Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 15,000,000 shares of Common Stock (with no par value), of which 4,673,175 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Preferred Stock (with no par value), 231,000 of which have been designated "Series A Preferred Stock" and none of which have been issued or are outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 3.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. (b) The Company reserved 490,200 shares of Company Common Stock for issuance under its 1993 Flexible Stock Incentive Plan, of which options to purchase 208,625 shares are outstanding as of the date of this Agreement. As of the date of this Agreement, the outstanding options are vested with respect to 44,750 shares and unvested with respect to 163,875 shares. Part 3.3 of the Disclosure Schedule accurately sets forth, with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such option; (ii) the total number of shares of Company Common Stock that are subject to such option and the number of shares of Company Common Stock with respect to which such option is immediately exercisable; (iii) the date on which such option was granted and the term of such Company Option; (iv) the vesting schedule for such option; (v) the exercise price per share of Company Common Stock purchasable under such option; and (vi) whether such option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 3.3 of the Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the 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 (iv) to the knowledge of the Company, 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. (c) All outstanding shares of Company Common Stock, all outstanding Vested Company Options and all outstanding Unvested Company Options, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, except where the failure to so comply would not have a Material Adverse Effect on the Company, Parent, Merger Sub, or Surviving Corporation; and (ii) all requirements set forth in applicable Contracts. (d) The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 15,000,000 20,000,000 shares of Common Stock (with no par value), of which 4,673,175 9,214,113 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Preferred Stock (with no par value), 231,000 of which have been designated "Series A Preferred Stock" and none of which have been issued or are outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 3.3 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. (b) The Company has reserved 490,200 1,500,000 shares of Company Common Stock for issuance under its 1993 Flexible 1990 Stock Option Plan and 1997 Stock Incentive Plan, of which options to purchase 208,625 1,327,006 shares are outstanding as of the date of this Agreement. As of the date of this Agreement, the outstanding options are vested with respect to 44,750 shares and unvested with respect to 163,875 shares. Part 3.3 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such optionCompany Option; (ii) the total number of shares of Company Common Stock that are subject to such option Company Option and the number of shares of Company Common Stock with respect to which such option Company Option is immediately exercisable; (iii) the date on which such option Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such optionCompany Option; (v) the exercise price per share of Company Common Stock purchasable under such optionCompany Option; and (vi) whether such option Company Option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 3.3 2.3 of the Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the 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 (iv) to the best of the knowledge of the Company, 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. (c) All outstanding shares of Company Common Stock, all outstanding Vested Company Options Stock and all outstanding Unvested Company Options, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, except where the failure to so comply would not have a Material Adverse Effect on the Company, Parent, Merger Sub, or Surviving Corporation; and (ii) all requirements set forth in applicable Contracts. (d) The Except as set forth in Part 2.3 of the Disclosure Schedule, since January 31, 1993, 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 with (i) the applicable provisions of the California Corporations Code and all other applicable Legal Requirements, and (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) 15,000,000 shares of Common Stock (with no par value)275,000,000 Shares, of which 4,673,175 shares have 231,156,742 Shares had been issued and are were outstanding as of the date close of this Agreement; business on September 9, 2020 (the “Capitalization Date”), and (ii) 5,000,000 10,000,000 shares of Company Preferred Stock (with no par value)Stock, 231,000 of which have been designated "Series A Preferred Stock" and none no shares are outstanding. From the Capitalization Date to the execution of which have been this Agreement, the Company has not issued any Shares except pursuant to the exercise of Company Options or are the settlement of Company RSUs, in each case outstanding as of the date Capitalization Date in accordance with their terms and, from the Capitalization Date to the execution of this Agreement, the Company has not issued any Company Options, Company RSUs or other equity or equity-based awards, in each case, other than pursuant to any offer of employment or Contract, in either case dated on or prior to the Capitalization Date. All of the outstanding shares equity interests of Company Common Stock the Acquired Companies have been duly authorized and validly issued, and are fully paid and non-assessable. Part 3.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subjectnonassessable. (b) The Company owns all of the authorized and outstanding capital stock and other equity interests of each of the Company’s Subsidiaries, except as set forth on Section 3.03(b) of the Company Disclosure Schedule. The outstanding capital stock and other equity interests of the Company’s Subsidiaries owned by the Company are owned free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except as set forth on Section 3.03(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or other equity interests of any Entity. (i) None of the outstanding equity interests of any Acquired Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Company having a right to vote on any matters on which the holders of the outstanding equity interests of such Acquired Company have a right to vote; and (iii) there is no Contract to which any Acquired Company is bound 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 equity interests of such Acquired Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. No Subsidiary of the Company owns any Shares. (d) As of the close of business on the Capitalization Date: (i) 7,398,865 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 126,026 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 10,454,510 Shares were reserved 490,200 shares of Company Common Stock for future issuance under its 1993 Flexible Stock Incentive Plan, of which options to purchase 208,625 shares are the Company Equity Plans and (iv) 500,000 Shares were reserved for future issuance under the Company ESPP. (e) Except as set forth in this Section 3.03 and except for the Company Options and Company RSUs outstanding as of the date of this Agreement. As of the date of this Agreement, the outstanding options are vested with respect to 44,750 shares Agreement (and unvested with respect to 163,875 shares. Part 3.3 of the Disclosure Schedule accurately sets forth, with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such option; (ii) the total number of shares of Company Common Stock that are subject to such option and the number of shares of Company Common Stock with respect to which such option is immediately exercisable; (iii) the date on which such option was granted and the term of such Company Option; (iv) the vesting schedule for such option; (v) Shares issuable upon the exercise price per share of Company Common Stock purchasable under such option; and (vi) whether such option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 3.3 of the Disclosure Scheduleor settlement thereof), there is are no: (i) outstanding subscriptionshares of capital stock or other securities of any Acquired Company; (ii) outstanding subscriptions, optionoptions, callcalls, warrant warrants or right rights (whether or not currently exercisable) 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 any Acquired Company, in each case other than derivative securities not issued by any Acquired Company; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the any Acquired Company; (iiiiv) Contract stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the any Acquired Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (ivv) voting trusts or other Contract to which any Acquired Company is a party with respect to the knowledge of the Company, 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 voting of capital stock or other securities of the any Acquired Company. (cf) All Section 3.03(f) of the Company Disclosure Schedule sets forth a listing of all Persons who hold outstanding shares of Company Common Stock, all outstanding Vested Company Options or Company RSUs as of the close of business on the Capitalization Date, indicating, with respect to each Company Option and all outstanding Unvested Company RSU, the number of Shares subject thereto, the date of grant, the Company Equity Plan pursuant to which the award was granted, the vesting schedule and, for Company Options, have been issued the per Share exercise price and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, except where expiration date. Other than Shares reserved for future issuance under the failure to so comply would not have a Material Adverse Effect on the Company, Parent, Merger Sub, Company ESPP or Surviving Corporation; and (ii) all requirements as set forth in applicable Contracts. (d) The Company has never repurchasedthis Section 3.03(f), redeemed or otherwise reacquired any shares of capital stock or other securities as of the Capitalization Date, there is no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar equity or equity-based awards with respect to any Acquired Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 15,000,000 20,000,000 shares of Company Common Stock (with no par value)Stock, of which 4,673,175 5,495,206 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 5,000,000 10,500,175 shares of Company Preferred Stock (with no par value)Stock, 231,000 of which (x) 3,500,175 shares have been designated "as Series A Preferred Stock" Stock and none of which 0 shares are issued and outstanding and (y) 7,000,000 shares have been designated as Series B Preferred Stock and of which 4,572,137 shares are issued or are outstanding as of the date of this Agreementand outstanding. All of the outstanding shares of capital stock the Company Common Stock have been duly authorized and validly issued, issued and are fully paid and non-assessable. Part 3.3 All of the Disclosure Schedule provides an accurate and complete description outstanding shares of the terms capital stock of each repurchase option which is held by the Company and all of the outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable), in each case, granted or issued by the Company, to which acquire any shares of such capital stock or other securities of the Company have been issued in compliance with all applicable Federal and state securities laws and other applicable Legal Requirements and all requirements set forth in the Company Documents and Material Company Contracts (as defined in Section 2.7(a)). No shares is subjectof capital stock of the Company are subject to a repurchase option in favor of the Company. Except as set forth on Schedule 2.3(a) of the Company Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of the Company capital stock or other securities of the Company. (b) The Company reserved 490,200 shares of Company Common Stock for issuance under its 1993 Flexible Stock Incentive Plan, of which options to purchase 208,625 shares are outstanding as of the date of this Agreement. As of the date of this Agreement, the outstanding options are vested with respect to 44,750 shares and unvested with respect to 163,875 shares. Part 3.3 of the Disclosure Schedule accurately sets forth, with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such option; (ii) the total number of shares of Company Common Stock that are subject to such option and the number of shares of Company Common Stock with respect to which such option is immediately exercisable; (iii) the date on which such option was granted and the term of such Company Option; (iv) the vesting schedule for such option; (v) the exercise price per share of Company Common Stock purchasable under such option; and (vi) whether such option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 3.3 on Schedule 2.3(b) of the Company Disclosure Schedule, there is are no: (i) outstanding subscriptionsubscriptions, optionoptions, callcalls, warrant warrants or right rights, in each case, granted or issued by the Company, (whether or not currently exercisable) to acquire any shares of the capital stock of the Company or other securities of the Company; (ii) outstanding securitysecurities, instrument notes, instruments or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock of the Company or other securities of the Company; (iii) Contract outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company; (iv) Company Contracts (other than this Agreement) under which the Company is or may become obligated to sell sell, transfer, exchange or otherwise issue any shares of its capital stock of the Company or any other securitiessecurities of the Company; (v) agreements, voting trusts, proxies or understandings, in each case, except as contemplated hereby and to which the Company is a party, with respect to the voting, or registration under the Securities Act, or any shares of capital stock of the Company; or (ivvi) to the knowledge Knowledge of the Company, condition conditions or circumstance circumstances that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of the Company Common Stock or any shares of the capital stock or other securities of the Company. (c) All outstanding shares Schedule 2.3(c) of the Company Common Stock, Disclosure Schedule sets forth a complete and accurate list of all outstanding Vested Company Options and all outstanding Unvested Company Options, have been issued and granted in compliance with (i) all applicable securities laws of the stock option plans and other applicable Legal Requirements, except where the failure to so comply would not have a Material Adverse Effect on the Company, Parent, Merger Sub, or Surviving Corporation; and (ii) all requirements set forth in applicable Contracts. (d) The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities equity-related plans of the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 15,000,000 shares of Common Stock (with no par value)200,000,000 Shares, of which 4,673,175 shares have 114,785,001 Shares had been issued and are were outstanding as of the date close of this Agreement; business on February 9, 2024 (the “Capitalization Date”) and (ii) 5,000,000 10,000,000 shares of Company Preferred Stock (with no par value)Stock, 231,000 of which have been designated "Series A Preferred Stock" and none of which have been issued or are no shares were outstanding as of the date Capitalization Date, and, as of the Capitalization Date, there were an aggregate of 5,226,628 outstanding Company Warrants to purchase an aggregate of up to 5,226,628 Shares issued to public investors in the Company’s public equity offerings in November 2021, January 2023 and September 2023. From the Capitalization Date to the execution of this Agreement, the Company has not issued any Shares except pursuant to the exercise of Company Options, the vesting or settlement of Company RSUs or the exercise of Company Warrants, in each case outstanding as of the Capitalization Date in accordance with their terms and, from the Capitalization Date to the execution of this Agreement, the Company has not issued any warrants to acquire Shares or any Company Options, Company RSUs or other equity or equity-based awards, in each case, other than pursuant to any offer of employment or Contract, in either case dated on or prior to the Capitalization Date. All of the outstanding shares equity interests of Company Common Stock the Acquired Companies have been duly authorized and validly issued, and are fully paid and non-assessable. Part 3.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subjectnonassessable. (b) The Company owns all of the authorized and outstanding capital stock and other equity interests of each of the Company’s Subsidiaries. The outstanding capital stock and other equity interests of the Company’s Subsidiaries owned by the Company are owned free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. The Company does not own, directly or indirectly, any capital stock or other equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or other equity interests of any other Entity. All of the Shares are held either directly or indirectly through DTC or in direct registry form through the Company Transfer Agent. (i) None of the outstanding equity interests of any Acquired Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Company having a right to vote on any matters on which the holders of the outstanding equity interests of such Acquired Company have a right to vote; and (iii) there is no Contract to which any Acquired Company is bound 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 equity interests of such Acquired Company. The Shares and the Company Warrants constitute the only outstanding securities of the Company registered under the Securities Act. No Subsidiary of the Company owns any Shares. (d) As of the Capitalization Date: 24,809,840 Shares were reserved 490,200 shares of Company Common Stock and available for issuance under its 1993 Flexible Stock Incentive Planpursuant to the Company Equity Plans, of which options amount (i) 17,190,540 Shares were subject to purchase 208,625 shares are issuance pursuant to Company Options granted and outstanding under the Company Equity Plans; (ii) 461,557 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans; and (iii) 7,157,743 Shares were subject to issuance pursuant to the ungranted equity pool under the Company Equity Plans. (e) Except as described in ‎Section 3.03(a) and except for the Company Options, Company RSUs and Company Warrants outstanding as of the execution and delivery of this Agreement (and Shares issuable upon the exercise thereof), as of the date of this Agreement. As of the date of this Agreement, the outstanding options are vested with respect to 44,750 shares and unvested with respect to 163,875 shares. Part 3.3 of the Disclosure Schedule accurately sets forth, with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such option; (ii) the total number of shares of Company Common Stock that are subject to such option and the number of shares of Company Common Stock with respect to which such option is immediately exercisable; (iii) the date on which such option was granted and the term of such Company Option; (iv) the vesting schedule for such option; (v) the exercise price per share of Company Common Stock purchasable under such option; and (vi) whether such option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 3.3 of the Disclosure Schedule, there is are no: (i) outstanding subscriptionshares of capital stock or other securities of any Acquired Company; (ii) outstanding subscriptions, optionoptions, callcalls, warrant warrants or right rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, performance stock unit, stock appreciation rights, incentive award measured based on the Shares, 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 any Acquired Company, in each case other than derivative securities not issued by any Acquired Company; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the any Acquired Company; (iiiiv) Contract stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the any Acquired Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (ivv) voting trusts or other Contract to which any Acquired Company is a party with respect to the knowledge of the Company, 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 voting of capital stock or other securities of the any Acquired Company. (c) All outstanding shares of Company Common Stock, all outstanding Vested Company Options and all outstanding Unvested Company Options, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, except where the failure to so comply would not have a Material Adverse Effect on the Company, Parent, Merger Sub, or Surviving Corporation; and (ii) all requirements set forth in applicable Contracts. (df) The Company has never repurchased, redeemed made available to Parent a schedule that sets forth a listing of all Persons who hold outstanding Company Options or otherwise reacquired any shares of capital stock or other securities Company RSUs as of the close of business on the Capitalization Date, indicating, with respect to each Company Option and Company RSU, the number of Shares subject thereto and, with respect to each Company Option, the per Share exercise price. Other than as set forth on such schedule, the Company Warrants and equity based awards in the ungranted equity pool under the Company Equity Plans, as of the Capitalization Date, there are no issued, reserved for issuance, outstanding or authorized stock options, restricted stock units, performance stock units, subscriptions, options, warrants, calls, rights, stock appreciation rights, incentive awards measured based on the Shares, phantom stock, profit participation, or similar equity or equity based awards with respect to any Acquired Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists ofof 10,000,000 shares of Company Common Stock, of which 2,209,968 shares are issued and outstanding. (b) As of the date of this Agreement: (i) 15,000,000 236,949 shares of Company Common Stock are subject to issuance pursuant to outstanding options to purchase shares of Company Common Stock (the "Company Options"); and (ii) 254,006 shares of Company Common Stock have been reserved for issuance pursuant to outstanding warrants to purchase shares of Company Common Stock. Part 2.3(b) of the Disclosure Schedule sets forth the following information with no par valuerespect to each Company Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Option was granted; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the applicable vesting schedules (which applicable vesting schedule may be provided by means of a general description of the vesting schedules applicable to outstanding Company Options), of and the extent to which 4,673,175 shares have been issued such Company Option is vested and are outstanding exercisable as of the date of this Agreement; and (iivii) 5,000,000 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 the Company has ever granted stock options and the forms of all stock option agreements evidencing such options. The Company has delivered to Parent accurate and complete copies of all warrants to purchase shares of Preferred Stock Company Common Stock. (with no par value), 231,000 of which have been designated "Series A Preferred Stock" and none of which have been issued or are outstanding as of the date of this Agreement. c) All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, issued and are fully paid and non-assessable. Part 3.3 nonassessable and have been issued in compliance with all applicable federal and state securities laws and other applicable Legal Requirements, and were not issued in violation of any preemptive rights or other rights to subscribe for or purchase securities of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. (b) The Company reserved 490,200 shares of Company Common Stock for issuance under its 1993 Flexible Stock Incentive Plan, of which options to purchase 208,625 shares are outstanding as of the date of this Agreement. As of the date of this Agreement, the outstanding options are vested with respect to 44,750 shares and unvested with respect to 163,875 shares. Part 3.3 of the Disclosure Schedule accurately sets forth, with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such option; (ii) the total number of shares of Company Common Stock that are subject to such option and the number of shares of Company Common Stock with respect to which such option is immediately exercisable; (iii) the date on which such option was granted and the term of such Company Option; (iv) the vesting schedule for such option; (v) the exercise price per share of Company Common Stock purchasable under such option; and (vi) whether such option has been designated an "incentive stock option" as defined in Section 422 of the CodeCompany. Except as set forth in Part 3.3 2.3(c) of the Disclosure Schedule, there are no preemptive rights applicable to any shares of capital stock of the Company. All outstanding Company Options and all outstanding warrants to purchase shares of Company Common Stock have been issued and granted in compliance with (A) all applicable federal and state securities laws and other applicable Legal Requirements, and (B) all material requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(d) of the Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the 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; securities or (iv) to the best of the knowledge of the Company, 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. (ce) All outstanding Except as set forth in Part 2.3(e) of the Disclosure Schedule, the Company has not repurchased, redeemed or otherwise reacquired any of its shares of capital stock or other securities, including but without limiting the generality of the foregoing, the repurchase of any vested or unvested Company Common Stock, all outstanding Vested Stock pursuant to the terms of the Founders Shareholders Agreement. All securities so reacquired by the Company Options and all outstanding Unvested Company Options, have been issued and granted were reacquired in compliance with (i) all applicable securities laws and other applicable Legal Requirements, except where the failure to so comply would not have a Material Adverse Effect on the Company, Parent, Merger Sub, or Surviving Corporation; Requirements and (ii) all requirements set forth in applicable Contracts. (d) The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 15,000,000 shares of Common Stock (with no par value)200,000,000 Shares, of which 4,673,175 shares have 114,785,001 Shares had been issued and are were outstanding as of the date close of this Agreement; business on February 9, 2024 (the “Capitalization Date”) and (ii) 5,000,000 10,000,000 shares of Company Preferred Stock (with no par value)Stock, 231,000 of which have been designated "Series A Preferred Stock" and none of which have been issued or are no shares were outstanding as of the date Capitalization Date, and, as of the Capitalization Date, there were an aggregate of 5,226,628 outstanding Company Warrants to purchase an aggregate of up to 5,226,628 Shares issued to public investors in the Company’s public equity offerings in November 2021, January 2023 and September 2023. From the Capitalization Date to the execution of this Agreement, the Company has not issued any Shares except pursuant to the exercise of Company Options, the vesting or settlement of Company RSUs or the exercise of Company Warrants, in each case outstanding as of the Capitalization Date in accordance with their terms and, from the Capitalization Date to the execution of this Agreement, the Company has not issued any warrants to acquire Shares or any Company Options, Company RSUs or other equity or equity-based awards, in each case, other than pursuant to any offer of employment or Contract, in either case dated on or prior to the Capitalization Date. All of the outstanding shares equity interests of Company Common Stock the Acquired Companies have been duly authorized and validly issued, and are fully paid and non-assessable. Part 3.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subjectnonassessable. (b) The Company owns all of the authorized and outstanding capital stock and other equity interests of each of the Company’s Subsidiaries. The outstanding capital stock and other equity interests of the Company’s Subsidiaries owned by the Company are owned free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. The Company does not own, directly or indirectly, any capital stock or other equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or other equity interests of any other Entity. All of the Shares are held either directly or indirectly through DTC or in direct registry form through the Company Transfer Agent. (c) (i) None of the outstanding equity interests of any Acquired Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Company having a right to vote on any matters on which the holders of the outstanding equity interests of such Acquired Company have a right to vote; and (iii) there is no Contract to which any Acquired Company is bound 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 equity interests of such Acquired Company. The Shares and the Company Warrants constitute the only outstanding securities of the Company registered under the Securities Act. No Subsidiary of the Company owns any Shares. (d) As of the Capitalization Date: 24,809,840 Shares were reserved 490,200 shares of Company Common Stock and available for issuance under its 1993 Flexible Stock Incentive Planpursuant to the Company Equity Plans, of which options amount (i) 17,190,540 Shares were subject to purchase 208,625 shares are issuance pursuant to Company Options granted and outstanding under the Company Equity Plans; (ii) 461,557 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans; and (iii) 7,157,743 Shares were subject to issuance pursuant to the ungranted equity pool under the Company Equity Plans. (e) Except as described in Section 3.03(a) and except for the Company Options, Company RSUs and Company Warrants outstanding as of the execution and delivery of this Agreement (and Shares issuable upon the exercise thereof), as of the date of this Agreement. As of the date of this Agreement, the outstanding options are vested with respect to 44,750 shares and unvested with respect to 163,875 shares. Part 3.3 of the Disclosure Schedule accurately sets forth, with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such option; (ii) the total number of shares of Company Common Stock that are subject to such option and the number of shares of Company Common Stock with respect to which such option is immediately exercisable; (iii) the date on which such option was granted and the term of such Company Option; (iv) the vesting schedule for such option; (v) the exercise price per share of Company Common Stock purchasable under such option; and (vi) whether such option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 3.3 of the Disclosure Schedule, there is are no: (i) outstanding subscriptionshares of capital stock or other securities of any Acquired Company; (ii) outstanding subscriptions, optionoptions, callcalls, warrant warrants or right rights (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, performance stock unit, stock appreciation rights, incentive award measured based on the Shares, 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 any Acquired Company, in each case other than derivative securities not issued by any Acquired Company; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the any Acquired Company; (iiiiv) Contract stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the any Acquired Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (ivv) voting trusts or other Contract to which any Acquired Company is a party with respect to the knowledge of the Company, 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 voting of capital stock or other securities of the any Acquired Company. (c) All outstanding shares of Company Common Stock, all outstanding Vested Company Options and all outstanding Unvested Company Options, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, except where the failure to so comply would not have a Material Adverse Effect on the Company, Parent, Merger Sub, or Surviving Corporation; and (ii) all requirements set forth in applicable Contracts. (df) The Company has never repurchased, redeemed made available to Parent a schedule that sets forth a listing of all Persons who hold outstanding Company Options or otherwise reacquired any shares of capital stock or other securities Company RSUs as of the close of business on the Capitalization Date, indicating, with respect to each Company Option and Company RSU, the number of Shares subject thereto and, with respect to each Company Option, the per Share exercise price. Other than as set forth on such schedule, the Company Warrants and equity based awards in the ungranted equity pool under the Company Equity Plans, as of the Capitalization Date, there are no issued, reserved for issuance, outstanding or authorized stock options, restricted stock units, performance stock units, subscriptions, options, warrants, calls, rights, stock appreciation rights, incentive awards measured based on the Shares, phantom stock, profit participation, or similar equity or equity based awards with respect to any Acquired Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 15,000,000 100,000,000 shares of Company Common Stock (with no par value)Stock, of which 4,673,175 34,431,768 shares have been are issued and are outstanding as of the date of this Agreement; and and (ii) 5,000,000 10,000,000 shares of Preferred Stock (with no Stock, $0.00001 par value)value per share, 231,000 of which have been designated "1,992.5 shares of Series A Preferred Stock" Stock and none 1,705 shares of which have been Series B Preferred Stock are issued or and are outstanding as of the date of this Agreement. Except as set forth in Part 2.3(a)(i) of the Disclosure Schedule, the Company does 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 non-assessablenonassessable. There are no shares of Company Common Stock held by any of the other Acquired Corporations. Except as set forth in Part 2.3(a)(ii) of the Disclosure Schedule: (A) 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; (B) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (C) 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 granting any option or similar right with respect to), any shares of Company Common Stock. None of the Acquired 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. Part 3.3 2.3(a)(iii) of the Disclosure Schedule provides an accurate accurately and complete description of the terms of each completely describes all repurchase option which is rights held by the Company with respect to shares of Company Common Stock (including shares issued pursuant to the exercise of stock options), and to specifies which any of such shares is subjectthose repurchase rights are currently exercisable. (b) The Company reserved 490,200 shares of Company Common Stock for issuance under its 1993 Flexible Stock Incentive Plan, of which options to purchase 208,625 shares are outstanding as of the date of this Agreement. As of the date of this Agreement: (i) 8,096,600 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company’s 1997 Stock Option Plan (the “1997 Plan”) and/or the Company’s 2002 Stock Plan (the “2002 Plan”); (ii) 11,675,521 shares of Company Common Stock are reserved for future issuance pursuant to the Company Warrants; and (iii) 1,738,239 shares of Company Common Stock are reserved for future issuance pursuant to other agreements entered into by the Company. (Options to purchase shares of Company Common Stock (whether granted by the Company pursuant to the 1997 Plan, the outstanding options 2002 Plan, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted) are vested with respect referred to 44,750 shares and unvested with respect to 163,875 shares. in this Agreement as “Company Options”.) Part 3.3 2.3(b) of the Disclosure Schedule accurately sets forth, forth the following information with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (iA) the particular Option Plan (if any) pursuant to which such Company Option was granted; (B) the name of the holder of such optionoptionee; (iiC) the total number of shares of Company Common Stock that are subject to such option and the number of shares of Company Common Stock with respect subject to which such option is immediately exercisableCompany Option; (iiiD) the exercise price of such Company Option; (E) the date on which such option Company Option was granted granted; (F) the applicable vesting schedule, and the term of extent to which such Company OptionOption is vested and exercisable as of the date of this Agreement; (ivG) the vesting schedule for date on which such Company Option expires; and (H) whether such Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. Part 2.3(b) of the Disclosure Schedule also sets forth the following information with respect to each Company Warrant outstanding as of the date of this Agreement: (1) the name of the grantee; (v2) the number of shares of Company Common Stock subject to such Company Warrant; (3) the exercise price per share of such Company Common Stock purchasable under Warrant; (4) the date on which such optionCompany Warrant was granted; (5) the extent to which such Company Warrant is exercisable as of the date of this Agreement; and (vi6) whether the date on which such option Company Warrant expires. The Company has been designated an "incentive stock option" as defined in Section 422 made available to Parent accurate and complete copies of the Code1997 Plan, the 2002 Plan and the forms of all stock option agreements evidencing outstanding Company Options. The Company has made available to Parent accurate and complete copies of the Company Warrants. (c) Except as set forth in Part 3.3 2.3(b) of the Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; (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 any of the CompanyAcquired Corporations; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the CompanyAcquired Corporations from an Acquired Corporation. (cd) All Except as set forth in Part 2.3(d) of the Disclosure Schedule, all outstanding shares of Company Common Stock, all outstanding Vested Company Options options, warrants and all outstanding Unvested Company Options, other securities of the Acquired Corporations have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal Requirements, except where the failure to so comply would not have a Material Adverse Effect on the Company, Parent, Merger Sub, or Surviving Corporation; and (ii) all requirements set forth in applicable Contracts. (de) The Company has never repurchased, redeemed or otherwise reacquired any All of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 15,000,000 of 10,000,000 shares of Common Stock (with Stock, no par value), of which 4,673,175 10,000,000 shares have been issued and are outstanding (“Capital Stock”) as set forth on Schedule I. The Company does not now, and never has had, a Stock Option Plan or any other plan pursuant to which stock options or other rights, including but not limited to, warrants, subscriptions, calls or other rights to purchase securities of the date of this Agreement; and (ii) 5,000,000 shares of Preferred Stock (with no par value), 231,000 of which have been designated "Series A Preferred Stock" and none of which Company have been issued to any Person. There are no shares of capital stock held in the Company’s treasury. There are no beneficial or are outstanding as record owners of the date Company’s Capital Stock other than the Shareholders, except as set forth in Section 2.3(a) of this Agreementthe Disclosure Schedule, which sets forth the names and addresses of all such Company stockholders other than the Shareholders and the number of shares of Company Common Stock owned by each of such stockholders. All of the outstanding shares of Company Common Company’s Capital Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 3.3 of the Disclosure Schedule provides an accurate , and complete description of the terms of each repurchase option which is held by the Company and to which any none of such shares is subjectsubject to any repurchase option or restriction on transfer (other than restrictions on transfer imposed by virtue of applicable federal and state securities laws). Each of the Shareholders has good and valid title to the Company Common Stock listed opposite such Shareholder’s name on Schedule I free and clear of any and all Encumbrances, and as of the Closing Date, Tarantella will acquire good and valid title to all of the outstanding shares of Company Capital Stock free and clear of any and all Encumbrances. (b) The Company reserved 490,200 shares of Company Common Stock for issuance under its 1993 Flexible Stock Incentive Plan, of which options to purchase 208,625 shares are outstanding as of the date of this Agreement. As of the date of this Agreement, the outstanding options are vested with respect to 44,750 shares and unvested with respect to 163,875 shares. Part 3.3 of the Disclosure Schedule accurately sets forth, with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such option; (ii) the total number of shares of Company Common Stock that are subject to such option and the number of shares of Company Common Stock with respect to which such option is immediately exercisable; (iii) the date on which such option was granted and the term of such Company Option; (iv) the vesting schedule for such option; (v) the exercise price per share of Company Common Stock purchasable under such option; and (vi) whether such option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 3.3 Section 2.3(b) of the Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire acquire, or otherwise relating to, any shares of the 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 (iv) to the knowledge of the Company, 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. (c) All outstanding shares of Company Common Stock, all outstanding Vested Company Options and all outstanding Unvested Company Options, Capital Stock have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, except where the failure to so comply would not have a Material Adverse Effect on the Company, Parent, Merger Sub, or Surviving Corporation; and (ii) all requirements set forth in applicable Contracts. (d) The Company has never Any shares of Capital Stock or other securities repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities by the Company were validly reacquired in compliance with (i) the applicable provisions of the CompanyCorporation Code of the State of California and all other applicable Legal Requirements, and (ii) any requirements set forth in applicable Contracts.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 15,000,000 12,000,000 shares of Company Common Stock (with no par value)Stock, of which 4,673,175 8,051,601 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Preferred Stock (with no par value), 231,000 of which have been designated "Series A Preferred Stock" and none of which have been issued or are outstanding as of the date of this Agreement. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable. All outstanding shares of Company Common Stock and all outstanding Company Options, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable Contracts. Part 3.3 2.3(a) of the Company Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any shares of such shares capital stock of the Company is subject. (b) The Company has reserved 490,200 1,948,399 shares of Company Common Stock for issuance under its 1993 Flexible the Company Stock Incentive PlanOption Plans, of which options to purchase 208,625 1,762,836 shares are outstanding as of the date of this Agreement. As Part 2.3(b) of the date of this Agreement, the outstanding options are vested with respect to 44,750 shares and unvested with respect to 163,875 shares. Part 3.3 of the Company Disclosure Schedule accurately sets forth, with respect to each Vested option to purchase Company Option and Unvested Company Option that is Common Stock outstanding as of the date of this Agreement: hereof (whether vested or unvested) (the "Company Options"): (i) the name of the holder of such optionCompany Option; (ii) the total number of shares of Company Common Stock that are subject to such option Company Option and the number of shares of Company Common Stock with respect to which such option Company Option is immediately exercisable; (iii) the date on which such option Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such optionCompany Option; (v) the exercise price per share of Company Common Stock purchasable under such optionCompany Option; and (vi) whether such option Company Option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 3.3 of for Company Options granted pursuant to the Disclosure ScheduleCompany Stock Option Plans, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the 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 securitiessecurities of the Company; or (iv) to the knowledge of the Company, 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 (clauses (i) through (iv) above, collectively "Company Rights"). The Company has not issued any debt securities which grant the holder thereof any right to vote on, or veto, any actions by the Company. (c) All of the outstanding shares of capital stock of the Subsidiaries of the Company Common Stock, all outstanding Vested Company Options and all outstanding Unvested Company Options, have been issued duly authorized and granted are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company or the ESOP, in compliance with (i) all applicable securities laws and other applicable Legal Requirements, except where the failure to so comply would not have a Material Adverse Effect on case of shares owned by the Company, Parent, Merger Sub, or Surviving Corporation; free and (ii) all requirements set forth in applicable Contractsclear of any Encumbrances. (d) 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 with (i) the applicable provisions of the CGCL and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) The certificate referred to in Section 6.5(f) shall be accurate and complete.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 15,000,000 of 70,000,000 shares of Company Common Stock, 5,400,000 shares of Company Series A Preferred Stock, 2,188,425 shares of Company Series A-1 Preferred Stock, 2,175,162 shares of Company Series B Preferred Stock (with no par value), of which 4,673,175 shares have been issued and are outstanding as 5,000,000 undesignated shares. As of the date of this Agreement; and (ii) 5,000,000 , 7,724,137 shares of Preferred Stock (with no par value)Company Common Stock, 231,000 4,737,561 shares of which have been designated "Company Series A Preferred Stock" , 2,188,425 shares of Company Series A-1 Preferred Stock and none 2,162,150 shares of which have been Company Series B Preferred Stock are issued or are outstanding as of the date of this Agreementand outstanding. All of the outstanding shares of Company Common Stock and Company Preferred Stock have been duly authorized and validly issued, and are fully paid and non-non assessable. Part 3.3 As of the date of this Agreement, Part 2.3(a) of the Company Disclosure Schedule sets forth the names of the Company’s stockholders and the class, series and number of shares of the Company’s capital stock owned of record by such stockholders. All outstanding shares of Company Common Stock and Company Preferred Stock have been issued and granted in compliance with (i) all applicable federal and state securities laws, (ii) all other applicable Legal Requirements, except as would not reasonably be expected to have a Company Material Adverse Effect, and (iii) all requirements set forth in Company Constituent Documents and applicable Contracts. Part 2.3(a) of the Company Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any shares of capital stock of the Company is subject and identifies the Contract underlying such right. The Company has no authorized shares other than as set forth in this Section 2.3(a) and as of the date of this Agreement there are no issued and outstanding shares of the Company’s capital stock other than the shares of Company Common Stock and Company Preferred Stock as set forth in this Section 2.3(a). Except as set forth in Part 2.3(a) of the Company Disclosure Schedule, each share of Company Preferred Stock is subjectconvertible into Company Common Stock on a one-for-one basis. There are no declared but unpaid dividends with respect to any shares of capital stock of the Company. There are no shares of capital stock of the Company held in the Company’s treasury. (b) The Company has reserved 490,200 7,929,397 shares of Company Common Stock for issuance under its 1993 Flexible the Company Stock Incentive PlanOption Plans, of which options to purchase 208,625 5,711,475 shares of Company Common Stock granted under the Company Stock Option Plans are outstanding as of the date of this Agreement. As Options to purchase an additional 130,000 shares of Company Common Stock granted outside of the Company Stock Option Plans are outstanding as of the date of this Agreement. No shares of Company Common Stock remain available for future issuance under the Company’s 1991 Stock Option Plan and 2003 Stock Option Plan, and 279,848 shares of Company Common Stock remain available for future issuance under the outstanding options are vested with respect to 44,750 shares and unvested with respect to 163,875 sharesCompany’s 2007 Equity Incentive Plan. Part 3.3 2.3(b) of the Company Disclosure Schedule accurately sets forth, with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such optionCompany Option; (ii) the total number of shares of Company Common Stock that are subject to such option Company Option and the number of shares of Company Common Stock with respect to which such option Company Option is immediately exercisable; (iii) the date on which such option Company Option was granted and the term of such Company Option; and (iv) the vesting schedule for such option; (v) the exercise price per share of Company Common Stock purchasable under such option; and Company Option. 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 (vithe “Grant Date”) whether such option has been designated an "incentive stock option" by all necessary corporate action, including, as defined in Section 422 applicable, approval by the board of directors or compensation committee of the Code. Except Company and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, each such grant was made in accordance with the terms of the Company Stock Option Plans and all other applicable Legal Requirements and, except as set forth in Part 3.3 2.3(b) of the Company Disclosure Schedule, the per share exercise price of each Company Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date. (c) Except as described in Section 2.3(b) or in Part 2.3(c) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the 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 (iv) to the knowledge of the Company, 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. (c) All outstanding shares of Company Common Stock, all outstanding Vested Company Options and all outstanding Unvested Company Options, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, except where the failure to so comply would not have a Material Adverse Effect on the Company, Parent, Merger Sub, or Surviving Corporation; and (ii) all requirements set forth in applicable Contracts. (d) The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company.currently

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 15,000,000 shares of Common Stock (with no par value)275,000,000 Shares, of which 4,673,175 shares have 231,156,742 Shares had been issued and are were outstanding as of the date close of this Agreement; business on September 9, 2020 (the “Capitalization Date”), and (ii) 5,000,000 10,000,000 shares of Company Preferred Stock (with no par value)Stock, 231,000 of which have been designated "Series A Preferred Stock" and none no shares are outstanding. From the Capitalization Date to the execution of which have been this Agreement, the Company has not issued any Shares except pursuant to the exercise of Company Options or are the settlement of Company RSUs, in each case outstanding as of the date Capitalization Date in accordance with their terms and, from the Capitalization Date to the execution of this Agreement, the Company has not issued any Company Options, Company RSUs or other equity or equity-based awards, in each case, other than pursuant to any offer of employment or Contract, in either case dated on or prior to the Capitalization Date. All of the outstanding shares equity interests of Company Common Stock the Acquired Companies have been duly authorized and validly issued, and are fully paid and non-assessable. Part 3.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subjectnonassessable. (b) The Company owns all of the authorized and outstanding capital stock and other equity interests of each of the Company’s Subsidiaries, except as set forth on ‎Section 3.03(b) of the Company Disclosure Schedule. The outstanding capital stock and other equity interests of the Company’s Subsidiaries owned by the Company are owned free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except as set forth on ‎Section 3.03(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or other equity interests of any Entity. (i) None of the outstanding equity interests of any Acquired Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) there are no outstanding bonds, debentures, notes or other indebtedness of any Acquired Company having a right to vote on any matters on which the holders of the outstanding equity interests of such Acquired Company have a right to vote; and (iii) there is no Contract to which any Acquired Company is bound 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 equity interests of such Acquired Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act. No Subsidiary of the Company owns any Shares. (d) As of the close of business on the Capitalization Date: (i) 7,398,865 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 126,026 Shares were subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (iii) 10,454,510 Shares were reserved 490,200 shares of Company Common Stock for future issuance under its 1993 Flexible Stock Incentive Plan, of which options to purchase 208,625 shares are the Company Equity Plans and (iv) 500,000 Shares were reserved for future issuance under the Company ESPP. (e) Except as set forth in this ‎Section 3.03 and except for the Company Options and Company RSUs outstanding as of the date of this Agreement. As of the date of this Agreement, the outstanding options are vested with respect to 44,750 shares Agreement (and unvested with respect to 163,875 shares. Part 3.3 of the Disclosure Schedule accurately sets forth, with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such option; (ii) the total number of shares of Company Common Stock that are subject to such option and the number of shares of Company Common Stock with respect to which such option is immediately exercisable; (iii) the date on which such option was granted and the term of such Company Option; (iv) the vesting schedule for such option; (v) Shares issuable upon the exercise price per share of Company Common Stock purchasable under such option; and (vi) whether such option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 3.3 of the Disclosure Scheduleor settlement thereof), there is are no: (i) outstanding subscriptionshares of capital stock or other securities of any Acquired Company; (ii) outstanding subscriptions, optionoptions, callcalls, warrant warrants or right rights (whether or not currently exercisable) 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 any Acquired Company, in each case other than derivative securities not issued by any Acquired Company; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the any Acquired Company; (iiiiv) Contract stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the any Acquired Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (ivv) voting trusts or other Contract to which any Acquired Company is a party with respect to the knowledge of the Company, 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 voting of capital stock or other securities of the any Acquired Company. (cf) All ‎Section 3.03(f) of the Company Disclosure Schedule sets forth a listing of all Persons who hold outstanding shares of Company Common Stock, all outstanding Vested Company Options or Company RSUs as of the close of business on the Capitalization Date, indicating, with respect to each Company Option and all outstanding Unvested Company RSU, the number of Shares subject thereto, the date of grant, the Company Equity Plan pursuant to which the award was granted, the vesting schedule and, for Company Options, have been issued the per Share exercise price and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, except where expiration date. Other than Shares reserved for future issuance under the failure to so comply would not have a Material Adverse Effect on the Company, Parent, Merger Sub, Company ESPP or Surviving Corporation; and (ii) all requirements as set forth in applicable Contracts. (d) The Company has never repurchasedthis ‎Section 3.03(f), redeemed or otherwise reacquired any shares of capital stock or other securities as of the Capitalization Date, there is no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar equity or equity-based awards with respect to any Acquired Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 15,000,000 60,771,260 shares of the Company Common Stock (with no Stock, $0.001 par value), of which 4,673,175 10,878,512 shares have been issued and are outstanding as of the date of this Agreementoutstanding; and (ii) 5,000,000 41,000,000 shares of Preferred Stock (with no par value), 231,000 of which have been designated "the Company Series A Preferred Stock" and none , $0.001 par value, of which have been issued or 40,705,875 shares are outstanding as and (iii) 1,749,260 shares of the Company Series B Preferred Stock, 0.001 par value, of which no shares are outstanding, in each case giving effect to the filing of a restated certificate of incorporation on the date of this Agreementhereof. All of the outstanding shares of Company Common the Capital Stock have been duly authorized and validly issued, and are fully paid and non-assessablenonassessable. Part 3.3 Section 2.2(a) of the Company Disclosure Schedule provides an accurate and complete description of sets forth the terms name of each repurchase option which is held by stockholder of the Company and to which any the number of such shares held of record by each stockholder. Each stockholder of the Company is subjectan Accredited Investor for the reasons set forth in Section 2.2(a) of the Company Disclosure Schedule. (b) The Company reserved 490,200 shares of Company Common Stock for issuance under its 1993 Flexible Stock Incentive Plan, of which options to purchase 208,625 shares are outstanding as Section 2.2(b) of the date Company Disclosure Schedule sets forth a list and description of this Agreement. As all Company Options, Company Warrants and other rights of any kind for purchase or acquisition of, and any securities convertible or exchangeable for, any capital stock of the date of this AgreementCompany granted by the Company other than the Company Series A Preferred Stock and the Company Series B Preferred Stock (collectively, the outstanding options are vested with respect to 44,750 shares and unvested with respect to 163,875 shares. Part 3.3 of the Disclosure Schedule accurately sets forth“Convertible Company Securities”), with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (i) the name of including the holder of such option; (ii) thereof, the total number and class or series of shares of Company Common Capital Stock that are subject to such option and the number of shares of Company Common Stock with respect to which such option is immediately exercisable; (iii) the date on which such option was granted and the term of such Company Option; (iv) the vesting schedule for such option; (v) thereto, the exercise price per share and date of grant thereof. Each of such Convertible Company Common Stock purchasable under such option; and (vi) whether such option Securities has been designated an "incentive stock option" as defined granted in Section 422 of the Code. compliance with all applicable Laws. (c) Except as set forth in Part 3.3 Section 2.2(b) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock are no preemptive or other securities outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of the Company; (ii) outstanding security, instrument or obligation any kind 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 obligate the Company is to issue or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the knowledge of the Company, 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. (c) All outstanding shares of Company Common Stock, all outstanding Vested Company Options and all outstanding Unvested Company Options, have been issued and granted in compliance with (i) all applicable or any securities laws and other applicable Legal Requirements, except where the failure to so comply would not have a Material Adverse Effect on the Company, Parent, Merger Subor obligations convertible or exchangeable into or exercisable for, or Surviving Corporation; and (ii) all requirements set forth in applicable Contracts. (d) The Company has never repurchasedgiving any Person a right to subscribe for or acquire, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of (i) 15,000,000 10,000,000 shares of Company Common Stock (with no par value)Stock, of which 4,673,175 3,956,234 shares have been issued and are outstanding as of the date of this Agreementoutstanding; and (ii) 5,000,000 1,844,357 shares of Preferred Stock (with no par value), 231,000 of which have been designated "Series A Preferred Stock" and none , of which have been issued or no shares are outstanding as outstanding; and (iii) 250,000 shares of Series B Preferred Stock, of which no shares are outstanding. There are no shares of capital stock held in the Company's treasury. Part 2.3(a) of the date Disclosure Schedule sets forth the names of this Agreementthe Company's shareholders and the number of shares of Company Common Stock owned of record by each of such shareholders. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 3.3 of the Disclosure Schedule provides an accurate , and complete description of the terms of each repurchase option which is held by the Company and to which any none of such shares is subjectsubject to any repurchase option or restriction on transfer (other than restrictions on transfer imposed by virtue of applicable federal and state securities laws). As of the date hereof, Parent is acquiring good and valid title to all of the outstanding shares of Company Common Stock, free and clear of any Encumbrances. (b) The Company has reserved 490,200 shares 3,000,000 share of Company Common Stock for issuance under its 1993 Flexible 1998 Stock Incentive Option/Stock Issuance Plan (the "Option Plan, of which options "). Options to purchase 208,625 an aggregate of 1,363,671 shares pursuant to the Option Plan are issued and outstanding as of the date of this Agreement. As (Stock options granted by the Company pursuant to the Option Plan are referred to in this Agreement as "Company Options" and holders of the date of this Agreement, the outstanding options Company Options are vested with respect referred to 44,750 shares and unvested with respect to 163,875 shares. as "Optionholders.") Part 3.3 2.3 of the Disclosure Schedule accurately sets forth, with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such optionCompany Option; (ii) the total number of shares of Company Common Stock that are subject to such option Company Option and the number of shares of Company Common Stock with respect to which such option Company Option is immediately exercisable; (iii) the date on which such option Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such optionCompany Option; (v) the exercise price per share of Company Common Stock purchasable under such optionCompany Option; and (vi) whether such option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 3.3 of the Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the 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 (iv) to the knowledge of the Company, 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. (c) All outstanding shares of Company Common Stock, all outstanding Vested Company Options and all outstanding Unvested Company Options, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, except where the failure to so comply would not have a Material Adverse Effect on the Company, Parent, Merger Sub, or Surviving Corporation; and (ii) all requirements set forth in applicable Contracts. (d) The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company.such

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 15,000,000 shares of Common Stock (with no par value)100,000,000 Shares, of which 4,673,175 36,644,755 shares have been issued and are outstanding as of the close of business on the day immediately preceding the date of this AgreementAgreement and 22,108,788 shares have been issued and are held as treasury shares; and (ii) 5,000,000 shares of Company Preferred Stock (with no par value)Stock, 231,000 of which have been designated "Series A Preferred Stock" and none of which no shares have been issued or are outstanding as of the date of this Agreementoutstanding. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and non-assessable. Part 3.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subjectnonassessable. (b) Except as set forth in Part 3.3(b) of the Company Disclosure Schedule: (i) none of the outstanding 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 are subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote on any matters on which the stockholders of the Company have a right to vote; and (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to 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. The Company reserved 490,200 shares of Company Common Stock for issuance constitutes the only outstanding class of securities of the Company or its Subsidiaries registered under its 1993 Flexible Stock Incentive Plan, of which options to purchase 208,625 shares are outstanding as the Securities Act. (c) As of the date of this Agreement: (i) 1,871,779 Shares are subject to issuance pursuant to Company Options granted and outstanding under the 2009 Plan; (ii) 29,079 Shares are subject to issuance pursuant to Company Options granted and outstanding under the 2007 Plan; (iii) 3,663,180 Shares are subject to issuance pursuant to Company Options granted and outstanding under the 2000 Plan; (iv) an aggregate of no Shares are subject to or otherwise deliverable in connection with outstanding Restricted Shares; (v) an aggregate of 1,971,511 Shares are subject to or otherwise deliverable in connection with outstanding RSUs; (vi) 31,852 Shares are estimated to be subject to outstanding purchase rights under the ESPP (assuming that the closing price per share of Company Common Stock as reported on the on the purchase date for the current offering period was equal to the Merger Consideration); (vii) 11,002,845 Shares are reserved for future issuance under Company Equity Plans; and (viii) 503,429 Shares are reserved for future issuance under the ESPP. As of the date of this Agreement, the outstanding options are vested with respect to 44,750 shares and unvested with respect to 163,875 shares. Part 3.3 weighted average exercise price of the Disclosure Schedule accurately sets forthCompany Options outstanding as of that date was $20.50. The Company has delivered or otherwise made available to Parent or Parent’s Representatives copies of all Company Equity Plans covering the Company Options, with respect to each Vested Company Option Restricted Shares and Unvested Company Option that is RSUs outstanding as of the date of this Agreement: (i) Agreement and the name forms of all stock option agreements evidencing such Company Options. The Company has delivered or otherwise made available to Parent or Parent’s Representatives copies of the holder of such ESPP and applicable offering document. Other than as set forth in this Section 3.3(c), there is no issued, reserved for issuance, outstanding or authorized stock option; (ii) the total number of shares of Company Common Stock that are subject to such option and the number of shares of Company Common Stock , stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to which such option any of the Acquired Corporations. (d) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company is immediately exercisable; (iii) owned by the date on which such option was granted Company, directly or indirectly, beneficially and of record, by the term Company free and clear of such Company Option; (iv) the vesting schedule all Encumbrances and transfer restrictions, except for such option; (v) Encumbrances and transfer restrictions of general applicability as may be provided under the exercise price per share of Company Common Stock purchasable under such option; and (vi) whether such option has been designated an "incentive stock option" as defined in Section 422 of the CodeSecurities Act or other applicable securities laws. Except as set forth in this Section 3.3 or in Part 3.3 3.3(d) of the Company Disclosure Schedule, there is no: (i) outstanding shares of capital stock, or other equity interest in, the Company; (ii) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) 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 CompanyAcquired Corporations; (iiiii) outstanding security, instrument instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the CompanyAcquired Corporations; or (iiiiv) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Company Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; . (e) Part 3.3(e) of the Company Disclosure Schedule sets forth, as of the close of business on the business day immediately preceding this Agreement, a list of each Company Option and each Company Equity Award outstanding and in the case of a Company Option unexercised as of such date, which list specifies (i) the name of the holder, (ii) the number of Shares subject to such Company Option or Company Equity Award, as applicable, and (iviii) the exercise price of any such Company Option. (f) Each outstanding share of capital stock of each Subsidiary of the Company is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, and there are no subscriptions, options, warrants, rights, calls, contracts or other commitments, understandings, restrictions or arrangements relating to the knowledge issuance, acquisition, redemption, repurchase or sale of the Company, 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 equity or voting interests of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding security, instrument or agreement, any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any securities of any Subsidiary. None of the Acquired Corporations has any outstanding equity compensation plans or policies relating to the capital stock of, or other equity or voting interests in, any Subsidiary of the Company. (c) All outstanding shares of Company Common Stock, all outstanding Vested Company Options and all outstanding Unvested Company Options, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, except where the failure to so comply would not have a Material Adverse Effect on the Company, Parent, Merger Sub, or Surviving Corporation; and (ii) all requirements set forth in applicable Contracts. (d) The Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 15,000,000 shares 83,750,000 Shares, of Common Stock which 52,472,785 Shares had been issued and were outstanding as of the close of business on April 30, 2020 (with no par valuethe “Capitalization Date”), of which 4,673,175 shares have been issued and are outstanding as of the date of this Agreement; 4,223,189 Shares constituted Restricted Shares and (ii) 5,000,000 shares of Company Preferred Stock (with no par value)Stock, 231,000 of which have been designated "Series A Preferred Stock" and none no shares are outstanding. From the Capitalization Date to the execution of which have been this Agreement, the Company has not issued any Shares, including Restricted Shares, except pursuant to the exercise of Options (as defined in the Company ESPP) under the Company ESPP or are the exercise of Company Options outstanding as of the date of this AgreementCapitalization Date in accordance with their terms and, since the Capitalization Date, the Company has not issued any Company Options, Company RSUs or other equity or equity-based awards. All of the outstanding shares of Company Common Stock Shares have been duly authorized and validly issued, and are fully paid and non-assessable. Part 3.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subjectnonassessable. (bi) None of the outstanding equity interests of the Company are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) there are no outstanding bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having a right to vote on any matters on which the holders of the outstanding equity interests of the Company have a right to vote, as applicable; and (iii) there is no Contract to which the Company or any of its Subsidiaries is subject 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 equity interests of the Company. The Shares constitute the only outstanding class of securities of the Company registered under the Securities Act or the Exchange Act. (c) As of the close of business on the Capitalization Date: (i) 2,708,070 Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Equity Plans, (ii) 1,383,796 Shares were subject to issuance pursuant to In-The-Money Company Options granted and outstanding under the Company Equity Plans and such In-The Money Company Options had a weighted average exercise price of $5.75, (iii) 42,702 Shares were subject to issuance pursuant to Out-Of-The-Money Company Options granted and outstanding under the Company Equity Plans with an exercise price payable per Share less than $12.50 and such Out-Of-The-Money Company Options had a weighted average exercise price of $12.14, (iv) 944,076 Shares are subject to issuance pursuant to Company RSUs granted and outstanding under the Company Equity Plans, (v) 472,648 Shares were reserved 490,200 shares of Company Common Stock for future issuance under its 1993 Flexible Stock Incentive Plan, of which options to purchase 208,625 shares are Company Equity Plans and (vi) 349,650 Shares were reserved for future issuance under the Company ESPP. (d) 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. As of the date of this Agreement, the outstanding options are vested with respect to 44,750 shares Agreement (and unvested with respect to 163,875 shares. Part 3.3 of the Disclosure Schedule accurately sets forth, with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such option; (ii) the total number of shares of Company Common Stock that are subject to such option and the number of shares of Company Common Stock with respect to which such option is immediately exercisable; (iii) the date on which such option was granted and the term of such Company Option; (iv) the vesting schedule for such option; (v) Shares issuable upon the exercise price per share of Company Common Stock purchasable under such option; and (vi) whether such option has been designated an "incentive stock option" as defined in Section 422 of the Code. Except as set forth in Part 3.3 of the Disclosure Scheduleor vesting thereof), there is are no: (i) outstanding subscriptionshares of capital stock or other securities of the Company; (ii) outstanding subscriptions, optionoptions, callcalls, warrant warrants or right rights (whether or not currently exercisable) 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 of its Subsidiaries, in each case other than derivative securities not issued by the Company; (iiiii) outstanding securitysecurities, instrument instruments, bonds, debentures, notes or obligation obligations that is are or may become convertible into or exchangeable for any shares of the capital stock or other securities of the CompanyCompany or any of its Subsidiaries; (iiiiv) Contract stockholder rights plans (or similar plans commonly referred to as a “poison pill”) or Contracts under which the Company or any of its Subsidiaries is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (ivv) voting trusts or other Contract to which the Company or any of its Subsidiaries is a party with respect to the knowledge voting of capital stock of the CompanyCompany or any of its Subsidiaries. (e) Section 3.3(e) of the Company Disclosure Schedule sets forth a listing of all Persons who hold outstanding Company Options, condition Company RSUs, or circumstance that may give rise Restricted Shares as of the close of business on the Capitalization Date, indicating, with respect to each Company Option, Company RSU, or provide a basis Restricted Share, as applicable, the number of Shares subject thereto, the date of grant, the vesting schedule applicable thereto, the per Share exercise price with respect each Company Option, and expiration date. Other than Shares reserved for future issuance under the assertion Company ESPP, the outstanding Options (as defined in the Company ESPP) under the Company ESPP or as set forth in this Section 3.3(e), as of a claim by any Person the date of the Capitalization Date, there is no issued, reserved for issuance, outstanding or authorized stock option, stock appreciation, phantom stock, profit participation or similar equity or equity-based awards with respect to the effect that such Person is entitled to acquire Company or receive any shares of its Subsidiaries. (f) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company. (c) All outstanding shares of Company Common Stock, all outstanding Vested Company Options and all outstanding Unvested Company Options, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, except where the failure to so comply would not have a Material Adverse Effect on is owned by the Company, Parentdirectly or indirectly, Merger Subbeneficially and of record, or Surviving Corporation; free and (ii) clear of all requirements set forth in applicable Contracts. (d) The Company has never repurchasedEncumbrances and transfer restrictions, redeemed or otherwise reacquired any shares except for such Encumbrances and transfer restrictions of capital stock general applicability as may be provided under the Securities Act or other applicable securities of the Companylaws.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: (i) 15,000,000 twenty-five million (25,000,000) shares of Company Common Stock, par value $.01 per share, and (ii) five million (5,000,000) shares of preferred stock, par value $.01 per share. As of the date hereof, (i) 8,440,948 shares of Company Common Stock (with no par value), of which 4,673,175 shares have been were issued and are outstanding 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 set forth in this Section 2.3(a) as of the date of this Agreement; and (ii) 5,000,000 hereof, no shares of Preferred Stock (with no par value), 231,000 of which have been designated "Series A Preferred Stock" and none of which have been issued or are outstanding as capital stock of the date of this AgreementCompany 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 non-assessablenonassessable. Part 3.3 There are no shares of Company Common Stock held by any of the Disclosure Schedule provides an accurate and complete description Company’s Subsidiaries. None of the terms outstanding shares of each repurchase option which Company Common Stock is held by entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right (whether pursuant to the certificate of incorporation or bylaws of the Company and or any Acquired Company Contract or any statute to which any of such shares 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 shares of Company Common Stock or capital stock of any Subsidiary of the Company or to provide any funds to or make any investment in (A) any Subsidiary of the Company that is not wholly-owned by the Company or (B) any other Person. (b) The As of the date hereof, Company reserved 490,200 Options to acquire an aggregate of 731,900 shares of Company Common Stock for issuance under its 1993 Flexible Stock Incentive Plan, of which pursuant to stock options to purchase 208,625 shares have been granted and are outstanding as under the Company’s 1996 Stock Option Plan and no Company Options, no shares of Company Common Stock or any other awards have been granted under the Company’s 2005 Incentive Compensation Plan. Section 2.3(b) of the date of this Agreement. As of Company Disclosure Letter sets forth the date of this Agreement, the outstanding options are vested with respect to 44,750 shares and unvested with respect to 163,875 shares. Part 3.3 of the Disclosure Schedule accurately sets forth, following information with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (i) the name of the holder of such optionoptionee; (ii) the total number of shares of Company Common Stock that are subject to such option and the number of shares of Company Common Stock with respect subject to which such option is immediately exercisableCompany Option; (iii) the exercise price of such Company Option; (v) the date on which such option Company Option was granted and the term of such Company Option; (iv) the vesting schedule for such optiongranted; (v) the exercise price per share extent to which such Company Option is vested and exercisable as of the date of this Agreement; (vi) the date on which such Company Common Stock purchasable under such optionOption expires; and (vivii) whether such option has been designated Company Option is an "incentive stock option or a non-qualified stock option" as defined . The Company has delivered to Parent accurate and complete copies of all plans and agreements pursuant to which the Company has granted Company Options; provided, however, that, to the extent any agreements grant Company Options pursuant to a plan, the Company has delivered accurate and complete copies of the forms of all stock option agreements evidencing such options. (c) Except for Company Options disclosed in Section 422 2.3(b) of the Code. Except as set forth in Part 3.3 of the Company Disclosure ScheduleLetter, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) granted by an Acquired Company to acquire any shares of the capital stock or other securities of any of the CompanyAcquired Companies; (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 any of the CompanyAcquired Companies; (iii) rights agreement, shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Company Acquired Companies is or may become obligated to issue, deliver or sell or repurchase, redeem or otherwise issue acquire any shares of its capital stock or any other securities; or securities (iv) to the knowledge of the Company, 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. (c) All outstanding shares of Company Common Stock, all outstanding Vested Company Options and all outstanding Unvested Company Options, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirementsthrough (iii) collectively, except where the failure to so comply would not have a Material Adverse Effect on the Company, Parent, Merger Sub, or Surviving Corporation; and (ii) all requirements set forth in applicable Contracts“Stock Rights”). (d) The Company has never repurchased, redeemed or otherwise reacquired any All of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries have been duly authorized and are validly issued, are fully paid and nonassessable and are owned beneficially and of record by the Company, free and clear of any encumbrances and except for the subsidiaries disclosed on Section 2.3(d) of the Company Disclosure Letter, are not subject to any preemptive rights.

Capitalization, Etc. (a) The authorized capital stock of the Company consists of: of (i) 15,000,000 35,000,000 shares of Company Common Stock (with no par value)Stock, of which 4,673,175 7,568,664 shares have been issued and are outstanding as of the date of this Agreement; outstanding, and (ii) 5,000,000 15,000,000 shares of Company Preferred Stock (with no par value)Stock, 231,000 of which have been designated "Series A Preferred Stock" and none of which 3,508,995 shares have been issued or and are outstanding as of the date of this Agreementoutstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non-assessable. Part 3.3 2.5(a) of the Company Disclosure Schedule provides an accurate and complete description sets forth the ownership of the terms 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 each repurchase option which is held by applicable federal and state securities laws) (“Restricted Shares”). The Stockholders own 100% of the equity of the Company (the “Company Equity”) and to which any of such shares is subject. (bPart 2.5(a) The Company reserved 490,200 shares of Company Common Stock for issuance under its 1993 Flexible Stock Incentive Plan, of which options to purchase 208,625 shares are outstanding as of the date of this Agreement. As of the date of this Agreement, the outstanding options are vested with respect to 44,750 shares and unvested with respect to 163,875 shares. Part 3.3 of the Company Disclosure Schedule accurately sets forthforth a complete and correct list of (a) the issued and outstanding Company Equity, with respect to each Vested Company Option and Unvested Company Option that is outstanding as of the date of this Agreement: (i) including the name of the holder of such option; (ii) the total number of shares of Company Common Stock that are subject to such option record and beneficial owner thereof and the number of shares of Company Common Capital Stock held thereby and specifying the class of such stock, and (b) all outstanding options to acquire Company Equity, including with respect to which each such option, the holder, the number of shares of Company Capital Stock subject thereto, the grant date, the exercise price for such option is immediately exercisable; (iii) and the date on which such option was granted expires. All of the outstanding Company Equity has been, and the term of such Company Option; (iv) the vesting schedule for such option; (v) all shares which may be issued pursuant to the exercise price per share of options to purchase shares of Company Common Capital Stock purchasable under such option; or warrants exercisable into Company Capital Stock, when issued in accordance with the applicable security, will be, duly authorized, validly issued and (vi) whether such option has been designated an "incentive stock option" as defined in are fully paid and non-assessable. Other than pursuant to Section 422 262 of the Code. DGCL, none of the Stockholders are entitled to, and no shares of Company Capital Stock are subject to, dissenter’s rights, appraisal rights, or any similar rights in any other jurisdiction. (b) Except as set forth in on Part 3.3 2.5(a) of the Company Disclosure Schedule, there is are no: (i) outstanding subscriptionsubscriptions, optionoptions, callcalls, warrant warrants, or right rights (whether or not currently exercisable) to purchase or acquire any shares of the capital stock or other securities of the Company; (ii) outstanding securitysecurities, instrument instruments, or obligation obligations that is are 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 (iv) to the knowledge of the Company, 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. (c) All outstanding shares of Company Common Stock, all outstanding Vested Company Options and all outstanding Unvested Company Options, Capital Stock have been issued and granted in compliance with with: (i) all applicable securities laws and other applicable Legal RequirementsLaws; and (ii) all requirements set forth in applicable Contracts. There are no preemptive rights applicable to any shares of Company Capital Stock or other rights to subscribe for or purchase securities of the Company. (d) The Company has not repurchased, except where the failure redeemed or otherwise reacquired any shares of capital stock or other securities, other than a repurchase of unvested shares and shares subject to so comply would not have a Material Adverse Effect repurchase rights on the Company, Parent, Merger Sub, termination of employment or Surviving Corporationconsulting services. All securities so reacquired by the Company were reacquired in compliance with: (i) all applicable Laws; and (ii) all requirements set forth in applicable Contracts. (de) The With respect to the Company Preferred Stock, the Company has never repurchasedtaken all actions necessary and received all required approvals, redeemed or otherwise reacquired any shares including to obtain the approval of capital stock or other securities the Board of Directors of the Company and the approval of the holders of Company Common Stock (in each case, as and if required by applicable Law and the Organizational Documents of the Company), to file a Certificate of Validation in respect of the Company Preferred Stock.