on October 6, 2023 (the “Reference Date”); and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares are outstanding as of the close of business on the Reference Date. All of the outstanding shares of the capital stock of the Company have been duly authorized and validly issued, and are fully paid and nonassessable. Since the Reference Date through the date of this Agreement, the Company has not issued any new Shares or other Company Securities except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. (b) All of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract 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 of capital stock of the Acquired Corporations. No Acquired Corporation is under any obligation, or bound by any Contract pursuant to which it may become obligated, to 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 Contracts with respect to the voting of any Shares. (d) As of the close of business on the Reference Date: (i) 6,124,337 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Date, (ii) 2,941,121 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), (iii) 3,040,147 Shares were reserved for future issuance under Company Equity Plans, (iv) 692,680 Shares were reserved for future issuance under the Company ESPP, (v) 110,000 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is assumed for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) and (vi) 8,727,547 Shares were subject to issuance upon exercise of the Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than as set forth in Section 2.3(d) of the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. (e) The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options and Company RSUs outstanding as of the date of this Agreement and the forms of all stock option agreements evidencing such Company Options and forms of stock unit agreements evidencing such Company RSUs. There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (h) Except (y) as set forth in this Section 2.3 and (z) for Company Options, Company RSUs and Company Warrants outstanding as of the date of this Agreement and purchase rights under the Company ESPP, there are no: (i) outstanding shares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests or rights (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Acquired Corporation; (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 Corporation; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (clauses (i) through (iv), collectively, “Company Securities”). (i) No Shares of the Company are owned by any Subsidiary of the Company. (j) All outstanding Shares have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Sharesshares of Company Common Stock, of which 70,136,696 Shares had been 15,371,121 shares were issued and were outstanding as of the close date of business on October 6this Agreement; (ii) one (1) share of Company Class B Common Stock, 2023 (the “Reference Date”)which is not issued or outstanding; and (iiiii) 10,000,000 shares of Company Preferred Stock, of which no shares are outstanding as issued or outstanding. As of the close date of business on this Agreement, (1) 1,384,576 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options, (2) 2,241,688 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Warrants, and (3) the Reference Date. Company does not hold any shares of Company Common Stock in its treasury. (b) All of the outstanding shares of the capital stock of the Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Since the Reference Date through the date of this Agreement, the Company has not issued any new Shares or other Company Securities except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. (b) All of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to to, or was issued in violation of, any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders Company. To the knowledge of the Acquired Corporations have a right to vote; and (iv) Company, there is no Company Contract currently in effect 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 of capital stock of the Acquired CorporationsCompany Common Stock. No Acquired Corporation The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchaseacquire, 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 Common Stock or other Contracts with respect securities, except for the Company’s right to the voting acquire restricted shares of any SharesCompany Common Stock held by a Company Employee upon termination of such Company Employee’s employment. (dc) As of the close of business on the Reference Date: Except for (i) 6,124,337 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Date, (iidescribed in Section 2.2(a)(1) 2,941,121 Shares were subject to issuance pursuant to Company RSUs granted above and outstanding under the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), (iii) 3,040,147 Shares were reserved for future issuance under Company Equity Plans, (iv) 692,680 Shares were reserved for future issuance under the Company ESPP, (v) 110,000 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is assumed for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) and (vi) 8,727,547 Shares were subject to issuance upon exercise of the Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than as set forth in Schedule 2.2(c)-1 of the Company Disclosure Schedule and (ii) the outstanding Company Warrants described in Section 2.3(d2.2(a)(2) above and set forth in Schedule 2.2(c)-2 of the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. (e) The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options and Company RSUs outstanding as of the date of this Agreement and the forms of all stock option agreements evidencing such Company Options and forms of stock unit agreements evidencing such Company RSUs. There are no issuedAgreement, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, includingthere is no: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name outstanding subscription, option, call, warrant or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (h) Except (y) as set forth in this Section 2.3 and (z) for Company Options, Company RSUs and Company Warrants outstanding as of the date of this Agreement and purchase rights under the Company ESPP, there are no: (i) outstanding shares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests or rights right (whether or not currently exercisable) pursuant to acquire, a Contract to which the Company or the value any of which its Subsidiaries is measured by reference to, a party to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of the Company or any Acquired Corporationof its Subsidiaries; (iiiB) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Corporationof the Company or any of its Subsidiaries; or (ivC) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which the Company or any Acquired Corporation of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (clauses (i) through (iv), collectively, “Company Securities”)securities. (id) No Shares Each share of Company Common Stock outstanding immediately prior to the Effective Time that is restricted and not fully vested under any applicable restricted stock agreement or other Contract with the Company will become fully vested and unrestricted as of the Company are owned by any Subsidiary of the CompanyEffective Time. (j) All outstanding Shares have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements.

Capitalization, Etc. (a) The As of the close of business on July 12, 2018, the authorized capital stock of the Company consists of: (i) 100,000,000 Shares25,000,000 shares of Company Common Stock, of which 70,136,696 Shares had 7,500,275 shares have been issued and were outstanding as of the close of business on October 6, 2023 (the “Reference Date”)are outstanding; and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding as outstanding. The Company holds 1,740 shares of its capital stock in its treasury, and none of the Company Entities (other than the Company) holds any shares of Company Common Stock or any rights to acquire shares of Company Common Stock. From the close of business on July 12, 2018 to the Reference Datedate of this Agreement, there have been no issuances by the Company of shares of capital stock or voting securities of, or other equity interests in, the Company, other than the issuance of Company Common Stock: (A) upon the exercise of Company Warrants; or (B) upon the vesting or settlement of Company RSUs, in each case, that were outstanding at the close of business on July 12, 2018 and in accordance with their terms in effect at such time. All of the outstanding shares of the capital stock of the Company have been duly authorized and validly issued, and are fully paid and nonassessable. Since the Reference Date through the date of this Agreement, the Company has not issued any new Shares or other Company Securities except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. (b) All of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. (b) Part 2.3(b) of the Company Disclosure Schedule sets forth, as applicable, as of the date of this Agreement (i) the number of outstanding Company Warrants, the number of shares of Company Common Stock subject thereto and the expiration date thereof, and (ii) the number of outstanding Company RSUs, the number of shares of Company Common Stock subject thereto or issuable upon settlement thereunder, the grant dates and vesting schedule. (c) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance forfeiture or any similar right; (ii) none . None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there Company. There is no Company Contract 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 of capital stock Company Common Stock or any securities of any Significant Subsidiary of any Company Entity. None of the Acquired Corporations. No Acquired Corporation Company Entities is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to 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 Common Stock or other Contracts with respect to the voting of any Sharessecurities. (d) As of the close of business on the Reference Date: July 12, 2018, no shares of Company Common Stock constitute Company Restricted Stock. (ie) 6,124,337 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Date, (ii) 2,941,121 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), (iii) 3,040,147 Shares were reserved for future issuance under Company Equity Plans, (iv) 692,680 Shares were reserved for future issuance under the Company ESPP, (v) 110,000 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is assumed for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) and (vi) 8,727,547 Shares were subject to issuance upon exercise of the Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than Except as set forth in Section 2.3(a), Section 2.3(b), Section 2.3(d) or in Part 2.3(b) or 2.3(e) of the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. (e) The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options and Company RSUs outstanding as of the date of this Agreement and the forms of all stock option agreements evidencing such Company Options and forms of stock unit agreements evidencing such Company RSUs. There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (h) Except (y) as set forth in this Section 2.3 and (z) for Company Options, Company RSUs and Company Warrants outstanding as of the date of this Agreement and purchase rights under the Company ESPPAgreement, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests or rights right (whether or not currently exercisable) granted or issued by any Company Entity to acquire, or the value of which is measured by reference to, acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Acquired Corporationof the Company Entities; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation of a Company Entity that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Corporationof the Company Entities; (iii) outstanding or authorized stock appreciation rights, phantom stock, profit participation or similar rights or equity-based awards issued in each case by a Company Entity with respect to any of the Company Entities; or (iv) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which any Acquired Corporation of the Company Entities is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (clauses (i) through (iv), collectively, “Company Securities”)securities. (if) No Shares All outstanding shares of Company Common Stock, and other securities of the Company are owned by any Subsidiary of Entities (including under the Company. (j) All outstanding Shares Company Equity Plan), have been offered issued and issued granted in compliance in all material respects with with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts, including except where the Securities Act failure to be so issued and “blue sky” granted, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. As of July 12, 2018, 759,884 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Company Equity Plan. (g) All of the outstanding shares of capital stock or other equity securities of, or other ownership interests in, each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and, in the case of corporate Subsidiaries, nonassessable, and such shares, securities or interests are free of preemptive rights and are owned beneficially and of record by the Company (other than: (i) as expressly set forth in Part 2.3(g) of the Company Disclosure Schedule; and (ii) with respect to those Subsidiaries of the Company organized under the laws of foreign jurisdictions where shares of capital stock or other equity securities or ownership interests are required under applicable Legal RequirementsRequirements to be held by one or more directors, employees or agents of such Subsidiary, in each case as disclosed in Part 2.3(g) of the Company Disclosure Schedule), free and clear of any Encumbrances (other than restrictions on transfer imposed by applicable securities laws).

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares500,000,000 shares of Company Common Stock, $0.0001 par value per share, of which 70,136,696 40,214,029 Shares had have been issued and were outstanding as of the close of business on October 6, 2023 (the “Reference Date”); and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares are outstanding as of the close of business on the Reference Datelast business day immediately preceding the date of this Agreement; and (ii) 50,000,000 shares of the Company’s preferred stock, $0.01 par value per share, of which no shares have been issued or are outstanding. All of the outstanding shares of the capital stock of the Company Shares have been duly authorized and validly issued, and are fully paid and nonassessable. Since the Reference Date through the date of this Agreement, the Company has nonassessable and not issued any new Shares or other Company Securities except pursuant subject to the exercise of the purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. (b) All of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessablepreemptive rights. (i) None of the outstanding shares of capital stock of the Acquired Corporations Shares are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations Shares are subject to any right of first refusal in favor of any Acquired Corporationthe Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation the Company having a right to vote on any matters on which the stockholders of the Acquired Corporations Company have a right to vote; and (iv) there is no Company Contract 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 of capital stock of the Acquired CorporationsShares. No Acquired Corporation The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired CorporationsShares or other securities. The Shares constitute Company Common Stock constitutes the only outstanding class of securities of the Company or its Subsidiaries registered under the Securities Act. There are no voting trusts or other Contracts with respect to the voting of any Shares. (dc) As of the close of business on the Reference Datelast business day immediately preceding the date of this Agreement: (i) 6,124,337 Shares were 2,656,610 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Date, ; (ii) 2,941,121 Shares were 1,383,432 shares of Company Common Stock are subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans; (iii) 24,938 shares of Company Common Stock are subject to issuance pursuant to Company PSUs granted and outstanding under the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the assuming maximum level levels of performance), (iii) 3,040,147 Shares were reserved for future issuance under Company Equity Plans, ; (iv) 692,680 Shares were reserved for future issuance under the 49,000 shares of Company ESPP, (v) 110,000 Shares Common Stock are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share share of Company Common Stock as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date the Merger Consideration); (which is assumed v) 3,512,806 shares of Company Common Stock are reserved for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) future issuance under Company Equity Plans; and (vi) 8,727,547 Shares were subject to issuance upon exercise 328,672 shares of the Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than as set forth in Section 2.3(d) of the Company Disclosure Schedule, there Common Stock are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to future issuance under the Company. ESPP (eincluding shares estimated in (iv) above). The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options Options, Company RSUs and Company RSUs PSUs outstanding as of the date of this Agreement and Agreement, the forms of all stock option agreements evidencing such Company Options Options, and the forms of stock unit agreements evidencing such the Company RSUsRSUs and Company PSUs. There are The Company has delivered or made available to Parent or Parent’s Representatives a copy of the ESPP. Other than as set forth in this Section 2.3(c) and Section 2.3(b), there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (hd) Except (y) as set forth in this Section 2.3 and (z) for Company Options, Company RSUs and Company Warrants outstanding as of the date of this Agreement and purchase rights under the Company ESPP2.3, there are no: (i) outstanding shares of capital stock of stock, or other securities of equity interest in, the Company or any Acquired CorporationSubsidiary; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests warrants or rights (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, acquire any shares of the capital stock, restricted stock unitunits, stock-based performance unit 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 the value of any shares of capital stock or other securities of the Company or any Acquired CorporationSubsidiary; (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 the Company or any Acquired CorporationSubsidiary; or (iv) stockholder rights plans (or similar plans plan commonly referred to as a “poison pill”) or Contracts under which the Company or any Acquired Corporation Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (clauses (isecurities. No outstanding capital stock of the Company or any of its affiliates is held by any Employee Plan intended to be qualified under Section 401(a) through (iv), collectively, “Company Securities”)of the Code or related trust. (ie) No Shares All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are is owned by any Subsidiary of the Company. (j) All outstanding Shares have been offered , directly or indirectly, beneficially and issued in compliance in of record, free and clear of all material respects with all applicable securities Legal RequirementsEncumbrances and transfer restrictions, including except for such Encumbrances and transfer restrictions of general applicability as may be provided under the Securities Act and “blue sky” Legal Requirementsor other applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares, of which 70,136,696 Shares had been issued and were outstanding as of the close of business on October 6, 2023 (the “Reference Date”); and (ii) 10,000,000 shares of Company Preferred Common Stock, of which no 9,334,857 shares have been issued and are outstanding as of the close of business on June 6, 2017 (the Reference “Determination Date”); and (ii) 5,000,000 shares of the Company’s preferred stock, par value of $0.001 per share, of which no shares have been issued or are outstanding. All of the outstanding shares of the capital stock of the Company have been duly authorized and validly issued, and are fully paid and nonassessable. Since the Reference Date through the date of this Agreement, the Company has not issued any new Shares or other Company Securities except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. (b) All of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. (b) (i) None of the outstanding shares of capital stock of the Acquired Corporations Company Common Stock are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations Company Common Stock are subject to any right of first refusal in favor of any Acquired Corporationthe Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of any Acquired Corporation the Company having a right to vote on any matters on which the stockholders of the Acquired Corporations Company have a right to vote; and (iv) there is no Company Contract 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 of capital stock of the Acquired CorporationsCompany Common Stock. No Acquired Corporation The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired CorporationsCompany Common Stock or other securities. The Shares constitute Company Common Stock constitutes the only outstanding class of securities of the Company or its Subsidiaries registered under the Securities Act. There are no voting trusts or other Contracts with respect to the voting of any Shares. (dc) As of the close of business on the Reference Determination Date: (i) 6,124,337 Shares were 1,374,686 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Date, 2006 Plan; (ii) 2,941,121 Shares were 83,319 shares of Company Common Stock are subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), Warrants; and (iii) 3,040,147 Shares were reserved for future issuance under 107,563 shares of Company Equity Plans, (iv) 692,680 Shares were Common Stock are reserved for future issuance under the Company ESPP, (v) 110,000 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is assumed for this purpose to occur on November 23, 2023) at the levels in place as 2006 Plan. As of the Reference Determination Date) and (vi) 8,727,547 Shares were subject to issuance upon exercise of , the Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than as set forth in Section 2.3(d) of the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. (e) The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options and Company RSUs outstanding as of the that date of this Agreement and the forms of all stock option agreements evidencing such was $5.1802. All outstanding Company Options and forms of stock unit agreements evidencing such Company RSUs. There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the other Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs Awards have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (h) Except (y) as set forth in this Section 2.3 and (z) for Company Options, Company RSUs and Company Warrants outstanding as of the date of this Agreement and purchase rights under the Company ESPP, there are no: (i) outstanding shares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests or rights (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Acquired Corporation; (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 Corporation; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (clauses (i) through (iv), collectively, “Company Securities”). (i) No Shares of the Company are owned by any Subsidiary of the Company. (j) All outstanding Shares have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements.been

Capitalization, Etc. (a) The authorized capital stock Share Capital of the Company consists of: of 100,000,000 shares of stock, consisting of (iA) 100,000,000 93,652,473 shares of Company Ordinary Shares, of which 70,136,696 Shares had 2,305,290 shares have been issued and were outstanding as of the close of business on October 6, 2023 (the “Reference Date”); and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares are outstanding as of the close date of business this Agreement, plus an indeterminate number of up to 2,000,000 Ordinary Shares being issued to investors in connection with the SPAs, and (B) 6,347,527 shares of Series A Preferred Shares, of which 759,086 shares have been issued and are outstanding as of the date of this Agreement (all shares prescribed under subsections (A) and (B) which are issued and/or otherwise issuable on the Reference DateClosing pursuant to the transactions contemplated herein, shall be together referred to as the “Company Share Capital”). The Company does not hold any shares of its share capital in its treasury. All of the outstanding shares of Company Share Capital that have been actually issued (or upon their issuance in connection with the capital stock of transactions contemplated herein and subject to the Company terms and conditions prescribed herein and therein), have been duly authorized and validly issued, and are fully paid and nonassessable. Since the Reference Date through the date of this Agreement, the The Company has is not issued any new Shares or other Company Securities except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. (b) All of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract 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 of capital stock of the Acquired Corporations. No Acquired Corporation is under any obligation, or nor is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Company Share Capital. Notwithstanding the above, the Company's Preferred Shares will be converted into Company Ordinary Shares in connection with the Closing on a 1:1 basis, and that an additional 1,397,068 Company Ordinary Shares will be issued at Closing to holders of convertible notes issued by 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 Contracts with respect to the voting of any SharesCompany. (db) As of the close date of business on the Reference Date: (i) 6,124,337 this Agreement, 538,573 shares of Company Ordinary Shares were are subject to issuance pursuant to outstanding Company Options granted and outstanding under the Company Equity Plans, such Options. All outstanding Company Options having a weighted average exercise price of $79.15 per Share as were granted pursuant to the terms of the Reference DateCompany Option Plan. The Company Option Plan is binding upon and enforceable by the Company against all holders of Company Options, subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and the enforcement of creditors’ rights generally, and (ii) 2,941,121 rules of law governing specific performance, injunctive relief and other equitable remedies. In addition, there will an indeterminate number of up to 2,000,000 Company Ordinary Shares were subject to issuance pursuant to Company RSUs granted and outstanding under warrants being issued to investors in connection with the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at Closing within the maximum level of performance), (iii) 3,040,147 Shares were reserved for future issuance under Company Equity Plans, (iv) 692,680 Shares were reserved for future issuance under the Company ESPP, (v) 110,000 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is assumed for this purpose to occur on November 23, 2023) at the levels in place as scope of the Reference Date) and SPAs (vi) 8,727,547 Shares were subject to issuance upon exercise of the “Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than as set forth in Section 2.3(d) of the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. (e) The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options and Company RSUs outstanding as of the date of this Agreement and the forms of all stock option agreements evidencing such Company Options and forms of stock unit agreements evidencing such Company RSUs. There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (h) Except (y) as set forth in this Section 2.3 and (z) for Company Options, Company RSUs and Company Warrants outstanding as of the date of this Agreement and purchase rights under the Company ESPP, there are no: (i) outstanding shares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests or rights (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Acquired Corporation; (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 Corporation; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (clauses (i) through (iv), collectively, “Company Securities”). (i) No Shares of the Company are owned by any Subsidiary of the Company. (j) All outstanding Shares have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements.

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 70,136,696 Shares had 105,677,486 shares have been issued and were are outstanding as of the close date of business on October 6, 2023 (the “Reference Date”)this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, of which 1,500,000 have been designated as Series A Junior Participating Preferred Stock, $0.001 par value, of which no shares of Company Preferred Stock or Series A Junior Participating Preferred Stock have been issued and are outstanding as of the close of business on the Reference Dateoutstanding. All of the outstanding shares of the capital stock of the Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Since the Reference Date through the date of this Agreement, the Company has not issued any new Shares or other Company Securities except pursuant to the exercise None of the purchase rights under Alamo Corporations (other than the Company ESPP, the vesting Company) holds any shares of Company RSUs outstanding as of the Reference Date in accordance with their terms Common Stock or the exercise any rights to acquire shares of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference DateCommon Stock. (b) All Except as set forth in Part 2.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeitureforfeiture (other than the Company Restricted Stock), right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Company Contract 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 of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Alamo Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Company Common Stock or other securities, except for the Company's right to repurchase or reacquire restricted shares of the Acquired Corporations. The Shares constitute the only outstanding class of securities Company Common Stock held by an employee of the Company registered upon termination of such employee's employment or upon any other forfeiture of a vesting condition. (c) As of the date of this Agreement: (i) 8,168,778 shares of Company Common Stock are subject to issuance pursuant to Company Options; (ii) 2,041,774 shares of Company Common Stock are reserved for future issuance pursuant to the Alamo 2001 Employee Stock Purchase Plan (the "Company ESPP"); (iii) no shares of Company Restricted Stock are subject to vesting after the date of this Agreement; (iv) 4,191,536 shares of Company Common Stock are subject to issuance upon vesting of Company RSUs; and (v) 9,279,969 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Securities Act. There are no voting trusts or other Contracts with respect to the voting of any SharesCompany Option Plans. (d) As of the close date of business on the Reference Date: (i) 6,124,337 Shares were subject to issuance pursuant to this Agreement, 1,500,000 shares of Company Options granted and outstanding under the Company Equity PlansPreferred Stock, such outstanding Company Options having a weighted average exercise price of $79.15 per Share designated as of the Reference DateSeries A Junior Participating Preferred Stock, (ii) 2,941,121 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), (iii) 3,040,147 Shares were are reserved for future issuance under Company Equity Plans, (iv) 692,680 Shares were reserved for future issuance under the Company ESPP, (v) 110,000 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is assumed for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) and (vi) 8,727,547 Shares were subject to issuance upon exercise of the rights (the "Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than as set forth in Section 2.3(dRights") of issued pursuant to the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the CompanyRights Agreement. (e) The Company has delivered or made available Made Available to Parent or Parent’s Representatives copies of all a complete and accurate list that sets forth with respect to each Company Equity Plans covering the Company Options and Company RSUs Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name of the holder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, Company Restricted Stock, Company RSU, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Equity Award; (v) the per share exercise price (if any) of such Company Equity Award; (vi) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and exercisable, if applicable; (vii) the date on which such Company Equity Award was granted; (viii) the date on which such Company Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option, whether such Company Option is an "incentive stock option" (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company Restricted Stock or Company RSU, respectively, the dates on which shares of Company Common Stock with respect to such Company Restricted Stock or Company RSU, respectively, are scheduled to vest. The Company has delivered or Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company, and the forms of all stock option agreements evidencing such Company Options and forms Equity Awards. The exercise price of stock unit agreements evidencing each Company Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company RSUsOption. All grants of Company Equity Awards were recorded on the Company's financial statements (including, any related notes thereto) contained in the Company SEC Documents in accordance with GAAP, and no such grants involved any "back dating" or similar practices with respect to the effective date of grant (whether intentional or otherwise). There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or similar equity-based awards with respect to any Subsidiary of the CompanyAlamo Corporations. (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (h) Except (y) as set forth in this Section 2.3 Sections 2.3(a), 2.3(c) and (z) for Company Options2.3(d), Company RSUs or as permitted from and Company Warrants outstanding as of after the date of this Agreement and purchase rights under the Company ESPPpursuant to Section 4.2, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests or rights right (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Acquired Corporationof the Alamo Corporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Corporationof the Alamo Corporations or that has the right to vote on any matter on which the stockholders of the Company have the right to vote; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any Acquired Corporation of the Alamo Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (clauses (i) through securities; or (iv), collectively, “Company Securities”)) condition or circumstance that would reasonably be expected to 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 Alamo Corporations. (i) No Shares of the Company are owned by any Subsidiary of the Company. (jg) All outstanding Shares shares of Company Common Stock, and all options and other Company Equity Awards and other securities of the Alamo Corporations, have been offered issued and issued granted in compliance in all material respects with with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (h) All of the outstanding shares of capital stock of each of the Company's Subsidiaries have been duly authorized and validly issued, including are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the Securities Act ownership thereof, and “blue sky” Legal Requirementsare owned beneficially and of record by the Company, free and clear of any Encumbrances, other than restrictions under applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Sharesshares of Company Common Stock, $0.001 par value per share, of which 70,136,696 Shares had been issued and were 37,381,413 shares are outstanding as of the close date of business on October 6, 2023 (the “Reference Date”)this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, of which 780,000 have been designated as Class A Redeemable Convertible Preferred Stock, $0.001 par value per share, of which no shares of Company Preferred Stock or Class A Redeemable Convertible Preferred Stock are outstanding as of the close of business on the Reference Dateoutstanding. All of the outstanding shares of the capital stock of the Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Since the Reference Date through the date of this Agreement, the Company has not issued any new Shares or other Company Securities except pursuant to the exercise None of the purchase rights under API Corporations (other than the Company ESPP, the vesting Company) holds any shares of Company RSUs outstanding as of the Reference Date in accordance with their terms Common Stock or the exercise any rights to acquire shares of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference DateCommon Stock. (b) All Except as set forth in Part 2.5(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeitureforfeiture (other than the Company Restricted Stock), right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Company Contract 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 of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation API Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire shares of the Acquired Corporations. The Shares constitute the only outstanding class of securities Company Restricted Stock held by an employee of the Company registered under the Securities Act. There are no voting trusts upon termination of such employee’s employment or upon any other Contracts with respect to the voting forfeiture of any Sharesa vesting condition. (dc) As of the close date of business on the Reference Datethis Agreement: (i) 6,124,337 Shares were 1,939,235 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Date, Options; (ii) 2,941,121 Shares were 43,280 shares of Company Restricted Stock are subject to issuance pursuant to Company RSUs granted vesting after the date of this Agreement; and outstanding under the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), (iii) 3,040,147 Shares were 266,095 shares of Company Common Stock are reserved for future issuance under Company Equity Plans, (iv) 692,680 Shares were reserved for future issuance pursuant to equity awards not yet granted under the Company ESPP, (v) 110,000 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is assumed for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) and (vi) 8,727,547 Shares were subject to issuance upon exercise of the Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than as set forth in Section 2.3(d) of the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the CompanyOption Plans. (ed) The Company has delivered or made available Made Available to Parent or Parent’s Representatives copies of all a complete and accurate list that sets forth with respect to each Company Equity Plans covering the Company Options and Company RSUs Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name of the holder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, Company Restricted Stock, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Equity Award; (v) the per share exercise price (if any) of such Company Equity Award; (vi) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and exercisable, if applicable; (vii) the date on which such Company Equity Award was granted; (viii) the date on which such Company Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option, whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company Restricted Stock, the dates on which shares of Company Common Stock with respect to such Company Restricted Stock, are scheduled to vest. The Company has delivered or Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company, and the forms of all stock option agreements evidencing such Company Options and forms Equity Awards. The exercise price of stock unit agreements evidencing each Company Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company RSUsOption. All grants of Company Equity Awards were recorded on the Company’s financial statements (including any related notes thereto) contained in the Company SEC Documents in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentional or otherwise). There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or similar equity-based awards with respect to any Subsidiary of the CompanyAPI Corporations. (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (he) Except (y) as set forth in this Section 2.3 Sections 2.5(a), 2.5(c) and (z) for Company Options2.5(d), Company RSUs or as permitted from and Company Warrants outstanding as of after the date of this Agreement and purchase rights under the Company ESPPpursuant to Section 4.2, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests or rights right (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Acquired Corporationof the API Corporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Corporationof the API Corporations or that has the right to vote on any matter on which the stockholders of the Company have the right to vote; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any Acquired Corporation of the API Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (clauses (i) through securities; or (iv), collectively, “Company Securities”)) condition or circumstance that would reasonably be expected to 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 API Corporations. All outstanding warrants or similar rights to acquire any shares of the capital stock or other securities of any of the API Corporation allow for assumption by Parent as set forth in Section 1.5(d) of this Agreement in accordance with their terms. (i) No Shares of the Company are owned by any Subsidiary of the Company. (jf) All outstanding Shares shares of Company Common Stock, and all options and other Company Equity Awards and other securities of the API Corporations, have been offered issued and issued granted in compliance in all material respects with with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (g) All of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued, including are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the Securities Act ownership thereof, and “blue sky” Legal Requirementsare owned beneficially and of record by the Company, free and clear of any Encumbrances, other than restrictions under applicable securities laws.

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 70,136,696 Shares had 106,958,412 shares have been issued and were are outstanding as of the close date of business on October 6, 2023 (the “Reference Date”)this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, of which 1,500,000 have been designated as Series A Junior Participating Preferred Stock, $0.001 par value, of which no shares of Company Preferred Stock or Series A Junior Participating Preferred Stock have been issued or are outstanding as of the close of business on the Reference Dateoutstanding. All of the outstanding shares of the capital stock of the Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Since the Reference Date through the date of this Agreement, the Company has not issued any new Shares or other Company Securities except pursuant to the exercise None of the purchase rights under Alaska Corporations (other than the Company ESPP, the vesting Company) holds any shares of Company RSUs outstanding as of the Reference Date in accordance with their terms Common Stock or the exercise any rights to acquire shares of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference DateCommon Stock. (b) All Except as set forth in Part 3.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeitureforfeiture (other than the Company Restricted Stock), right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Company Contract 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 of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Alaska Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of the Acquired Corporations. The Shares constitute the only outstanding class of securities Company Common Stock held by an employee of the Company registered upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. (c) As of the date of this Agreement: (i) 7,036,779 shares of Company Common Stock are subject to issuance pursuant to Company Options; (ii) 2,000,963 shares of Company Common Stock are reserved for future issuance pursuant to the Alaska 2001 Employee Stock Purchase Plan (the “Company ESPP”); (iii) no shares of Company Restricted Stock are subject to vesting after the date of this Agreement; (iv) 5,864,616 shares of Company Common Stock are subject to issuance upon vesting of Company RSUs; and (v) 6,479,154 shares of Company Common Stock are reserved for future issuance pursuant to equity awards not yet granted under the Securities Act. There are no voting trusts or other Contracts with respect to the voting of any SharesCompany Option Plans. (d) As of the close date of business on the Reference Date: (i) 6,124,337 Shares were subject to issuance pursuant to this Agreement, 1,500,000 shares of Company Options granted and outstanding under the Company Equity PlansPreferred Stock, such outstanding Company Options having a weighted average exercise price of $79.15 per Share designated as of the Reference DateSeries A Junior Participating Preferred Stock, (ii) 2,941,121 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), (iii) 3,040,147 Shares were are reserved for future issuance under Company Equity Plans, (iv) 692,680 Shares were reserved for future issuance under the Company ESPP, (v) 110,000 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is assumed for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) and (vi) 8,727,547 Shares were subject to issuance upon exercise of the rights (the “Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than as set forth in Section 2.3(dRights”) of issued pursuant to the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the CompanyRights Agreement. (e) The Company has delivered or made available Made Available to Parent or Parent’s Representatives copies of all a complete and accurate list that sets forth with respect to each Company Equity Plans covering the Company Options and Company RSUs Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name of the holder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, Company Restricted Stock, Company RSU, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Equity Award; (v) the per share exercise price (if any) of such Company Equity Award; (vi) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and exercisable, if applicable; (vii) the date on which such Company Equity Award was granted; (viii) the date on which such Company Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option, whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company Restricted Stock or Company RSU, respectively, the dates on which shares of Company Common Stock with respect to such Company Restricted Stock or Company RSU, respectively, are scheduled to vest. The Company has delivered or Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company, and the forms of all stock option agreements evidencing such Company Options and forms Equity Awards. The exercise price of stock unit agreements evidencing each Company Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company RSUsOption. All grants of Company Equity Awards were recorded on the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentional or otherwise). There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or similar equity-based awards with respect to any Subsidiary of the CompanyAlaska Corporations. (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (h) Except (y) as set forth in this Section 2.3 Sections 3.3(a), 3.3(c) and (z) for Company Options3.3(d), Company RSUs or as permitted from and Company Warrants outstanding as of after the date of this Agreement and purchase rights under the Company ESPPpursuant to Section 5.2, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests or rights right (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Acquired Corporationof the Alaska Corporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Corporationof the Alaska Corporations or that has the right to vote on any matter on which the stockholders of the Company have the right to vote; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any Acquired Corporation of the Alaska Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (clauses (i) through securities; or (iv), collectively, “Company Securities”)) condition or circumstance that would reasonably be expected to 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 Alaska Corporations. (i) No Shares of the Company are owned by any Subsidiary of the Company. (jg) All outstanding Shares shares of Company Common Stock, and all options and other Company Equity Awards and other securities of the Alaska Corporations, have been offered issued and issued granted in compliance in all material respects with with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts. (h) All of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued, including are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the Securities Act ownership thereof, and “blue sky” Legal Requirementsare owned beneficially and of record by the Company, free and clear of any Encumbrances, other than restrictions under applicable securities laws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares275,000,000 shares of Company Common Stock, $0.001 par value per share, of which 70,136,696 Shares had 119,243,357 shares (including shares issued as Company Restricted Stock Awards) have been issued and were outstanding as of the close of business on October 6, 2023 (the “Reference Date”); and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares are outstanding as of the close of business on the Reference Dateday immediately preceding the date of this Agreement; and (ii) 5,000,000 shares of the Company’s preferred stock, $0.001 par value per share, of which no shares have been issued or are outstanding. All of the outstanding shares of the capital stock of the Company have been duly authorized and validly issued, and are fully paid and nonassessable. Since the Reference Date through the date of this Agreement, the Company has not issued any new Shares or other Company Securities except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. (b) All of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. (b) (i) None Except for 713,655 shares of Company Restricted Stock Awards (628,903 of which are vested and 84,752 of which are unvested) outstanding as of the close of business on the day immediately preceding the date of this Agreement, none of the outstanding shares of capital stock of the Acquired Corporations Company Common Stock are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations Company Common Stock are subject to any right of first refusal in favor of any Acquired Corporationthe Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation the Company having a right to vote on any matters on which the stockholders of the Acquired Corporations Company have a right to vote; and (iv) there is no Company Contract 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 of capital stock of the Acquired CorporationsCompany Common Stock. No Acquired Corporation The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of Company Common Stock or other securities other than pursuant to the Acquired CorporationsCompany Convertible Notes. The Shares constitute Company Common Stock constitutes the only outstanding class of securities of the Company or its Subsidiaries registered under the Securities Act. There are no voting trusts or other Contracts with respect to the voting of any Shares. (dc) As of the close of business on the Reference Dateday immediately preceding the date of this Agreement: (i) 6,124,337 Shares were 12,908,209 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Date, ; (ii) 2,941,121 Shares were 84,752 shares of Company Common Stock are subject to outstanding and unvested Company Restricted Stock Awards granted under the Company Equity Plans (which amount is included in the number of issued and outstanding shares of Company Common Stock set forth in Section 3.3(a)); (iii) 5,005,493 shares of Company Common Stock are subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), (iii) 3,040,147 Shares were reserved for future issuance under Company Equity Plans, ; (iv) 692,680 Shares were reserved for future issuance under the 168,663 shares of Company ESPP, (v) 110,000 Shares Common Stock are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share share of Company Common Stock as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date the Offer Price); (which is assumed v) 7,691,169 shares of Company Common Stock are reserved for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) and future issuance under Company Equity Plans; (vi) 8,727,547 Shares were 762,646 shares of Company Common Stock are reserved for future issuance under the ESPP (including shares estimated in clause “(iv)” above); (vii) 200,000 shares of Company Common Stock are subject to issuance upon pursuant to Company Warrants (assuming no net exercise of any Company Warrants); and (viii) 28,088,372 shares of Company Common Stock are subject to issuance pursuant to the Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such dateConvertible Notes. Other than as set forth in Section 2.3(d) of the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. (e) The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options Options, Company RSUs and Company RSUs Restricted Stock Awards outstanding as of the date of this Agreement and Agreement, the forms of all stock option agreements evidencing such Company Options Options, restricted stock unit and restricted stock award grant notices, the forms of stock unit agreements evidencing such the Company RSUsRSUs and Company Restricted Stock Awards, the forms of all warrants evidencing the Company Warrants and the forms of all notes evidencing the Company Convertible Notes. There are The Company has delivered or made available to Parent or Parent’s Representatives copies of the ESPP and applicable offering document. Other than as set forth in this Section 3.3(c) and Section 3.3(b), there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (hd) Except (y) as set forth in this Section 2.3 and (z3.3 or Part 3.3(d) for Company Options, Company RSUs and Company Warrants outstanding as of the date of this Agreement and purchase rights under the Company ESPPDisclosure Schedule, there are no: (i) outstanding shares of capital stock of stock, or other securities of equity interest in, the Company or any Acquired CorporationSubsidiary; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests warrants or rights (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, acquire any shares of the capital stock, restricted stock unitunits, stock-based performance unit 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 the value of any shares of capital stock or other securities of the Company or any Acquired CorporationSubsidiary; or (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 the Company or any Acquired Corporation; Subsidiary. (e) The Company has delivered to Parent a copy of the Company Rights Agreement as currently in effect. The Company has amended the Company Rights Agreement to provide that: (i) neither Parent nor Purchaser nor any of their respective Affiliates shall be deemed to be an Acquiring Person (as such term is defined in the Company Rights Agreement), and such amendment does not so exclude any other Person, (ii) neither a Distribution Date nor a Shares Acquisition Date (as each such term is defined in the Company Rights Agreement) shall be deemed to have occurred, and the Rights will not detach from the Company Common Stock or (iv) stockholder rights plans (or similar plans commonly referred to become non-redeemable, as a “poison pill”result of the execution, delivery or performance of this Agreement or the consummation of the Offer, the Merger or the other Transactions, and (iii) or Contracts under which any Acquired Corporation is or may become obligated the Rights and the Company Rights Agreement shall expire and terminate immediately prior to sell or otherwise issue any shares the Offer Acceptance Time. (f) All of its the outstanding capital stock or any other voting securities (clauses (i) through (iv)of, collectivelyor ownership interests in, “Company Securities”). (i) No Shares each Subsidiary of the Company have been duly authorized and validly issued and are fully paid, nonassessable and not subject to any preemptive rights and are owned by any Subsidiary of the Company. (j) All outstanding Shares have been offered , directly or indirectly, beneficially and issued in compliance in of record, free and clear of all material respects with all applicable securities Legal RequirementsEncumbrances and transfer restrictions, including except for such Encumbrances and transfer restrictions of general applicability as may be provided under the Securities Act and “blue sky” Legal Requirementsor other applicable securities laws. Except for its interest in the Subsidiaries, the Company does not own, directly or indirectly, any capital stock of, or other equity interest in, any Person.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 200,000,000 Shares, of which 70,136,696 49,685,579 Shares had have been issued and were or are outstanding as of the close of business on October 6, 2023 (the “Reference Date”); and (ii) 10,000,000 shares of Company Preferred Stock, none of which no shares are issued or outstanding as of the close of business on the Reference Date. All of the outstanding shares Shares have been, and all Shares issuable upon exercise of the capital stock Options or settlement of the Company have been RSUs or PSUs will be when issued, duly authorized and validly issued, and are fully paid and nonassessable. Since the Reference Date through the date nonassessable and free of this Agreement, the Company has not issued any new Shares or other Company Securities except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. (b) All of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessablepreemptive rights. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Shares is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; , (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Shares is subject to any right of first refusal in favor of any Acquired Corporation; the Company, (iii) there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of any Acquired Corporation the Company having a right to vote on any matters on which the stockholders of the Acquired Corporations Company have a right to vote; vote and (iv) there is no Company Contract 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 of capital stock of the Acquired CorporationsShare. No Acquired Corporation The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired CorporationsShares. The Shares constitute Company Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts with respect to the voting of any Shares. (dc) As of the close of business on the Reference Date: (i) 6,124,337 6,606,340 Shares were are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Date, (ii) 2,941,121 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans (which have a weighted average exercise price of $42.79 per Share); (ii) 917,452 Shares are subject to or otherwise deliverable in connection with Company outstanding RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), (iii) 3,040,147 Shares were reserved for future issuance under Company Equity Plans, ; (iii) 252,779 Shares are subject to or otherwise deliverable in connection with outstanding PSUs under Company Equity Plans (assuming achievement of all performance goals in full at maximum levels); (iv) 692,680 Shares were reserved for future issuance under the Company ESPP, (v) 110,000 32,988 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 the Offer Price and employee contributions continue until such purchase date (which is assumed for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date); (v) 3,300,945 Shares were reserved and available for issuance pursuant to the Company Equity Plans; and (vi) 8,727,547 202,046 Shares were subject to issuance upon exercise of reserved and available for purchase under the Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such dateESPP. Other than as set forth in Section 2.3(d) of the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. (e) The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options Options, RSUs and Company RSUs PSUs outstanding as of the date of this Agreement and the forms of all stock option agreements evidencing such Company Options and forms of stock unit agreements evidencing such Company RSUsRSUs or PSUs. There Other than as set forth in this Section 3.3(c), there are no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (fd) (i) Section 2.3(fPart 3.3(d) of the Company Disclosure Schedule sets forthforth a true and complete list, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUsStock Awards, including: with respect to all such Company Options(i) for each outstanding Option, Company Warrants and Company RSUs, (A) the name of the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (Shares issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options grant date and Company RSUs were grantedexpiration date, and (ii) for each outstanding RSU, the Company ESPPname of the holder, the number of Shares underlying such RSU and the applicable grant date, (iii) for each outstanding PSU, the name of the holder, the number of Shares underlying such PSU (assuming achievement of all performance goals in full at maximum levels) and the applicable grant date, and (iv) the maximum number of Shares issuable under the ESPP at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (he) Except (y) as set forth in this Section 2.3 and (z) for Company Options3.3, Company RSUs and Company Warrants outstanding as of the date close of this Agreement and purchase rights under business on the Company ESPPReference Date, there are no: (i) outstanding shares of capital stock of stock, or other securities of any Acquired Corporationequity interests in the Company; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests warrants or rights (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, acquire any shares of the capital stock, restricted stock unitunits, stock-based performance unit 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 the value of of, any shares of capital stock or other securities of any Acquired Corporationthe 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 Corporationthe Company; or (iv) stockholder rights plans (or similar plans plan commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (clauses (i) through (iv), collectively, “Company Securities”)securities. (i) No Shares of the Company are owned by any Subsidiary of the Company. (j) All outstanding Shares have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 310,000,000 Shares, (A) of which 70,136,696 39,029,036 Shares had have been issued and were are outstanding as of the close of business on October 6, 2023 (the “Reference Date”), of which 34,419,536 Shares issued and outstanding are Voting Common Stock and 4,609,500 Shares issued and outstanding are Non-Voting Common Stock and (B) none of which Shares are held in treasury by the Company; and (ii) 10,000,000 shares of Company Preferred Stock, none of which no shares are issued or outstanding as of the close of business on the Reference Date. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable. All of the outstanding shares of the capital stock of the Company have been duly authorized and validly issued, and are fully paid and nonassessable. Since the Reference Date through the date of this Agreement, the Company has not issued any new Shares or other Company Securities except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. (b) All of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. (b) (i) None of the outstanding shares of capital stock of the Acquired Corporations Shares are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; , (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Shares is subject to any right of first refusal in favor of any Acquired Corporation; the Company, (iii) there are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of any Acquired Corporation the Company having a right to vote on any matters on which the stockholders of the Acquired Corporations Company Stockholders have a right to vote; vote and (iv) there is no Company Contract or, to the knowledge of the Company, any other Contract, relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging pledging, transferring or otherwise disposing of (or from granting any option or similar right with respect to), any shares of capital stock of the Acquired CorporationsShares. No Acquired Corporation The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired CorporationsShares. The Shares constitute Company Common Stock constitutes the only outstanding class of securities of the Company registered under the Securities Act or the Exchange Act. There are no voting trusts or other Contracts with respect to the voting of any Shares. (dc) As of the close of business on the Reference Date: (i) 6,124,337 6,114,166 Shares were are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Date, ; (ii) 2,941,121 201,370 Shares were are subject to issuance pursuant to Company RSUs or otherwise deliverable in connection with granted and outstanding RSUs under the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), Plans; (iii) 3,040,147 1,174,656 Shares were are reserved for future issuance under the Company Equity Plans, ; and (iv) 692,680 942,817 Shares were are reserved for future issuance under the Company ESPP, (v) 110,000 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is assumed for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) and (vi) 8,727,547 Shares were subject to issuance upon exercise of the Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than as set forth in Section 2.3(d) of the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. (e) The Company has delivered or made available to Parent or Parent’s Representatives accurate and complete copies of all Company Equity Plans covering the Company Options and Company RSUs outstanding as of the date of this Agreement and the forms of all stock option award agreements evidencing such Company Options and forms Stock Awards (or if any individual award agreements contain terms that materially deviate from such forms, copies of stock unit agreements evidencing such Company RSUs. There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Companyindividual award agreements). (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (hd) Except (y) as otherwise set forth in this Section 2.3 and (z) for Company Options3.5, Company RSUs and Company Warrants outstanding as of the date close of this Agreement and purchase rights under business on the Company ESPPReference Date, there are no: (i) outstanding shares of capital stock of stock, or other securities of any Acquired Corporationequity interest in the Company; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests warrants or rights (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, acquire any shares of the capital stock, restricted stock unitunits, stock-based performance unit 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 the value of any shares of capital stock or other securities of any Acquired Corporationthe 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 Corporationthe Company; or (iv) stockholder rights plans (or similar plans plan commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (clauses (i) through (iv), collectively, “Company Securities”)securities. (ie) No Shares All grants of Company Options and RSUs were validly issued and properly approved by the Company Board (or a duly authorized committee thereof) in accordance with all applicable Legal Requirements and the terms of the applicable Company are owned by Equity Plan as of the applicable date of grant and the exercise price per Share of each Company Option was not less than the fair market value of a Share on the applicable date of grant. No Company Options or RSUs have been retroactively granted or the exercise price of any Subsidiary such Company Option determined retroactively in contravention of applicable Legal Requirements. Other than as set forth in Section 3.5(c), there is no issued, reserved for issuance, outstanding or authorized stock option, restricted stock unit award, performance stock unit award, restricted stock award, stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Company. (jf) All Section 3.5(f) of the Company Disclosure Schedule sets forth, with respect to each Company Stock Award (on a grant-by-grant basis) that is outstanding as of the close of business on the Reference Date: (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the Company Equity Plan pursuant to which such Company Option or RSU was granted, (iii) the grant date, (iv) the number of Shares have been offered issuable thereunder on the grant date, (v) the exercise price per Share with respect to each Company Option, (vi) the number of Shares subject thereto that are currently vested and issued unvested, (vii) the vesting schedule thereof (including any accelerated vesting), (viii) the expiration date thereof, (ix) whether such Company Option or RSU is subject to Section 409A of the Code, (x) for any Company Option, whether such Company Option is intended to qualify as an “incentive stock option” (as defined in compliance in all material respects Section 422 of the Code) and (xi) whether early exercise is permitted with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirementsrespect to any Company Option.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 125,000,000 Shares, of which 70,136,696 101,615,491 Shares had been issued and were outstanding as of the close of business on October 6August 27, 2023 (the “Reference Date”)2020, none of which were subject to vesting or employment-based forfeiture conditions; and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares are outstanding as of outstanding. From the close of business on the Reference Date. All of the outstanding shares of the capital stock of the Company have been duly authorized and validly issuedAugust 27, and are fully paid and nonassessable. Since the Reference Date 2020 through the date of this Agreement, the Company has not issued there have been no issuances of any new Shares, other than issuances of Shares or other Company Securities except pursuant to the exercise exercise, vesting or settlement, as applicable, of the purchase rights under the any Company ESPP, the vesting of Options or Company RSUs outstanding as of the Reference Date August 27, 2020 in accordance with their the terms or the exercise of such Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. (b) RSUs. All of the outstanding Shares and the outstanding shares of the capital stock or ordinary shares equity interests of the Company’s Subsidiaries other Acquired Corporations have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock or equity interests of the Acquired Corporations are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock or equity interests of the Acquired Corporations are subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract 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 of capital stock or equity interests of the Acquired Corporations. No Acquired Corporation is under any obligation, or bound by any Contract pursuant to which it may become obligated, obligation to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or equity interests of the Acquired Corporations. The Shares constitute the only outstanding class of securities of the Company any Acquired Corporation registered under the Securities Act. There are no voting trusts or other Contracts with respect to the voting of any Shares. (dc) As of the close of business on the Reference DateAugust 27, 2020: (i) 6,124,337 10,053,397 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Date, Plan and (ii) 2,941,121 ii)1,536,119 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans Plan. As of the close of business on June 30, 2020: (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), (iiiA) 3,040,147 6,607,438 Shares were reserved for future issuance under the Company Equity Plans, Plan and (ivB) 692,680 1,893,951 Shares were reserved for future issuance under the Company ESPP, (v) 110,000 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is assumed for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) and (vi) 8,727,547 Shares were subject to issuance upon exercise of the Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than as set forth in this Section 2.3(d) of the Company Disclosure Schedule3.3(c), there are is no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Companyany Acquired Corporation. (ed) The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering Except as set forth in this Section 3.3 and except for the Company Options and Company RSUs outstanding as of the date of this Agreement (and the forms of all stock option agreements evidencing such Company Options and forms of stock unit agreements evidencing such Company RSUs. There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (Shares issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (h) Except (y) as set forth in this Section 2.3 and (z) for Company Options, Company RSUs and Company Warrants outstanding as of the date of this Agreement and purchase rights under the Company ESPP), there are no: (i) outstanding shares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests warrants or rights (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Acquired Corporation, in each case other than derivative securities not issued by an Acquired Corporation; (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 Corporation; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (clauses (i) through (iv), collectively, “Company Securities”)securities. (ie) No Shares The Company has delivered or made available a true and correct listing of all Persons who hold outstanding Company Options or Company RSUs as of the close of business on August 24, 2020, indicating, with respect to each Company are owned by any Subsidiary Option or Company RSU, the number of Shares subject thereto and, with respect to Company Options, the Companyper-Share exercise price. (j) All outstanding Shares have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares, of which 70,136,696 Shares had been issued and were outstanding which, as of the close of business on October 6, 2023 (the “Reference Date”); and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares are outstanding as of the close of business on the Reference Date. All of the outstanding shares of the capital stock of the Company have been duly authorized and validly issued, and are fully paid and nonassessable. Since the Reference Date through the date of this Agreement, 17,692,447 shares have been issued and are outstanding (including 426 Restricted Shares) and 3,830 shares are held by the Company has not issued any new Shares as treasury shares; and (ii) 5,000,000 shares of Company Preferred Stock of which no shares have been issued, are outstanding or other Company Securities except pursuant to the exercise of the purchase rights under are held by the Company ESPP, the vesting of Company RSUs outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. (b) treasury shares. All of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries Shares have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Shares is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding Shares is subject to any right of first refusal in favor of the Company; and (iii) there is no Company Contract 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 Company and each of its Subsidiaries is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares or other securities, except for the Company’s right to repurchase or reacquire Restricted Shares held by an employee of the Company upon termination of such employee’s employment or upon any other forfeiture of a vesting condition. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters upon which the holders of Shares are entitled to vote. (c) As of the date of this Agreement: (i) 613,407 Shares are subject to issuance pursuant to stock options granted and outstanding under the Company’s 2001 Equity Incentive Plan, as amended; (ii) 1,743,077 Shares are subject to issuance pursuant to stock options granted and outstanding under the Company’s 2007 Equity Incentive Plan; (iii) 424,227 Shares are subject to issuance pursuant to restricted stock units issued and outstanding under the Company’s 2007 Equity Incentive Plan; (iv) 11,350 Shares are subject to outstanding rights under the Company’s 2007 Employee Stock Purchase Plan (the “ESPP”) (assuming that the closing price per Share as reported on the NASDAQ Global Select Market on the purchase date for the current offering period was equal to the Offer Price); (v) 104,444 Shares are subject to issuance pursuant to stock options granted and outstanding under the 2007 Non-Employee Directors Stock Option Plan; and (vi) 2,380,823 Shares are reserved for future issuance under the Company Equity Plans. The weighted-average per-Share exercise price of the Company Options outstanding as of the date of this Agreement that have a per-Share exercise price that is less than the Offer Price is $10.76. The Company has delivered or otherwise made available to Parent copies of all equity plans covering the Company Options, Restricted Shares and Restricted Stock Units outstanding as of the date of this Agreement, and the forms of all stock option agreements evidencing such Company Options, the forms of all option early exercise agreements evidencing such Restricted Shares and the forms of all restricted stock unit agreements evidencing such Restricted Stock Units. No award agreement evidencing any Company Equity Award contains material terms that are inconsistent with, or in addition to, such forms (except with respect to the number of awards or shares covered thereby, the grant date, the exercise price, the vesting schedule or the expiration date, as applicable). Each Company Option, Restricted Share, Restricted Stock Unit and right under the ESPP may, by its terms, be treated at the Effective Time as set forth in Section 6.3(a), (b) or (c), as applicable. No holder of a Company Option, Restricted Share or Restricted Stock Unit is entitled, at the Effective Time to any treatment of such Company Option, Restricted Share or Restricted Stock Unit other than as provided in Section 6.3(a), (b) or (c), as applicable. The exercise price of each Company Option is not less than the fair market value of a Share as determined on the date of grant of such Company Option. Each grant of Company Equity Awards was recorded on the Company’s financial statements (including any related notes thereto) for any period ending on or after the date of such grant and contained in the Company SEC Documents. (d) There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to the Company or any of its Subsidiaries. (e) Except as set forth in Section 3.3, there is not issued, reserved for issuance or outstanding, and there is not any stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any of its Subsidiaries is or may become obligated to issue, deliver or sell, or cause to be issued, delivered or sold: (i) any shares of capital stock or other securities of the Acquired Corporations Company or any of its Subsidiaries; (ii) any subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of capital stock or other securities of the Company or any of its Subsidiaries, share of deferred stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based upon or derived from, the value of any shares of capital stock or other securities of the Company or any of its Subsidiaries or the value of the Company or any of its Subsidiaries or any part thereof; or (iii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of capital stock or other securities of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to (A) any voting agreement with respect to the voting of any of its shares of capital stock or other securities or (B) any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of its Subsidiaries. (f) The authorized capital stock of Cartesian consists of 100 shares of stock, all of which shares have been issued and are outstanding as of the date of this Agreement. Each outstanding share of capital stock of Cartesian is (i) duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and (ii) held by Xx. Xxxxxx Xxxxxx free and clear of any Encumbrance (except for Permitted Encumbrances and Encumbrances for the benefit of the Company under the Succession Agreement dated December 31, 2005 by and among Cartesian, Xx. Xxxxxx and the Company (the “Succession Agreement”)). Except as provided in the Succession Agreement: (x) none of the outstanding shares of Cartesian stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (y) none of the outstanding shares of Cartesian stock is subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to votePerson; and (ivz) to the knowledge of the Company, there is no Contract 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 of capital stock of Cartesian stock. Except as provided in the Acquired Corporations. No Acquired Corporation Succession Agreement, there is not issued, reserved for issuance or outstanding, and there is not any Contract under any obligationwhich Cartesian is or may become obligated to issue, deliver or sell, or bound by cause to be issued, delivered or sold: (A) any Contract pursuant to which it may become obligated, to 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 Contracts with respect to the voting of any Shares. (d) As of the close of business on the Reference Date: (i) 6,124,337 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Date, (ii) 2,941,121 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), (iii) 3,040,147 Shares were reserved for future issuance under Company Equity Plans, (iv) 692,680 Shares were reserved for future issuance under the Company ESPP, (v) 110,000 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is assumed for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) and (vi) 8,727,547 Shares were subject to issuance upon exercise of the Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than as set forth in Section 2.3(d) of the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. (e) The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options and Company RSUs outstanding as of the date of this Agreement and the forms of all stock option agreements evidencing such Company Options and forms of stock unit agreements evidencing such Company RSUs. There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (h) Except (y) as set forth in this Section 2.3 and (z) for Company Options, Company RSUs and Company Warrants outstanding as of the date of this Agreement and purchase rights under the Company ESPP, there are no: (i) outstanding shares of capital stock of or other securities of any Acquired CorporationCartesian; (iiB) outstanding subscriptionsany subscription, optionsoption, callscall, warrants, equity warrant or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests or rights right (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, acquire any shares of the capital stock or other securities of Cartesian, share of deferred stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on upon or derived from from, the value of any shares of capital stock or other securities of Cartesian or the value of Cartesian or any Acquired Corporationpart thereof; or (iiiC) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Cartesian. Except for the Succession Agreement, Cartesian is not a party to (1) any Acquired Corporation; or (iv) stockholder rights plans (or similar plans commonly referred voting agreement with respect to as a “poison pill”) or Contracts under which the voting of any Acquired Corporation is or may become obligated to sell or otherwise issue any of its shares of its capital stock or any other securities or (clauses (i2) through (iv)any agreement pursuant to which any Person is entitled to elect, collectively, “Company Securities”)designate or nominate any director of Cartesian. (i) No Shares of the Company are owned by any Subsidiary of the Company. (j) All outstanding Shares have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Sharesshares of Common Stock, no par value, of which 70,136,696 Shares had [33,962,500] shares have been issued and were are outstanding as of the close date of business on October 6, 2023 (the “Reference Date”)this Agreement; and (ii) 10,000,000 1,000,000 shares of Company Preferred Stock, par value $.001 per share, none of which no shares are have been issued or outstanding as of the close date of business on the Reference Datethis Agreement. All of the outstanding shares of the capital stock of the Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. Since the Reference Date through the date of this Agreement, the Company has not issued any new Shares or other Company Securities except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting All outstanding shares of Company RSUs Common Stock, and all outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. (b) All of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries have been duly authorized issued and validly issued, and are fully paid and nonassessable. granted in compliance with (i) None of the outstanding shares of capital stock of the Acquired Corporations are entitled or subject to any preemptive rightall applicable securities laws and other applicable Legal Requirements, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; and (ii) none all requirements set forth in applicable Contracts. Part 2.3(a) of the outstanding shares of capital stock Company Disclosure Schedule provides an accurate and complete description of the Acquired Corporations are subject terms of each repurchase option which is held by the Company and to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract 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 of capital stock of the Acquired Corporations. No Acquired Corporation Company is under any obligation, or bound by any Contract pursuant to which it may become obligated, to 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 Contracts with respect to the voting of any Sharessubject. (db) As The Company has reserved 1,008,875 shares of the close of business on the Reference Date: (i) 6,124,337 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Date, (ii) 2,941,121 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), (iii) 3,040,147 Shares were reserved Common Stock for future issuance under Company Equity Plans, (iv) 692,680 Shares were reserved for future issuance under the Company ESPPStock Option Plans, of which options to purchase [1,019,219] shares are outstanding as of the date of this Agreement. Part 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each option to purchase Common Stock of the Company outstanding as of the date hereof (whether vested or unvested) (the "Company Options"): (i) the name of 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 Option is immediately exercisable; (iii) the date on which such Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) 110,000 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing exercise price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until share of Company Common Stock purchasable under such purchase date (which is assumed for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) Company Option; and (vi) 8,727,547 Shares were subject to issuance upon exercise whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such dateCode. Other than Except as set forth in Section 2.3(dPart 2.3(b) of the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. (e) The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options and Company RSUs outstanding as of the date of this Agreement and the forms of all stock option agreements evidencing such Company Options and forms of stock unit agreements evidencing such Company RSUs. There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (h) Except (y) as set forth in this Section 2.3 and (z) for Company Options, Company RSUs and Company Warrants outstanding as of the date of this Agreement and purchase rights under the Company ESPP, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests or rights right (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of acquire any shares of capital stock or other securities of any Acquired Corporationthe Company; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any Acquired Corporationthe Company; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any Acquired Corporation the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (clauses (i) through of the Company; or (iv), collectively, “Company Securities”). (i) No Shares to the knowledge of the Company are owned Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Subsidiary Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. (jc) The Company has no Subsidiaries except for the corporations identified in Part 2.3(c) of the Company Disclosure Schedule. All outstanding Shares shares of capital stock of the Company Subsidiaries have been offered duly authorized and issued are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any Encumbrances. (d) Except as set forth in Part 2.3(d) of the Company Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance in with (i) the applicable provisions of the GBCC and all material respects with all other applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements(ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Sharesshares of Company Common Stock, of which 70,136,696 Shares had 53,784,256 shares have been issued and were are outstanding as of the close date of business on October 6this Agreement, 2023 (and of which 3,066,726 have been issued and are held as treasury shares as of the “Reference Date”)date of this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, $0.001 par value per share, of which no shares are outstanding issued and outstanding. Except as set forth in Part 2.3(a)(i) of the close Company Disclosure Schedule, the Company does not hold any shares of business on the Reference Dateits capital stock in its treasury. All of the outstanding shares of the capital stock of the Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Since There are no shares of Company Common Stock held by any of the Reference Date through the date other Acquired Corporations. Except as set forth in Part 2.3(a)(ii) of this Agreement, the Company has not issued any new Shares or other Company Securities except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. Disclosure Schedule: (bi) All none of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are is no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract 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 of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired CorporationsCompany Common Stock. The Shares constitute the only outstanding class of securities Part 2.3(a)(iii) of the Company registered under Disclosure Schedule describes all repurchase rights held by the Securities Act. There are no voting trusts or other Contracts Company with respect to shares of Company Common Stock (whether such shares were issued pursuant to the voting exercise of any SharesCompany Options or otherwise). (db) As of the close date of business on the Reference Datethis Agreement: (i) 6,124,337 Shares were subject to issuance pursuant to 1,370,350 shares of Company Options Common Stock are issuable upon the exercise of stock options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Date, Company's 1998 Stock Incentive Plan; (ii) 2,941,121 Shares were subject to issuance pursuant to 4,461,032 shares of Company RSUs Common Stock are issuable upon the exercise of stock options granted and outstanding under the Company Company's 1999 Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), Incentive Plan; (iii) 3,040,147 Shares were reserved for future issuance 3,233,535 shares of Company Common Stock are issuable upon the exercise of stock options granted and outstanding under Company Equity Plans, the Company's 2000 Non-Officer Stock Plan; (iv) 692,680 Shares were reserved for future issuance 1,916,833 shares of Company Common Stock are issuable upon the exercise of stock options granted and outstanding under the Guild.com, Inc. Stock Option Plan assumed by the Company ESPPin connection xxxx xxx acquisition of Guild.com, Inc.; and (v) 110,000 Shares 1,662,500 shares of Company Common Stock are estimated xxxxxxxx for issuance pursuant to be subject the Company's 1999 Employee Stock Purchase Plan (the "ESPP"). (Options to outstanding purchase rights under shares of Company Common Stock (whether granted by the Company ESPP (assuming that pursuant to the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is Company's stock option plans, assumed for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) and (vi) 8,727,547 Shares were subject to issuance upon exercise of by the Company Warrantsin connection with any merger, such acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as "Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than as set forth in Section 2.3(dOptions.") Part 2.3(b) of the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards Schedule sets forth the following information with respect to the Company. (e) The each Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options and Company RSUs Option outstanding as of the date of this Agreement 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 delivered to Parent 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 stock option agreements evidencing such Company Options and forms of stock unit agreements evidencing such Company RSUs. There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Companyoptions. (fc) (i) Section 2.3(fAs of the date of this Agreement, 928,636 shares of Company Common Stock are reserved for issuance pursuant to Company Warrants. Part 2.3(c) of the Company Disclosure Schedule sets forth, as of forth the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: following information with respect to all such each Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (h) Except (y) as set forth in this Section 2.3 and (z) for Company Options, Company RSUs and Company Warrants Warrant outstanding as of the date of this Agreement Agreement: (i) the name of the holder of such Company Warrant; (ii) the number of shares of Company Common Stock subject to such Company Warrant; (iii) the exercise price of such Company Warrant; (iv) the date on which such Company Warrant was granted; (v) the applicable vesting schedule, and purchase rights under the extent to which such Company Warrant is vested and exercisable as of the date of this Agreement; and (vi) the date on which such Company Warrant expires. The Company has delivered to Parent accurate and complete copies of all Company Warrants. (d) Except as set forth in Part 2.3(b) or Part 2.3(c) of the Company ESPPDisclosure Schedule, there are is no: (i) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests or rights right (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Acquired CorporationCorporations; (iiiii) outstanding securitiessecurity, instruments, bonds, debentures, notes instrument or obligations obligation that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationCorporations; or (iviii) stockholder rights plans plan (or similar plans plan commonly referred to as a “"poison pill”") or Contracts Contract under which any of the Acquired Corporation Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. (e) All outstanding shares of Company Common Stock, options, warrants and other securities (clauses of the Acquired Corporations have been issued and granted in compliance with (i) through all applicable securities laws and other applicable Legal Requirements, and (iv)ii) all requirements set forth in applicable Contracts. All shares of Company Common Stock, collectivelyoptions, “Company Securities”)warrants and other securities of the Acquired Corporations repurchased or redeemed by any of the Acquired Corporations have been repurchased or redeemed in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. (if) No Shares 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. (g) The board of directors and the stockholders of the Company are owned by any Subsidiary of have duly approved the CompanyOctober Reverse Stock Split. (j) All outstanding Shares have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares, 200,000,000 shares of which 70,136,696 Shares had been issued and were outstanding as of the close of business on October 6, 2023 (the “Reference Date”)Company Common Stock; and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares are outstanding as . (b) As of the close of business on November 16, 2017 (the Reference “Company Listing Date”): (i) 69,155,715 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued or outstanding; (iii) 1,130,095 shares of Company Common Stock were subject to issuance pursuant to Company Options; (iv) 3,455,660 shares of Company Common Stock were subject to issuance pursuant to Company RSUs; and (v) 222,533 shares of Company Common Stock (assuming achievement of the target level of performance at the end of the applicable performance period) were subject to issuance pursuant to Company PRSUs. From the close of business on the Company Listing Date until the date of this Agreement, no shares of Company Common Stock or Company Preferred Stock have been issued, except for shares of Company Common Stock issued pursuant to the exercise of Company Options or the vesting of Company RSUs or Company PRSUs, in each case, outstanding on the Company Listing Date and in accordance with their terms. (c) The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of the capital stock of the Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. Since the Reference Date through the date of this Agreement, the Company has not issued any new Shares or other Company Securities except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. (b) All of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock . None of the Acquired Corporations are subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract 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 of capital stock of the Acquired Corporations. No Acquired Corporation Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of Company Common Stock or any other securities of the Company, or to provide funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Acquired Company registered under the Securities Actor any other Person. There are no voting trusts or other Contracts repurchase rights held by the Company with respect to shares of Company Common Stock (whether such shares of Company Common Stock were issued pursuant to the voting exercise of Company Options or otherwise). There are no shares of Company Common Stock beneficially owned by any SharesCompany Subsidiary. (d) As of the close of business on the Reference Date: (i) 6,124,337 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Listing Date, (ii) 2,941,121 Shares were subject to issuance pursuant to 3,542,739 shares of Company RSUs granted and outstanding under the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), (iii) 3,040,147 Shares Common Stock were reserved for future issuance under pursuant to the Company Equity Plans, (iv) 692,680 Shares were reserved for future issuance under the Company ESPP, (v) 110,000 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is assumed for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) and (vi) 8,727,547 Shares were subject to issuance upon exercise of the Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than as set forth in Section 2.3(d) of the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. (e) The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options and Company RSUs outstanding as of the date of this Agreement and the forms of all stock option agreements evidencing such Company Options and forms of stock unit agreements evidencing such Company RSUs. There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (h) Except (yx) as set forth in this Section 2.3 Sections 2.3(b) and 2.3(d), (y) for securities owned by any of the Acquired Companies and (z) for changes since the Company Options, Listing Date resulting from the exercise of Company Options outstanding on the Company Listing Date or the vesting of Company RSUs and or Company Warrants PRSUs outstanding as of the date of this Agreement and purchase rights under on the Company ESPPListing Date in accordance with their terms, there are no: (i) outstanding shares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding equity-based compensation awards, subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, warrants or other equity rights, Contracts, arrangements or equity based interests commitments of any character issued or rights granted by any Acquired Company relating to the issued or unissued capital stock of any Acquired Company (whether or not currently exercisable) or obligating any Acquired Company to acquire, issue or the value of which is measured by reference to, any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of sell any shares of capital stock of, or other equity interests in, such Acquired Company; (ii) shares of capital stock of, or other voting securities of or ownership interests in, any Acquired CorporationCompany that have been issued by any Acquired Company which are outstanding; (iii) outstanding securities, instruments, bonds, debentures, notes instruments or obligations issued by any Acquired Company that are or may become convertible into into, or exchangeable for for, any shares of the capital stock or other securities of any Acquired CorporationCompany; (iv) outstanding restricted shares, restricted stock units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights issued or granted by any Acquired Company that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of any capital stock or other voting securities (including any bonds, debentures, notes or other indebtedness that have, or are convertible into securities that have, voting rights) or ownership interests in any Acquired Company; or (ivv) stockholder rights plans (or similar plans containing any aspects commonly referred to as a “poison pill”) or Contracts under which any of the Acquired Corporation Companies is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities securities. (clauses f) Part 2.3(f) of the Company Disclosure Schedule sets forth the following information with respect to each Company Equity Award outstanding as of the Company Listing Date: (i) through the particular Company Equity Plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name of the holder of such Company Equity Award; (iii) the number of shares of Company Common Stock subject to such Company Equity Award; (iv)) if such Company Equity Award is a Company Option, collectivelythe exercise price of such Company Option and whether such Company Option is intended to qualify as an “incentive stock option” under Section 422 of the Code; (v) the date on which such Company Equity Award was granted; (vi) the extent to which such Company Equity Award is fully or partially vested or unvested and exercisable as of the date of this Agreement; (vii) the date on which such Company Equity Award expires; and (viii) if such Company Equity Award is a Company PRSU, the threshold, target and maximum levels of performance thereunder, if applicable. 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 (the “Company SecuritiesGrant Date”). (i) No Shares by all necessary corporate action, including, as applicable, approval by the board of directors of the Company are owned (or a duly constituted and authorized committee thereof or other authorized designee) and any required stockholder approval by any Subsidiary the necessary number of the Company. (j) All outstanding Shares have been offered and issued in compliance votes or written consents. Each grant of a Company Equity Award was made in all material respects in accordance with (A) the terms of the applicable compensation plan or arrangement of the Company and (B) all applicable securities Legal Requirements. Each Company Option was issued with an exercise price that was at least equal to the fair market value of a share of Company Common Stock, including as determined in accordance with Section 409A of the Securities Act Code, on the applicable Grant Date. The Company has Made Available to Parent accurate and “blue sky” Legal Requirementscomplete copies of all Company Equity Plans, all forms of award agreements thereunder, in each case, in effect on the date of this Agreement. The Company has the requisite authority under the terms of the applicable Company Equity Plan, the applicable award agreements and any other applicable Contract to take the actions contemplated by Section 5.5, and the adjustment or the amendment of the terms, or cancellation, of Company Equity Awards described in Section 5.5, shall, as of the Effective Time, be binding on the holders of Company Equity Awards purported to be covered thereby.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Sharesshares of Company Common Stock, of which 70,136,696 Shares had been 34,563,878 shares were issued and were outstanding as of the close date of business on October 6, 2023 (the “Reference Date”)this Agreement; and (ii) 10,000,000 5,000,000 shares of Company Preferred Stock, of which 90,000 are designated as Series B Participating Preferred Stock, and of which no shares are issued or outstanding. As of the date of this Agreement, 7,495,964 shares of Company Common Stock were subject to issuance pursuant to outstanding Company Options, and (ii) the Company holds 3,370,279 shares of Company Common Stock in its treasury. Part 2.2(a) of the Company Disclosure Schedule sets forth a complete and correct list of Company Options that are outstanding as of the close date of business on this Agreement and the Reference Date. applicable exercise price of such option. (b) All of the outstanding shares of the capital stock of the Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Since the Reference Date through the date of this Agreement, the Company has not issued any new Shares or other Company Securities except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. (b) All of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none . None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there Company. There is no Company Contract currently in effect 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 of capital stock of the Acquired CorporationsCompany Common Stock. No Acquired Corporation The Company is not under any obligation, or nor is it bound by any Contract pursuant to which it may become obligated, to repurchaseacquire, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for the Company’s right to acquire restricted shares of Company Common Stock held by a Company Employee upon termination of such Company Employee’s employment, or to make an investment (in the form or a loan, capital stock of the Acquired Corporations. The Shares constitute the only outstanding class of contribution or otherwise) in, any Person or to register any securities of the Company registered under the Securities Act. There are no voting trusts or other Contracts with respect to the voting of any Shares. (dc) As of the close of business on the Reference Date: Except for (i) 6,124,337 Shares were subject to issuance pursuant to the outstanding Company Common Stock and Company Options granted and outstanding under described in the Company Equity Plans, such outstanding Company Options having a weighted average exercise price first two sentences of $79.15 per Share as of the Reference DateSection 2.2 above, (ii) 2,941,121 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance)Notes, (iii) 3,040,147 Shares were reserved for future issuance under the Company Equity PlansRights Agreement, (iv) 692,680 Shares were reserved for future issuance under shares of Company Common Stock issued pursuant to the exercise of Company ESPPOptions, (A) outstanding as of the date of this Agreement or (B) granted in compliance with the provisions of Section 4.2, (v) 110,000 Shares are estimated Company Options granted in compliance with the provisions of Section 4.2, (vi) shares of Company Common Stock issued pursuant to be subject to outstanding purchase rights under the Company ESPP in compliance with the provisions of Section 5.3, (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is assumed for this purpose to occur on November 23, 2023vii) at the levels in place as shares of Company Common Stock issued upon valid conversion of any of the Reference Date) Notes, and (viviii) 8,727,547 Shares were subject to issuance upon exercise of the Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than as set forth in Section 2.3(dPart 2.2(c) of the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards with respect to the Company. (e) The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options and Company RSUs outstanding as of the date of this Agreement and the forms of all stock option agreements evidencing such Company Options and forms of stock unit agreements evidencing such Company RSUs. There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (h) Except (y) as set forth in this Section 2.3 and (z) for Company Options, Company RSUs and Company Warrants outstanding as of the date of this Agreement and purchase rights under the Company ESPP, there are is no: (ix) outstanding shares of capital stock of subscription, option, call, warrant or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests or rights right (whether or not currently exercisable) pursuant to acquirea Contract to which the Company or any of its Subsidiaries is a party, or the value of which is measured by reference toany so authorized, any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Acquired Corporation; (iii) outstanding securities, instruments, bonds, debentures, notes or obligations that are or may become convertible into or exchangeable for to acquire any shares of the capital stock or other securities of the Company or any Acquired Corporationof its Subsidiaries; (y) outstanding or authorized to be issued capital stock or security, instrument or obligation or other rights that is or may become convertible into or exchangeable or exercisable for any shares of the capital stock or such securities or other rights (which term, for purposes of this Agreement, shall be deemed to include “phantom” stock or other commitments that provide any right to receive value or benefits similar to such capital stock, security or other rights) of any of the Company or any of its Subsidiaries; or (ivz) stockholder rights plans plan (or similar plans plan commonly referred to as a “poison pill”) or Contracts Contract under which the Company or any Acquired Corporation of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (clauses (i) through (iv)securities. There are no voting trusts, collectivelyproxies or similar agreements, “arrangements or commitments to which the Company Securities”)or any of its Subsidiaries is a party or of which the Company has knowledge with respect to the voting of any shares of capital stock of the Company or any of its Subsidiaries. (id) No Shares Each share of Company Common Stock outstanding immediately prior to the Effective Time that is restricted and not fully vested under any applicable restricted stock agreement or other Contract with the Company will become fully vested and unrestricted as of the Company are owned by any Subsidiary of the CompanyEffective Time. (je) All As of October 20, 2006, the Company had cash, cash equivalents, and short term investments of $228,389,000, restricted cash of $3,954,000, and principal amount of indebtedness for borrowed money outstanding Shares have been offered and issued of $290,000,000, in compliance in all material respects with all applicable securities Legal Requirements, including each case rounded to the Securities Act and “blue sky” Legal Requirementsnearest thousand.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Sharesshares of Company Common Stock, of which 70,136,696 Shares had 53,784,256 shares have been issued and were are outstanding as of the close date of business on October 6this Agreement, 2023 (and of which 3,066,726 have been issued and are held as treasury shares as of the “Reference Date”)date of this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, $0.001 par value per share, of which no shares are outstanding issued and outstanding. Except as set forth in Part 2.3(a)(i) of the close Company Disclosure Schedule, the Company does not hold any shares of business on the Reference Dateits capital stock in its treasury. All of the outstanding shares of the capital stock of the Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Since There are no shares of Company Common Stock held by any of the Reference Date through the date other Acquired Corporations. Except as set forth in Part 2.3(a)(ii) of this Agreement, the Company has not issued any new Shares or other Company Securities except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. Disclosure Schedule: (bi) All none of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. (i) None of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are Company Common Stock is subject to any right of first refusal in favor of any Acquired Corporationthe Company; and (iii) there are is no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract 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 of capital stock Company Common Stock. None of the Acquired Corporations. No Acquired Corporation Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Acquired CorporationsCompany Common Stock. The Shares constitute the only outstanding class of securities Part 2.3(a)(iii) of the Company registered under Disclosure Schedule describes all repurchase rights held by the Securities Act. There are no voting trusts or other Contracts Company with respect to shares of Company Common Stock (whether such shares were issued pursuant to the voting exercise of any SharesCompany Options or otherwise). (db) As of the close date of business on the Reference Datethis Agreement: (i) 6,124,337 Shares were subject to issuance pursuant to 1,370,350 shares of Company Options Common Stock are issuable upon the exercise of stock options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Date, Company's 1998 Stock Incentive Plan; (ii) 2,941,121 Shares were subject to issuance pursuant to 4,461,032 shares of Company RSUs Common Stock are issuable upon the exercise of stock options granted and outstanding under the Company Company's 1999 Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), Incentive Plan; (iii) 3,040,147 Shares were reserved for future issuance 3,233,535 shares of Company Common Stock are issuable upon the exercise of stock options granted and outstanding under Company Equity Plans, the Company's 2000 Non-Officer Stock Plan; (iv) 692,680 Shares were reserved for future issuance 1,916,833 shares of Company Common Stock are issuable upon the exercise of stock options granted and outstanding under the Guixx.xxx, Xnc. Stock Option Plan assumed by the Company ESPPin connection with its acquisition of Guixx.xxx, Xnc.; and (v) 110,000 Shares 1,662,500 shares of Company Common Stock are estimated reserved for issuance pursuant to be subject the Company's 1999 Employee Stock Purchase Plan (the "ESPP"). (Options to outstanding purchase rights under shares of Company Common Stock (whether granted by the Company ESPP (assuming that pursuant to the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is Company's stock option plans, assumed for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) and (vi) 8,727,547 Shares were subject to issuance upon exercise of by the Company Warrantsin connection with any merger, such acquisition or similar transaction or otherwise issued or granted) are referred to in this Agreement as "Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than as set forth in Section 2.3(dOptions.") Part 2.3(b) of the Company Disclosure Schedule, there are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation or similar rights or equity-based awards Schedule sets forth the following information with respect to the Company. (e) The each Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options and Company RSUs Option outstanding as of the date of this Agreement and the forms of all stock option agreements evidencing such Company Options and forms of stock unit agreements evidencing such Company RSUs. There are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect to any Subsidiary of the Company. (f) Agreement: (i) Section 2.3(fthe particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, optionee; (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (Diii) the number of shares of Company Common Stock subject to such Company Options Option; (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (Eiv) the exercise price and expiration date for of such Company Options and Company Warrants, Option; (Fv) the vesting schedule and (G) the date on which such Company Equity Plans under which the applicable Company Options and Company RSUs were Option was granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (h) Except (y) as set forth in this Section 2.3 and (z) for Company Options, Company RSUs and Company Warrants outstanding as of the date of this Agreement and purchase rights under the Company ESPP, there are no: (i) outstanding shares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awards, phantom stocks, stock appreciations, profit participations, or other equity or equity based interests or rights (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any Acquired Corporation; (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 Corporation; or (iv) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which any Acquired Corporation is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (clauses (i) through (ivvi), collectively, “Company Securities”). (i) No Shares of the Company are owned by any Subsidiary of the Company. (j) All outstanding Shares have been offered and issued in compliance in all material respects with all applicable securities Legal Requirements, including the Securities Act and “blue sky” Legal Requirements.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 100,000,000 Shares1,000,000,000 shares of Company Class A Common Stock, of which 70,136,696 Shares had 121,474,081 shares have been issued and were are outstanding as of 4:00 p.m. Eastern time on February 15, 2024 (the “Capitalization Date”); (ii) 200,000,000 shares of Company Class B Common Stock, of which 76,180,453 shares have been issued and are outstanding as of the close Capitalization Date; (iii) 150,000,000 shares of business on October 6Company Class C Common Stock, 2023 (of which no shares have been issued or are outstanding as of the “Reference Capitalization Date”); and (iiiv) 10,000,000 100,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding as of the close Capitalization Date. During the period from the Capitalization Date to the date of business on this Agreement, the Reference Company has not issued or granted any shares of its capital stock, Company Equity Awards or other equity interests in the Company, or securities convertible into or exchangeable for such capital stock, Company Equity Awards or other equity interests in the Company, other than pursuant to the exercise, vesting and settlement of Company Equity Awards granted prior to the Capitalization Date, in accordance with their terms as in effect as of the Capitalization Date. (b) The Company does not hold any shares of its capital stock in its treasury. There are no shares of Company Common Stock beneficially owned by any Subsidiary of the Company. All of the outstanding shares of the capital stock of the Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Since the Reference Date through the date There are no shares of this Agreement, the Company has not issued Common Stock held by any new Shares or other Company Securities except pursuant to the exercise of the purchase rights under the Company ESPP, the vesting of Company RSUs outstanding as of the Reference Date in accordance with their terms or the exercise of Company Options or Company Warrants outstanding as of the Reference Date in accordance with their terms and, since the Reference Date, the Company has not issued any Company Options, Company Warrants or other equity based awards, in each case, other than pursuant to any offer of employment or Contract executed on or prior to the date of the Reference Date. (b) All of the outstanding shares of the capital stock or ordinary shares of the Company’s Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. (i) Acquired Companies. None of the outstanding shares of capital stock of the Acquired Corporations are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of capital stock of the Acquired Corporations are subject to any right of first refusal in favor of any Acquired Corporation; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Corporation having a right to vote on any matters on which the stockholders of the Acquired Corporations have a right to vote; and (iv) there is no Contract 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 of capital stock of the Acquired Corporations. No Acquired Corporation Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to 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 Common Stock or other Contracts with respect to the voting of any Sharessecurities. (dc) As of the close of business on the Reference Capitalization Date: (i) 6,124,337 Shares were 14,051,566 shares of Company Common Stock are subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, such outstanding Company Options having a weighted average exercise price of $79.15 per Share as of the Reference Date, ; (ii) 2,941,121 Shares were 2,931,292 shares of Company Common Stock are reserved for future issuance pursuant to the Company’s 2021 Employee Stock Purchase Plan (the “ESPP”); (iii) (A) 12,278,219 shares of Company Common Stock are subject to issuance and/or delivery pursuant to Company RSUs that vest solely based on time-based vesting requirements; and (B) up to a maximum of 3,307,784 shares of Company Common Stock (1,653,892 target shares of Company Common Stock) are subject to issuance and/or delivery pursuant to Company RSUs that vest based on performance-based vesting requirements; (iv) no shares of restricted Company Common Stock are outstanding; (v) no shares of Company Common Stock are subject to stock appreciation rights, whether granted and outstanding under the Company Equity Plans (with Company RSUs that vest based upon attainment of performance conditions measured at the maximum level of performance), (iii) 3,040,147 Shares were reserved for future issuance under Company Equity Plans, (iv) 692,680 Shares were reserved for future issuance under the Company ESPP, (v) 110,000 Shares are estimated to be subject to outstanding purchase rights under the Company ESPP (assuming that the closing price per Share as reported on the purchase date for the current offering period was equal to $31.46 and employee contributions continue until such purchase date (which is assumed for this purpose to occur on November 23, 2023) at the levels in place as of the Reference Date) or otherwise; and (vi) 8,727,547 Shares were subject to issuance upon exercise of no Company Equity Awards are outstanding other than those granted under the Company Warrants, such Company Warrants having a weighted average exercise price of $0.001 as of such date. Other than as set forth in Section Equity Plans. (d) Part 2.3(d) of the Disclosure Schedule accurately sets forth the following information with respect to each Company Disclosure ScheduleEquity Award outstanding as of the Capitalization Date: (A) the Company Equity Plan (if any) pursuant to which such Company Equity Award was granted; (B) the name of the holder of such Company Equity Award; (C) the number of shares of Company Common Stock subject to such Company Equity Award (including, there are no issuedfor Company Equity Awards subject to performance-based vesting requirements, reserved for issuanceboth the target and the maximum number of shares of Company Common Stock); (D) the exercise price (if any) of such Company Equity Award; (E) the date on which such Company Equity Award was granted; (F) the applicable vesting schedule (including any performance-based vesting requirements), outstanding or authorized and the extent to which such Company Equity Award is vested and/or exercisable (including achievement of any performance-based vesting requirements and the number of shares of Company Common Stock vested due to the achievement of any performance- based vesting requirements); (G) the date on which such Company Equity Award expires; (H) if such Company Equity Award is a Company Option, whether it is an “incentive stock option” (as defined in the Code) or a non-qualified stock option; (I) if such Company Equity Award is a Company RSU, whether such Company RSU is subject to Section 409A of the Code and the regulations and guidance thereunder (“Section 409A”); and (J) whether the vesting of such Company Equity Award would be accelerated, in whole or in part, as a result of the consummation of the Merger, whether alone or in combination with any termination of employment or other event. The Company has no payments owing or contemplated under a dividend equivalent right (whether in cash, stock appreciationor otherwise) with respect to Company Equity Awards. The exercise price of each Company Option is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including any related notes thereto) contained in the Company SEC Reports in accordance with GAAP, phantom stock, stock unit, restricted stock unit, stock-based performance unit, profit participation and no such grants involved any “back dating,” or similar rights or equity-based awards practices with respect to the Companyeffective date of grant (whether intentionally or otherwise). All outstanding Company Equity Awards have been granted under the Company Equity Plans. (e) The Company has delivered or made available Made Available to Parent or Parent’s Representatives accurate and complete copies of all equity-based plans, or, if not granted under an equity plan, such other Contract, pursuant to which any stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock awards (including all outstanding Company Equity Plans covering the Company Options and Company RSUs Awards, whether payable in equity, cash or otherwise) that are outstanding as of the date of this Agreement Agreement, and the forms of all stock option option, stock appreciation right, restricted stock unit, deferred stock unit and restricted stock award agreements evidencing such stock options, stock appreciation rights, restricted stock units, deferred stock units or restricted stock awards (whether payable in equity, cash or otherwise). As of the Capitalization Date, 44,768,816 shares of Company Options and forms of stock unit agreements evidencing such Company RSUs. There Common Stock are no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, stock unit, profit participation or similar rights or equity-based awards with respect future issuance pursuant to any Subsidiary of Company Equity Awards not yet granted under the CompanyCompany Equity Plans. (f) (i) Section 2.3(f) of the Company Disclosure Schedule sets forth, as of the Reference Date, a true and complete list of all Company Options, Company Warrants and Company RSUs, including: with respect to all such Company Options, Company Warrants and Company RSUs, (A) the holder’s name or employee identification number, (B) the date such Company Options, Company Warrants and Company RSUs were granted, (C) the type of Company Options, Company Warrants and Company RSUs, (D) the number of shares subject to such Company Options (issuable upon exercise), Company Warrants (issuable upon exercise) and Company RSUs (assuming the maximum number of shares in the case of performance-based Company RSUs), (E) the exercise price and expiration date for Company Options and Company Warrants, (F) the vesting schedule and (G) the Company Equity Plans under which the applicable Company Options and Company RSUs were granted, and (ii) for the Company ESPP, the maximum number of Shares issuable at the end of the current purchase period. (g) (i) All Company Options and Company RSUs have been validly and properly approved by the Board of Directors (or a duly authorized committee or subcommittee thereof) and granted in compliance with all applicable Legal Requirements and the terms of the applicable Company Equity Plans and (ii) all Company Options, Company Warrants and Company RSUs are recorded on the consolidated financial statements of the Company in accordance with GAAP. (h) Except (yx) as set forth in this Section 2.3 and or in Part 2.3 of the Disclosure Schedule or (zy) for any shares of Company Common Stock issued (I) pursuant to the exercise, vesting and settlement of Company Equity Awards, or issuance of shares of Company Class A Common Stock pursuant to outstanding Company Options, Company RSUs and Company Warrants outstanding in each case granted prior to the Capitalization Date, in accordance with their terms as in effect as of the date Capitalization Date or (II) in compliance with Section 4.2(b)(ii) of this Agreement and purchase rights under the Company ESPPAgreement, there are is no: (i) outstanding shares of capital stock of or other securities of any Acquired Corporation; (ii) outstanding subscriptions, options, calls, warrants, equity or equity-based compensation awardsaward, phantom stockssubscription, stock appreciationsoption, profit participationscall, warrant or other equity or equity based interests or rights right (whether or not currently exercisable) to acquire, or the value of which is measured by reference to, acquire any shares of the capital stock, restricted stock unit, stock-based performance unit or any other right that is linked to, or the value of which is in any way based on or derived from the value of any shares of capital stock or other securities of any of the Acquired CorporationCompanies; (iiiii) outstanding securitiessecurity, instrumentsinstrument or obligation, bondsin each case, debentures, notes or obligations that are is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Acquired CorporationCompanies; or (iviii) stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts Contract under which any of the Acquired Corporation Companies is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities. There is no stockholder rights plan (or similar plan commonly referred to as a “poison pill”) in effect. (g) There is no Company Contract providing for the voting or registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any shares of Company Common Stock. (h) All outstanding shares of Company Common Stock, options, equity-based compensation awards (whether payable in equity, cash or otherwise) and other securities (clauses of the Acquired Companies have been issued and granted in compliance in all material respects with: (i) through all applicable securities laws and other applicable Legal Requirements; and (iv), collectively, “Company Securities”)ii) all requirements set forth in applicable Contracts. (i) No Shares All of the Company outstanding shares of capital stock of each of the Significant Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by any Subsidiary of the Company, free and clear of any Encumbrances (other than Permitted Encumbrances). (j) All of the outstanding Shares shares of capital stock of each of the Company’s Subsidiaries (other than the Significant Subsidiaries) have been offered duly authorized and issued in compliance in all material respects with all applicable securities Legal Requirementsvalidly issued, including are fully paid and nonassessable and free of preemptive rights, and are owned beneficially and of record by the Securities Act Company, free and “blue sky” Legal Requirementsclear of any Encumbrances (other than Permitted Encumbrances).