Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 150,000,000 shares of Company Common Stock, of which 76,486,519 shares (excluding shares of Company Restricted Stock) have been issued and are outstanding as of December 16, 2020 (the “Measurement Time”); and (ii) 15,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding as of the date of this Agreement. Except to the extent issued in connection with exercises of Company Options included in Section 2.3(b)(i) or conversions of any Company Convertible Notes, from the Measurement Time until and including the date of this Agreement, the Company has not issued any shares of Company Common Stock. As of the Measurement Time, 2,001,875 shares of Company Common Stock are held by the Company as treasury stock. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except for the shares of Company Common Stock held by the Company as treasury stock, there are no shares of Company Common Stock held by any of the Acquired Companies. 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 Company Common Stock, except for the Confidentiality Agreement. Except as set forth in Part 2.3(a) of the Disclosure Schedule, none of the Acquired 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 Company Common Stock or other securities of the Company (including any Company Equity Awards, except pursuant to the forfeiture conditions of such Company Equity Awards or the cashless exercise or Tax withholding provisions of or authorizations related to such Company Equity Awards as in effect as of the date of this Agreement).

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 150,000,000 50,000,000 shares of Company Common Stock, $0.001 par value, of which 76,486,519 which, as of February 27, 1998, 20,601,838 shares (excluding shares of Company Restricted Stock) have been issued and are outstanding as of December 16, 2020 (the “Measurement Time”); and (ii) 15,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding as of the date of this Agreement. Except to the extent issued in connection with exercises ; and (ii) 2,500,000 shares of Company Options included in Section 2.3(b)(i) or conversions preferred stock, $0.01 par value per share, of any Company Convertible Notes, from the Measurement Time until and including which no shares are outstanding as of the date of this Agreement, the Company has not issued any shares of Company Common Stock. As of the Measurement Time, 2,001,875 shares of Company Common Stock are held by the Company as treasury stock. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except for As of the shares date of Company Common Stock held by the Company as treasury stockthis Agreement, there are no shares of Company Common Stock held in treasury by the Company or by any of the other Acquired CompaniesCorporations. There Except as set forth in Part 2.3(a) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract to which the Company Contract is a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock, except for the Confidentiality Agreement. Except as set forth in Part 2.3(a) Upon consummation of the Disclosure ScheduleMerger, none (A) the shares of the Acquired Companies is under Parent Common Stock issued in exchange for any obligation, or is bound by any shares of Company Common Stock that are subject to a Contract pursuant to which it may become obligated, the Company has the right to repurchase, redeem or otherwise acquire reacquire any outstanding shares of Company Common Stock or other securities will, without any further act of Parent, the Company (including or any Company Equity Awardsother Person, except pursuant become subject to the forfeiture restrictions, conditions of and other provisions contained in such Company Equity Awards or the cashless Contract, and (B) Parent will automatically succeed to and become entitled to exercise or Tax withholding provisions of or authorizations related to such Company Equity Awards as in effect as of the date of this Agreement).the

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 150,000,000 30,000,000 shares of Company Common Stock, of which 76,486,519 12,986,056 shares (excluding shares of Company Restricted Stock) have been issued and are outstanding as of December 16, 2020 (the “Measurement Time”); and (ii) 15,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding as of the date of this Agreement. Except to the extent issued in connection with exercises ; and (ii) 5,000,000 shares of Company Options included in Section 2.3(b)(i) or conversions preferred stock, $0.01 par value per share, of any Company Convertible Notes, from the Measurement Time until and including which no shares are outstanding as of the date of this Agreement, the Company has not issued any shares of Company Common Stock. As of the Measurement Time, 2,001,875 shares of Company Common Stock are held by the Company as treasury stock. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except for As of the shares date of Company Common Stock held by the Company as treasury stockthis Agreement, there are no shares of Company Common Stock held in treasury by the Company or held by any of the Acquired Companiessubsidiaries of the Company. There Except as set forth in Part 2.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Company Acquired Corporation 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 Company Common Stock, except for the Confidentiality Agreement. Except as set forth in Part 2.3(a) Upon consummation of the Disclosure ScheduleMerger, none (A) the shares of the Acquired Companies is under Parent Common Stock issued in exchange for any obligation, or is bound by any shares of Company Common Stock that are subject to a Contract pursuant to which it may the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become obligatedsubject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. The Company is under no obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities of the Company (including any Company Equity Awards, except pursuant to the forfeiture conditions of such Company Equity Awards or the cashless exercise or Tax withholding provisions of or authorizations related to such Company Equity Awards as in effect as of the date of this Agreement)Stock.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of (i) 150,000,000 35,000,000 shares of Company Common Stock, of which 76,486,519 7,568,664 shares (excluding shares of Company Restricted Stock) have been issued and are outstanding as of December 16outstanding, 2020 (the “Measurement Time”); and (ii) 15,000,000 shares of Company Preferred Stock, of which no 3,508,995 shares have been issued or and are outstanding as of the date of this Agreement. Except to the extent issued in connection with exercises of Company Options included in Section 2.3(b)(i) or conversions of any Company Convertible Notes, from the Measurement Time until and including the date of this Agreement, the Company has not issued any shares of Company Common Stock. As of the Measurement Time, 2,001,875 shares of Company Common Stock are held by the Company as treasury stockoutstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. Except for Part 2.5(a) of the Company Disclosure Schedule sets forth the ownership of the Company Capital Stock, noting any shares that are subject to any repurchase option, forfeiture provision or restriction on transfer (other than restrictions on transfer imposed by virtue of applicable federal and state securities laws) (“Restricted Shares”). The Stockholders own 100% of the equity of the Company (the “Company Equity”) and Part 2.5(a) of the Company Disclosure Schedule sets forth a complete and correct list of (a) the issued and outstanding Company Equity, including the name of the record and beneficial owner thereof and the number of shares of Company Common Capital Stock held by thereby and specifying the Company as treasury class of such stock, there and (b) all outstanding options to acquire Company Equity, including with respect to each such option, the holder, the number of shares of Company Capital Stock subject thereto, the grant date, the exercise price for such option and the date on which such option expires. All of the outstanding Company Equity has been, and all shares which may be issued pursuant to the exercise of options to purchase shares of Company Capital Stock or warrants exercisable into Company Capital Stock, when issued in accordance with the applicable security, will be, duly authorized, validly issued and are fully paid and non-assessable. Other than pursuant to Section 262 of the DGCL, none of the Stockholders are entitled to, and no shares of Company Common Capital Stock held by any of the Acquired Companies. There is no Company Contract relating to the voting or registration ofare subject to, dissenter’s rights, appraisal rights, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting similar rights in any option or similar right with respect to), any shares of Company Common Stock, except for the Confidentiality Agreement. Except as set forth in Part 2.3(a) of the Disclosure Schedule, none of the Acquired 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 Company Common Stock or other securities of the Company (including any Company Equity Awards, except pursuant to the forfeiture conditions of such Company Equity Awards or the cashless exercise or Tax withholding provisions of or authorizations related to such Company Equity Awards as in effect as of the date of this Agreement)jurisdiction.

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of: of an unlimited number of common shares (i) 150,000,000 shares of the “Company Common StockShares”), 4,573,238 of which 76,486,519 shares (excluding shares of Company Restricted Stock) have been issued and are outstanding as of December 16, 2020 (the “Measurement Time”); and (ii) 15,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding as of the date of this Agreement, an unlimited number of class A preferred shares (the “Company Class A Preferred Shares”), 905,714 of which are issued and outstanding as of the date of this Agreement, an unlimited number of class B preferred shares (the “Company Class B Preferred Shares”), 1,296,909 of which are issued and outstanding as of the date of this Agreement, and 100,000 class Z shares (the “Company Class Z Shares”), all of which are issued and outstanding as of the date of this Agreement. Except to The Company does not hold any shares of its capital stock in its treasury. Part 2.3(a)(i) of the extent issued in connection with exercises Disclosure Schedule accurately sets forth, as of Company Options included in Section 2.3(b)(i) or conversions of any Company Convertible Notes, from the Measurement Time until and including the date of this Agreement, the Company has not issued name and record address of each Person that is the registered owner of any shares of Company Common Stock. As of Capital Stock and the Measurement Timenumber and class such shares so owned by such Person, 2,001,875 shares and the number of Company Common Stock are held Shares that would be owned by such Person assuming exercise and conversion of all other securities of the Company owned by such Persons (including all Company Options, Company Warrants, Debentures and Company Preferred Shares other than the convertible loan made by Parent as treasury stockdescribed in Part 2.3(c) of the Disclosure Schedule) giving effect to all anti-dilution and similar adjustments applicable thereto. The number of such shares set forth as being so owned by such Person constitutes the entire interest of such Person in the issued and outstanding share capital or voting securities of the Company. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except for as set forth in Part 2.3(a)(ii) of the Disclosure Schedule: (i) none of the outstanding shares of Company Common Capital Stock held by is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the Company as treasury stock, there are no outstanding shares of Company Common Capital Stock held by is subject to any right of first refusal or similar right in favor of the Acquired Companies. There Company or any other Person; 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 of Company Common Capital Stock, except for the Confidentiality Agreement. Except as set forth in Part 2.3(a) per the articles of incorporation of the Disclosure ScheduleCompany and the Company Shareholders’ Agreement, none of the Acquired Companies Corporations is under any obligation, or nor is any of them bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Capital Stock or any other securities of the Company (including any Company Equity Awards, except pursuant to the forfeiture conditions of such Company Equity Awards or the cashless exercise or Tax withholding provisions of or authorizations related to such Company Equity Awards as in effect as of the date of this Agreement)securities.

Capitalization, Etc. (a) The authorized capital stock of the Company as of the date of this Agreement consists of: of (i) 150,000,000 45,000,000 shares of Company Voting Common Stock, $0.0001 par value, of which 76,486,519 23,094,040 shares (excluding shares of Company Restricted Stock) have been issued and are outstanding as of December 16the date of this Agreement, 2020 (the “Measurement Time”); and (ii) 15,000,000 205,000,000 shares of Company Preferred Non-Voting Common Stock, $0.0001 par value, of which no 45,753,552 shares have been issued or and are outstanding as of the date of this Agreement. Except to the extent issued in connection with exercises of The Company Options included in Section 2.3(b)(i) or conversions of any Company Convertible Notes, from the Measurement Time until and including the date of this Agreement, the Company has does not issued hold any shares of Company Common Stock. As of the Measurement Time, 2,001,875 shares of Company Common Stock are held by the Company as treasury stockits capital stock in its treasury. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except for as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule, none of the outstanding shares of Company Common Capital Stock held by is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the Company as treasury stock, there are no outstanding shares of Company Common Capital Stock held by is subject to any right of first refusal in favor of the Acquired CompaniesCompany. There Except as contemplated herein or as set forth in Part 2.3(a) of the Company Disclosure Schedule, 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 Company Common Capital Stock, except for the Confidentiality Agreement. Except as set forth in Part 2.3(a) of the Disclosure Schedule, none of the Acquired Companies 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 Company Common Capital Stock or other securities securities. Part 2.3(a)(ii) of the Company Disclosure Schedule accurately and completely describes all repurchase rights held by the Company with respect to shares of Company Capital Stock (including any Company Equity Awards, except shares issued pursuant to the forfeiture conditions exercise of such Company Equity Awards or the cashless exercise or Tax withholding provisions stock options) and specifies which of or authorizations related to such Company Equity Awards as in effect as of the date of this Agreement)those repurchase rights are currently exercisable.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 150,000,000 twenty-five million (25,000,000) shares of Company Common Stock, of which 76,486,519 shares (excluding shares of Company Restricted Stock) have been issued and are outstanding as of December 16par value $.01 per share, 2020 (the “Measurement Time”); and (ii) 15,000,000 five million (5,000,000) shares of Company Preferred Stockpreferred stock, of which no shares have been issued or are outstanding as of the date of this Agreement. Except to the extent issued in connection with exercises of Company Options included in Section 2.3(b)(i) or conversions of any Company Convertible Notes, from the Measurement Time until and including the date of this Agreement, the Company has not issued any shares of Company Common Stockpar value $.01 per share. As of the Measurement Timedate hereof, 2,001,875 (i) 8,440,948 shares of Company Common Stock are held by were issued and outstanding, (ii) no shares of the Company’s preferred stock were issued or outstanding, (iii) no shares of capital stock of the Company were held in the Company’s treasury, (iv) 2,600,000 shares of Company Common Stock were reserved for issuance under the Amended and Restated 1996 Incentive and Non-Incentive Stock Option Plan (the “1996 Stock Option Plan”) and (v) 1,000,000 shares of Company Common Stock were reserved for issuance under the Company’s 2005 Incentive Compensation Plan. Except as treasury stockset forth in this Section 2.3(a) as of the date hereof, no shares of capital stock of the Company were authorized, issued, reserved for issuance or outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except for the shares of Company Common Stock held by the Company as treasury stock, there There are no shares of Company Common Stock held by any of the Acquired CompaniesCompany’s Subsidiaries. There is no Company Contract relating to None of 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 outstanding shares of Company Common StockStock is entitled or subject to any preemptive right, except for right of participation, right of maintenance or any similar right (whether pursuant to the Confidentiality Agreement. Except as set forth in Part 2.3(a) certificate of incorporation or bylaws of the Disclosure Schedule, none Company or any Acquired Company Contract or any statute to which any of the Acquired Companies is subject). None of the Acquired 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 Company Common Stock or other securities capital stock of any Subsidiary of the Company or to provide any funds to or make any investment in (including A) any Company Equity Awards, except pursuant to the forfeiture conditions of such Company Equity Awards or the cashless exercise or Tax withholding provisions of or authorizations related to such Company Equity Awards as in effect as Subsidiary of the date of this Agreement)Company that is not wholly-owned by the Company or (B) any other Person.

Capitalization, Etc. (a) The authorized share capital stock of the Company consists of: is $50,000, consisting of (i) 150,000,000 shares of 4,000,000 Company Common StockOrdinary Shares, par value $0.01 per share, of which 76,486,519 89,199 shares are issued and outstanding as of the date of this Agreement and (excluding shares ii) 1,000,000 Company Preferred Shares, par value $0.01 per share, of Company Restricted Stock) which 255,647 have been issued and are outstanding as of December 16, 2020 (the “Measurement Time”); and (ii) 15,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding as of the date of this Agreement. Except to Part 2.3(a) of the extent issued in connection with exercises Company Disclosure Schedule sets forth the capitalization of the Company Options included in Section 2.3(b)(i) or conversions as of any Company Convertible Notes, from the Measurement Time until and including the date of this Agreement, including the number of shares of the following: (i) issued and outstanding Company has Ordinary Shares; (ii) unvested Company Ordinary Shares and (iii) each series of Company Preferred Shares. The Company does not issued hold any shares of Company Common Stock. As of the Measurement Time, 2,001,875 shares of Company Common Stock are held by the Company its share capital as treasury stockshares. All of the outstanding shares of Company Common Stock Ordinary Shares and Company Preferred Shares have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. None of the outstanding Company Ordinary Shares or Company Preferred Shares is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right that has not been waived by the relevant shareholder(s) thereof and none of the outstanding Company Ordinary Shares or Company Preferred Shares is subject to any right of first refusal in favor of the Company. Except for the shares of Company Common Stock held by the Company as treasury stockcontemplated herein, there are no shares of Company Common Stock held by any of the Acquired Companies. 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 Company Common Stock, except for the Confidentiality AgreementOrdinary Shares or Company Preferred Shares. Except as set forth in Part 2.3(a) of the Disclosure Schedule, none of the Acquired Companies 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 Company Ordinary Shares or other securities. Part 2.3(a) of the Company Disclosure Schedule accurately and completely describes all repurchase rights held by the Company with respect to Company Ordinary Shares (including shares issued pursuant to the exercise of share options) and Company Preferred Shares, and specifies, with respect to such repurchase rights, each holder of Company Ordinary Shares or Company Preferred Shares, the date of purchase of such Company Ordinary Shares or Company Preferred Shares, the number of Company Ordinary Shares or Company Preferred Shares subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse, and whether the holder of such Company Ordinary Shares or Company Preferred Shares filed an election under Section 83(b) of the Code with respect to such Company Ordinary Shares or Company Preferred Shares within 30 days of purchase. Each share of Company Preferred Shares is convertible into one share of Company Ordinary Shares (and shall be so converted prior to the Effective Time). The Company has never issued certificates representing any shares of Company Common Stock Ordinary Shares or other securities Company Preferred Shares and all shares of the Company (including any Company Equity Awards, except pursuant to the forfeiture conditions of such Company Equity Awards or the cashless exercise or Tax withholding provisions of or authorizations related to such Company Equity Awards as in effect as of the date of this Agreement)Share Capital are uncertificated.

Capitalization, Etc. (a) The authorized and outstanding capital stock of the Company consists of: (i) 150,000,000 shares is as set forth in the Registration Statement, and the description of the Common Stock set forth in the Registration Statement under the caption "Description of Capital Stock" conforms with and accurately describes the rights set forth in the instruments defining the Company Common Stock, . The Designated Stockholders own seventy-eight and four-tenths percent (78.4%) of which 76,486,519 shares (excluding the outstanding shares of capital stock of the Company. Part 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Company Restricted Stock) have been issued and are outstanding as of December 16, 2020 (the “Measurement Time”); and (ii) 15,000,000 shares of Company Preferred Stock, of which no shares have been issued or are Option that is outstanding as of the date of this Agreement. Except to : (i) the extent issued in connection with exercises of Company Options included in Section 2.3(b)(i) or conversions of any Company Convertible Notes, from the Measurement Time until and including the date of this Agreement, the Company has not issued any shares of Company Common Stock. As name of the Measurement Time, 2,001,875 holder of such Company Option; (ii) the total number of shares of Company Common Stock that are held by subject to such Company Option and the Company as treasury stock. All number of the outstanding shares of Company Common Stock have been duly authorized with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option was granted and validly issued, and are fully paid and nonassessable. Except the term of such Company Option; (iv) the vesting schedule for such Company Option; (v) the shares exercise price per share of Company Common Stock held by the purchasable under such Company Option; and (vi) whether such Company Option has been designated an "incentive stock option" as treasury stock, there are no shares of Company Common Stock held by any defined in Section 422 of the Acquired Companies. 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 Company Common Stock, except for the Confidentiality AgreementCode. Except as set forth in Part 2.3(a) 2.3 of the Disclosure Schedule, none there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the Acquired 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 Company Common Stock capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (including any Company Equity Awards, except pursuant iv) to the forfeiture conditions of such Company Equity Awards or the cashless exercise or Tax withholding provisions of or authorizations related to such Company Equity Awards as in effect as best of the date knowledge of this Agreement)the Company and the Designated Stockholders, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company.

Capitalization, Etc. (aA) The authorized capital stock of the Company consists of: (i) 150,000,000 30,000,000 shares of Company Common Stock, of which 76,486,519 4,141,591 shares (excluding shares of Company Restricted Stock) have been issued and are outstanding as of December 16, 2020 (the “Measurement Time”)date of this Agreement; and (ii) 15,000,000 10,000,000 shares of Company Preferred Stock, of which no (i) 1,000,000 shares have been designated Series A Preferred Stock, of which 714,285 shares are issued or and outstanding as of the date of this Agreement, and (ii) 30,000 shares have been designated Series B Junior Participating Preferred Stock, none of which are issued and are outstanding as of the date of this Agreement. Except to the extent issued in connection with exercises Each share of Company Options included in Section 2.3(b)(i) or conversions Series A Preferred Stock is convertible into one share of Company Common Stock. The Company has not repurchased any Company Convertible Notes, from the Measurement Time until and including shares of its capital stock. As of the date of this Agreement, the Company has not issued any holds no shares of Company Common Stock. As of the Measurement Time, 2,001,875 shares of Company Common Capital Stock are held by the Company as treasury stockin its treasury. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except for As of the shares date of Company Common Stock held by the Company as treasury stockthis Agreement, there are no shares of Company Common Capital Stock held by any of the other Acquired CompaniesCorporations. There Except as set forth in Part 2.3(a)(i) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Capital Stock is entitled or subject to any preemptive right, right of first offer or any similar right created by the Company or imposed under applicable law with respect to capital stock of the Company; (ii) none of the outstanding shares of Company Capital Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Company Acquired Corporation 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 Company Common Capital Stock, except for the Confidentiality Agreement. Except as set forth in Part 2.3(a) of the Disclosure Schedule, none None of the Acquired Companies 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 Company Capital Stock. No Company Common Stock or other securities of the Company (including any Company Equity AwardsStock, except pursuant to the forfeiture conditions of such Company Equity Awards or the cashless exercise or Tax withholding provisions of or authorizations related to such Company Equity Awards as in effect as of the date of this Agreement).Company

Capitalization, Etc. (a) The authorized allotted and issued share capital stock of the Company consists of: (i) 150,000,000 shares of Company Common Stock, of which 76,486,519 shares (excluding shares of Company Restricted Stock) have been issued and are outstanding as of December 16, 2020 (the “Measurement Time”); and (ii) 15,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding as of the date of this AgreementAgreement consists of (i) 2,437,138 Company Ordinary Shares, (ii) 15,900,000 A Preferred Shares and (iii) 8,422,898 B Preferred Shares. Except to The Company Shares constitute the extent whole of the allotted and issued in connection with exercises share capital of Company Options included in Section 2.3(b)(i) or conversions of any Company Convertible Notes, from the Measurement Time until and including the date of this Agreement, the Company has not issued any shares of Company Common Stock. As of the Measurement Time, 2,001,875 shares of Company Common Stock are held by the Company as treasury stock. All of the outstanding shares of Company Common Stock and have been duly authorized and validly issued, and are fully paid and nonassessableare free from all Encumbrances. Except for the shares as set forth in Part 2.5(a) of Company Common Stock held by the Company Disclosure Schedule, none of the Company Shares is entitled or subject to any preemptive right, right of first offer, co-sale right or any similar right and none of the Company Shares is subject to any right of first refusal in favor of the Company. Except as treasury stockcontemplated herein or as set forth in Part 2.5(a) of the Company Disclosure Schedule, there are no shares of Company Common Stock held by any of the Acquired Companies. 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 Company Common Stock, except for the Confidentiality AgreementShares. Except as set forth in Part 2.3(a) of the Disclosure Schedule, none of the Acquired Companies 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 Company Common Stock Shares or other securities securities. Part 2.5(a) of the Company Disclosure Schedule accurately and completely lists all repurchase rights held by the Company with respect to Company Ordinary Shares (including any Company Equity Awards, except shares issued pursuant to the forfeiture conditions exercise of stock options) and Company Preferred Shares, and specifies each holder of Company Ordinary Shares or Company Preferred Shares, the date of purchase of such Company Equity Awards Ordinary Shares or Company Preferred Shares, the cashless exercise number of Company Ordinary Shares or Tax withholding provisions of or authorizations related Company Preferred Shares subject to such repurchase rights, the purchase price paid by such holder, the vesting schedule under which such repurchase rights lapse. Each Company Equity Awards as in effect as Preferred Share is convertible into one Company Ordinary Share pursuant to article 5.8 of the date Company’s Articles of this Agreement)Association.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 150,000,000 shares of Company Common Stock, of which 76,486,519 which, as of April 29, 2011, 75,415,182 shares (excluding shares of Company Restricted Stock) have been issued and are outstanding as of December 16, 2020 (the “Measurement Time”)outstanding; and (ii) 15,000,000 5,000,000 shares of Company Preferred Stock, $.01 par value per share, no shares of which no shares have been issued or are outstanding as of the date of this Agreement. Except to the extent issued in connection with exercises of Company Options included in Section 2.3(b)(i) or conversions of any Company Convertible Notes, from the Measurement Time until and (including the date of this Agreement, the Company has not issued any shares of restricted Company Common Stock). As of the Measurement Time, 2,001,875 Except for those shares of Company Common Stock are held by reserved for issuance to the date of this Agreement pursuant to Section 2.3(b), no shares of Company Common Stock have been issued since April 29, 2011. Except as set forth in Part 2.3(a)(i) of the Disclosure Schedule, the Company as treasury stockdoes not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except for the shares of Company Common Stock held by the Company as treasury stock, there There are no shares of Company Common Stock held by any of the other Acquired CompaniesCorporations. None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive or similar rights. None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the 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 Company Common Stock, Stock except for the Confidentiality Agreementany such restrictions contained in any Company Employee Plan. Except as set forth in Part 2.3(a) of the Disclosure Schedule, none None of the Acquired Companies 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 Company Common Stock or other securities securities. Part 2.3(a)(ii) of the Disclosure Schedule describes all repurchase rights held by the Company with respect to shares of Company Common Stock (including any Company Equity Awards, except shares issued pursuant to the forfeiture conditions exercise of such Company Equity Awards stock options or the cashless exercise or Tax withholding provisions of or authorizations related to such Company Equity Awards as in effect as of the date of this Agreementotherwise).

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 150,000,000 50,000,000 shares of Company Common Stock, $0.001 par value, of which 76,486,519 which, as of February 27, 1998, 20,601,838 shares (excluding shares of Company Restricted Stock) have been issued and are outstanding as of December 16, 2020 (the “Measurement Time”); and (ii) 15,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding as of the date of this Agreement. Except to the extent issued in connection with exercises ; and (ii) 2,500,000 shares of Company Options included in Section 2.3(b)(i) or conversions preferred stock, $0.01 par value per share, of any Company Convertible Notes, from the Measurement Time until and including which no shares are outstanding as of the date of this Agreement, the Company has not issued any shares of Company Common Stock. As of the Measurement Time, 2,001,875 shares of Company Common Stock are held by the Company as treasury stock. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except for As of the shares date of Company Common Stock held by the Company as treasury stockthis Agreement, there are no shares of Company Common Stock held in treasury by the Company or by any of the other Acquired CompaniesCorporations. There Except as set forth in Part 2.3(a) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Acquired Corporation Contract to which the Company Contract is a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Company Common Stock, except for the Confidentiality Agreement. Except as set forth in Part 2.3(a) Upon consummation of the Disclosure ScheduleMerger, none (A) the shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the restrictions, conditions and other provisions contained in such Contract, and (B) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under any such Contract. None of the Acquired Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, obligation to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities of the Company (including any Company Equity Awards, except pursuant to the forfeiture conditions of such Company Equity Awards or the cashless exercise or Tax withholding provisions of or authorizations related to such Company Equity Awards as in effect as of the date of this Agreement)Stock.

Capitalization, Etc. (a) (i) The authorized issued share capital stock of the Company is CHF 214,000 and consists of: (i) 150,000,000 of 21,400 shares of Company Common Stock, of which 76,486,519 shares (excluding shares of Company Restricted Stock) have been issued fully paid in and are outstanding as of December 16, 2020 (the “Measurement Time”); and (ii) 15,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding as of the date hereof. Part 2.3(a)(i) of this Agreement. Except to the extent issued in connection with exercises Founders' Disclosure Schedule sets forth by name the stockholders of Company Options included in Section 2.3(b)(i) or conversions of any Company Convertible Notes, from the Measurement Time until and including the date of this AgreementCompany, the Company has not issued any shares number of Company Common Stock. As of the Measurement Time, 2,001,875 shares of Company Common Stock are held owned by each stockholder and the certificate number as of the date hereof. (ii) The conditional share capital of the Company is CHF 17,800. Except as treasury set forth in Part 2.3(a)(ii) of the Founders' Disclosure Schedule, the full amount of the conditional share capital of the Company is still at the disposition of the board of directors of the Company. (iii) The Company has no authorized share capital. (iv) The Company holds 1,000 shares of its capital stock in its treasury, but has not repurchased any other shares of its capital stock. (v) All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. (vi) Except for as set forth in Part 2.3(a)(vi) of the Founders' Disclosure Schedule: (A) none of the outstanding shares of Company Common Stock held is entitled or subject to any preemptive right, right of first offer or any similar right created by the Company as treasury stock, there are no or imposed under applicable law with respect to capital stock of the Company; (B) none of the outstanding shares of Company Common Stock held by is subject to any right of first refusal in favor of the Acquired Companies. There Company; and (C) except for the Shareholder Agreement set forth on Part 2.3(a)(vi) of the Founders' Disclosure Schedule, 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 Company Common Stock, except for the Confidentiality Agreement. Except as set forth in Part 2.3(a(vii) of the Disclosure Schedule, none of the Acquired Companies The Company is neither under any obligation, or is nor bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities of the Company (including any Company Equity Awards, except pursuant to the forfeiture conditions of such Company Equity Awards or the cashless exercise or Tax withholding provisions of or authorizations related to such Company Equity Awards as in effect as of the date of this Agreement)Stock.

Capitalization, Etc. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of: (i) 150,000,000 50,000,000 shares of Company Common Stockcommon stock, par value $0.001 per share, of which 76,486,519 10,000,000 shares (excluding shares of Company Restricted Stock) have been are issued and are outstanding as of December 16, 2020 (the “Measurement Time”)outstanding; and (ii) 15,000,000 no shares of Company Preferred Stock, of which no shares preferred stock. No dividends have ever been issued paid or are outstanding as of the date of this Agreement. Except declared with respect to the extent issued in connection with exercises of Company Options included in Section 2.3(b)(i) or conversions of any Company Convertible Notes, from the Measurement Time until and including the date of this Agreement, the Company has not issued any shares of Company Common Capital Stock. As of the Measurement Time, 2,001,875 shares of Company Common Stock are held by the Company as treasury stock. All of the outstanding shares of Company Common Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. Except for as set forth in Part 2.3(a) of the Disclosure Schedule: (i) none of the outstanding shares of Company Common Capital Stock held by is entitled or subject to any preemptive right, right of participation, right of maintenance or similar right; (ii) other than the Company as treasury stockrights created pursuant to this Agreement, there are no none of the outstanding shares of Company Common Capital Stock held by is subject to any right of first refusal or similar right in favor of the Acquired Companies. There Company or any other Person; and (iii) there is no Company Acquired Corporation Contract (other than this Agreement) 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 Company Common Capital Stock, except for the Confidentiality Agreement. Except as set forth in Part 2.3(a) of the Disclosure Schedule, none None of the Acquired Companies 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 Company Common Capital Stock or any other securities securities. No shares of Company Capital Stock are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other Acquired Corporation Contract. None of the Company (including Acquired Corporations is or may become obligated to provide board of directors “observer” rights, visitation rights or similar rights to any Company Equity Awardsshareholder or other Person. Part 2.3(a) of the Disclosure Schedule lists each holder of shares of Capital Stock of the Company, except together with the number of shares held by such holder and the portion of the Adjusted Shareholder Consideration to be received by such holder pursuant to Section 1.5(c)(iii) above. Part 2.3(a) of the forfeiture conditions Disclosure Schedule also lists each holder of such a Company Equity Awards or Option entitled to receive any portion of the cashless exercise or Tax withholding provisions of or authorizations related Adjusted Optionholder Consideration, together with the relevant shares subject to such Company Equity Awards as in effect as Option, the exercise price for such shares, and the portion of the date of this Agreement)Adjusted Optionholder Consideration to be received by such holder pursuant to Section 1.5(c)(ii) above.