Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 Common Shares, 187,113,577 of which were issued and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10May 6, 2023 2022 (the “Capitalization Date”), the Company was authorized capital stock of the Company consisted to issue a maximum of (i) 250,000,000 200,000,000 Common Shares, 187,113,577 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 3,992 shares of series A preferred stockshares, no par value $0.001 per share(“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of capital stock shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 8,379,746 Common Shares, (B) 3,025,659 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (ED) 4,349,617 1,711,774 Common Shares reserved for future issuance under the Company Stock Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Stock Plan AwardsDisclosure Letter. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Share Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Share Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Share Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock PlanShare Plan or Company ESPP, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaqthe NYSE, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Share Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, 2.4 and the treatment of Company Stock Share Plan Awards as described in Section 2.4 2.4, as of the Effective Time will be binding on the holders of Company Stock Share Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Share Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Share Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Share Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Common Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (d) As of the date of this Agreement, other than the Company Stock Share Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company RemainCo Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company RemainCo Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company RemainCo Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company RemainCo Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company RemainCo Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company RemainCo Subsidiary or (B) affecting the voting rights of securities of the Company or any Company RemainCo Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company RemainCo Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company RemainCo Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company RemainCo Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of 125,000,000 shares of common stock, par value $0.001 per share (i) 250,000,000 “Common Shares, 187,113,577 of which were issued and outstanding and none of which were held by the Company as treasury sharesStock”), and (ii) 5,000,000 10,000,000 shares of preferred stock, par value $0.001 per shareshare (“Preferred Stock”) of which 1 share of series A preferred stock, par value $0.001 per share (“Series A Preferred Stock”), has been authorized and designated. At the close of business on September 29, 2014 (except with respect to clause (ii), which representation is made as of the Company date of this Agreement and as of the Expiration Date) (the “Company Preferred SharesCapitalization Date”), (i) 40,448,530 shares of Common Stock were issued and outstanding; (ii) 1 share of Series A Preferred Stock was issued and outstanding and no other shares of Preferred Stock were issued and outstanding; (iii) no shares of Common Stock or Preferred Stock were held by the Company in its treasury; (iv) an aggregate of 6,180,576 shares of Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans, of which 4,186,840 shares of Common Stock were underlying outstanding and unexercised options to purchase shares of Common Stock (collectively, “Company Options”), 1,789,843 shares of Common Stock were underlying outstanding and unvested restricted stock units (collectively, “Restricted Stock Units”), and 203,893 shares of Common Stock were underlying outstanding restricted stock awards (collectively, “Restricted Stock Awards”); and (v) an aggregate of 1,932,483 shares of Common Stock were reserved for issuance in respect of future awards under the Company’s 2011 Incentive Plan, as amended. Except as set forth in the preceding sentence, at the close of business on the Capitalization Date, no shares of which capital stock or other voting securities of or equity interests in the Company were issued and issued, reserved for issuance or outstanding. There are no From and after the Capitalization Date until and including the date hereof, the Company has not issued any shares of its capital stock (other classes than in respect of the valid exercise of Company Options or upon the valid settlement of Restricted Stock Units), has not granted any options, restricted stock, restricted stock units, stock appreciation rights, warrants or rights or entered into any other agreements to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock and has not split, combined or reclassified any of its shares of capital stock stock. All of the Company outstanding Shares and shares of Preferred Stock are, and all Shares and shares of Preferred Stock that may be issued prior to the Effective Time will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Other than as set forth on Section 4.02(a) of the Disclosure Letter, there are no bonds, debentures, notes or other Indebtedness or securities indebtedness of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which holders of capital stock of the Company Common Stock may vote authorized, issued or outstanding. As of (the close of business on the Capitalization Date, there were (A) outstanding “Voting Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performanceDebt”), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b4.02(b) of the Company Disclosure Letter sets forthcontains a true, correct and complete list, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, of (i) the name (of each holder of Company Options, Restricted Stock Units or employee identification number) and country of residence (if outside the U.S.) of the holder thereofRestricted Stock Awards, (ii) the number of Common Shares issuable thereunderCompany Stock Plan under which such Company Option, Restricted Stock Unit or Restricted Stock Award was granted, (iii) the exercise price or strike price (if any) relating theretonumber of outstanding Company Options, Restricted Stock Units and Restricted Stock Awards held by such holder, (iv) the grant datedate of each such Company Option, Restricted Stock Unit and Restricted Stock Award, (v) the amount vested (or exercisable) and outstanding number of Shares such holder is entitled to receive upon the exercise of each Company Option and the amount unvested (or not exercisable) and outstanding and corresponding exercise price, (vi) the expiration date of each Company Option and (vii) the vesting schedule of each such Company Option, Restricted Stock Plan in accordance with which the award was madeUnit and Restricted Stock Award. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share an exercise price no less than the fair market value of a Common Share on the applicable Company Option Grant Date, and underlying Shares as of the date of such grant. Except for the Company has not granted any Options, Restricted Stock Units and Restricted Stock Awards listed on Section 4.02(a) of the Disclosure Letter and for changes since the Capitalization Date resulting from (x) the exercise of Company Options that are subject to Section 409A outstanding on such date and (y) the vesting and settlement of the Code. Each grant of a Company Restricted Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance withUnits and Restricted Stock Awards outstanding on such date, to the extent applicable, there are no outstanding (A) shares of capital stock, voting securities, other ownership interests or (other than as set forth on Section 4.02(a) of the applicable Disclosure Letter) other securities of the Company Stock Planor any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company or any of its Subsidiaries, (B) all applicable options, warrants, rights or other agreements or commitments requiring the Company or any of its Subsidiaries to issue, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities Laws and or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company or any applicable listing and governance rules and regulations of Nasdaqits Subsidiaries (or, in each case, the economic equivalent thereof), (C) (other than as set forth on Section 4.02(a) of the Code Disclosure Letter) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company or any of its Subsidiaries, or (D) restricted shares, stock appreciation rights, performance shares or units, contingent value rights, “phantom” stock or similar securities or rights issued by the Company or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock or voting securities of, or other ownership interests in, the Company (the items in clauses (A), (B), (C) and (D) all other applicable Laws. The Company has the requisite power and authority), in accordance together with the capital stock of the Company or any of its Subsidiaries, being referred to collectively as “Company Securities”). (c) Except pursuant to this Agreement, there are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company. All outstanding securities of the Company and its Subsidiaries have been offered and issued in compliance in all material respects with all applicable Company Stock Plansecurities Laws, including the applicable award agreements Securities Act of 1933, as amended (the “Securities Act”) and any other applicable contract“blue sky” Laws. (d) All “significant subsidiaries” of the Company, to take as such term is defined in Section 1-02 of Regulation S-X under the actions contemplated by Section 2.4Exchange Act, and all entities listed on Exhibit 21.1 to the treatment Company’s annual report on Form 10-K for its fiscal year ended December 31, 2013, and their respective jurisdictions of Company Stock Plan Awards as described organization are listed in Section 2.4 as 4.02(d) of the Effective Time will be binding on the holders of Company Stock Plan AwardsDisclosure Letter. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities ofequity interests in, each significant subsidiary have been validly issued and are fully paid and nonassessable and are owned, directly or indirectly, by the Company or free and clear of any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations Liens. None of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of recordits Subsidiaries, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests owns any interest in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common SharesCompany’s Subsidiaries. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of (i) 250,000,000 20,000,000 shares of Company Common Shares, 187,113,577 of which were issued Stock and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 1,000,000 shares of preferred stock, par value $0.001 0.01 per share, of the which 10,000 shares are designated Series A Junior Participating Preferred Stock, 10 shares are designated as Series B Preferred Stock and 588,229 shares are designated as Series C Preferred stock. As of August 2, 2006, 5,500,206 shares of Company (the “Company Preferred Shares”)Common Stock, no shares of which Series A Junior Participating Preferred Stock, no shares of Series B Preferred Stock and no shares of Series C Preferred Stock were issued and outstanding and 48,822 shares of Company Common Stock were held in the Company’s treasury. Except for the obligation of the Company to issue (i) 979,678 shares of Company Common Stock pursuant to Options currently outstanding (including the currently non-exercisable portions thereof), (ii) 437,029 shares of Company Common Stock pursuant to Warrants currently outstanding. There , (iii) shares of Series A Junior Participating Preferred Stock and shares of Company Common Stock under certain circumstances upon exercise of the rights (“Rights”) issued pursuant to that certain Rights Agreement, dated September 13, 1996, between the Company and StockTrans, Inc., as amended (the “Rights Agreement”) and (iv) rights pursuant to the employee stock purchase plan, non-tax qualified stock purchase plan and United Kingdom employee stock ownership plan of the Company (each a “Stock Purchase Plan,” and collectively, the “Stock Purchase Plans”), there are no outstanding options, warrants, calls, subscriptions or other classes rights or other agreements or commitments obligating the Company or any of its Subsidiaries to issue, transfer or sell any shares of capital stock of the Company or any of its Subsidiaries (as defined in paragraph (d) below). (b) All issued and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders outstanding shares of capital stock of the Company may vote authorizedare, and any additional shares issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than after the date on which the grant of such Company Option was by its terms hereof and prior to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on be, validly issued, fully paid and nonassessable and are not, and will not be, subject to, and were not, and will not be, issued in violation of, preemptive rights. There are no voting trusts or other agreements or understandings to which the holders of Company Stock Plan Awards. All is a party with respect to the voting of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with capital stock of the federal securities Laws Company or an appropriate exemption therefromany of its Subsidiaries. (c) All Section 3.02(c)(1) of the issued Disclosure Schedule contains a complete and correct list of each Warrant, including the holder, exercise price and number of shares of Company Common Stock subject thereto. There are no Rights outstanding that are currently exercisable and the Company is not party to any rights plan other than the Rights Agreement. The Company has reserved an aggregate of 1,600,000 shares of Company Common Shares have been, and all Stock for issuance under the Stock Purchase Plans. Section 3.02(c)(2) of the Common Shares that may be issued in accordance with any Disclosure Schedule sets forth a complete and correct listing of each holder of Options, the Company Stock Plan Awards will benumber of shares subject to the Option(s) held by such holder, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rightsexercise price for such Option(s). (d) As Section 3.02(d) of the date Disclosure Schedule sets forth the names of this Agreement, all of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively the “Subsidiaries”) and all of the Company’s direct and indirect partnership interests and other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments interests of any kind obligating the Company or in any Company Subsidiary to issuecorporation, transferpartnership, register or selljoint venture, or cause to be issued, transferred, registered or sold, any shares of capital stock of, association or other securities ofentity. Each Subsidiary has the authorized capital, the Company or any Company Subsidiary or securities convertible into or exchangeable for with such par value and number of shares or other securitiesoutstanding, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, as set forth in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e3.02(d) of the Company Disclosure Letter. The Company owns, beneficially Schedule and of record, directly or indirectly, all of the issued and outstanding companyshares of capital stock of each Subsidiary are, partnershipand after the date hereof and prior to the Effective Time will be, corporate validly issued, fully paid and nonassessable and are not, and will not be, subject to, and were not issued in violation of, preemptive rights and, except as set forth in Section 3.02(d) of the Disclosure Schedule are owned, of record and beneficially, by the Company or similar (as applicable) ownership, voting or similar securities or interests in each such another Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)liens, and all companyencumbrances, partnership, corporate options or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Sharesclaims whatsoever. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of 105,000,000 shares, consisting of (i) 250,000,000 Common Shares, 187,113,577 of which were issued and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of the Company share (the “Company Preferred Shares”"PREFERRED STOCK"), no and (ii) 100,000,000 shares of which Company Common Stock. As of September 30, 2000, (i) 18,462,290 shares of Company Common Stock were issued and outstanding, all of which shares were duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights, (ii) no shares of Company Common Stock were held in the treasury of the Company, (iii) no shares of Company Common Stock which are restricted stock issued pursuant to the ESPP were issued and outstanding, (iv) an aggregate of 8,024,872 shares, of Company Common Stock were reserved and available for issuance in connection with the exercise of stock options issuable pursuant to the Stock Plans (other than the ESPP); (v) an aggregate of 125,000 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of purchase rights under the ESPP; and (vi) an aggregate of 5,369,591 shares of Company Common Stock are issuable upon or otherwise deliverable in connection with the exercise of all outstanding Company Stock Rights issued pursuant to the Stock Plans or otherwise identified on Section 2.3(a) of the Company Disclosure Schedule. There are no other classes All of capital the shares of Company Common Stock that may be issued pursuant to the Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive (or similar) rights. No shares of preferred stock of the Company and no bonds, debentures, notes are outstanding or other Indebtedness held in the treasury of the Company. Except as set forth above or securities in Section 2.3(a) of the Company having the right to vote Disclosure Schedule, there are outstanding (A) no shares of capital stock or convertible into or exercisable for other voting securities (including indebtedness having the right to vote) on of the Company, (B) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities (including indebtedness having the right to vote) of the Company, (C) no options, warrants or other rights to acquire from the Company, and no obligation of the Company to issue, any matters on capital stock, voting securities (including indebtedness having the right to vote) or securities convertible into or exchangeable for capital stock or voting securities (including indebtedness having the right to vote) of the Company and (D) no equity equivalents, interests in the ownership or earnings of the Company or other similar rights (collectively, "COMPANY SECURITIES"). Except pursuant to the Stock Plans and the Company Securities issued thereunder, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities and there is no voting trust or other agreement or understanding to which holders the Company or any of its subsidiaries is a party or is bound with respect to the voting of the capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was madeits subsidiaries. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there There are no (i) existing other options, warrants, calls, preemptive rights, subscriptions warrants or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating character relating to the issued or unissued capital stock of the Company or any of its subsidiaries to which the Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any of its subsidiaries is a party. (b) Each of the outstanding shares of capital stock ofof each of the Company's subsidiaries is duly authorized, or other securities ofvalidly issued, fully paid and nonassessable and all such shares are owned by the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating another wholly owned subsidiary of the Company or any Company Subsidiary to grantand are owned free and clear of all security interests, extend or enter into such optionsliens, warrantsclaims, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securitiespledges, agreements, arrangements limitations in voting rights, licenses, charges or commitments, other encumbrances of any nature whatsoever (ii) "LIENS"). There are no outstanding contractual obligations of the Company or any Company Subsidiary of its subsidiaries to repurchase, redeem or otherwise acquire any securities shares of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments capital stock of any character (contingent or otherwise) to which the Company or any Company Subsidiary is boundsubsidiary or, except as set forth in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e2.3(b) of the Company Disclosure Letter. The Company ownsSchedule, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Personsuch subsidiary or any other entity. No Section 2.3(b) of the Company Subsidiary owns Disclosure Schedule sets forth a complete and correct list of all of the subsidiaries of the Company and all other entities in which the Company owns, directly or indirectly, any Common Sharesequity interest. Such list sets forth the amount of capital stock or other equity interests owned by the Company, directly or indirectly, in such subsidiaries or other entities. (fc) All dividends or distributions on any securities The signatories to the Shareholder Voting Agreement hold at least 10% of the outstanding shares of Company that have been declared or authorized have been paid in full. All dividends or distributions Common Stock (on any securities of any Company Subsidiary that have been declared or authorized have been paid in fulla fully diluted basis).

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of (i) 250,000,000 40,000,000 Common Shares, 187,113,577 of which were issued Shares and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 shares of preferred stockPreferred Stock, par value $0.001 .01 per shareshare (the "Preferred Stock"), of the Company which 100,000 shares are designated Series A Junior Participating Preferred Stock, par value $.01 per share (the “Company "Junior Preferred Shares”Stock"), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization DateJune 27, 1997, 7,492,935 Common Shares were issued and outstanding, all of which are entitled to vote on this Agreement, and 438,920 Common Shares were held in treasury. The Company has no shares of Preferred Stock issued and outstanding. The Company has no shares reserved for issuance, except that, as of June 27, 1997, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 865,392 Common Shares reserved for future issuance pursuant to outstanding Options and rights granted under the Stock Plans and 100,000 shares of Series A Junior Participating Preferred Stock reserved for issuance upon exercise of the Rights. Section 4.02 of the disclosure schedule delivered to Parent by the Company Stock Plansprior to the date hereof (the "Company Disclosure Schedule") sets forth the holders of all outstanding Options and the number, exercise prices, vesting schedules and expiration dates of each grant to such holders. Since the close of business on the Capitalization DateJanuary 1, there has been no issuance or grant of any Common Shares1997, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted issued any Company shares of capital stock except pursuant to the exercise of Options outstanding as of such date; provided, however, that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase not more than 10,000 Common Shares under the Company ESPP was made in accordance withare reserved for issuance as of June 30, 1997 pursuant to the extent applicable, exercise of options (Athe "Purchase Plan Options") granted prior to the applicable Company date of this Agreement pursuant to the Company's 1994 Employee Stock Purchase Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) . All the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4outstanding Common Shares are, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will all Common Shares which may be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All exercise of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards Options will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued and are, or will be when issued, fully paidpaid and nonassessable and are not subject to, non-assessable and free of nor were they issued in violation of, any preemptive rights. . There are no bonds, debentures, notes or other indebtedness having general voting rights (dor convertible into securities having such rights) As ("Voting Debt") of the date Company or any of its subsidiaries issued and outstanding. Except as set forth in this AgreementSection 4.02, other than and except for the Company Stock Plan Awards Contingent Rights and rights to purchase Common Shares under the Company ESPPRights, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind character to which the Company or any of its subsidiaries is a party or by which any of them is bound, obligating the Company or any Company Subsidiary of its subsidiaries to issue, transfer, register transfer or sell, sell or cause to be issued, transferred, registered transferred or sold, sold any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.or

Capitalization; Subsidiaries. (a) As of the close of business on March 10October 17, 2023 2016 (the “Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 200,000,000 shares of Company Common SharesStock, 187,113,577 101,603,153 of which were issued and outstanding (including outstanding Company Restricted Stock Awards representing 1,480,641 shares of Company Common Stock) and none 5,964,264 of which were held by the Company as treasury sharesstock, and (ii) 5,000,000 1,000,000 shares of preferred stockstock of the Company, par value $0.001 0.01 per share, of the Company share (the “Company Preferred SharesStock”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) no outstanding Company Options to purchase 5,682,590 shares of Company Common SharesStock, (B) 3,025,659 outstanding Company RSUs, Restricted Stock Awards representing 1,480,641 shares of Company Common Stock; (C) 1,019,201 outstanding Company PSUs (assuming RSU Awards representing 265,191 shares of Company Common Stock, which amount may be increased to a maximum performance), of 386,226 shares of Company Common Stock based on the satisfaction of performance conditions set forth in the applicable award agreements; (D) rights to purchase a maximum outstanding Company DSU Awards representing 42,813 shares of 543,628 Company Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and Stock; (E) 4,349,617 320,508 shares of Company Common Shares Stock reserved for future issuance under the Company ESPP; and (F) 4,532,252 shares of Company Common Stock Plansreserved for future issuance under the Company Equity Plan. Since From the close of business on the Capitalization DateDate through the date of this Agreement, there has have been no issuance or grant issuances of (i) any Company Common SharesStock, Company Preferred Shares Stock or any other securities of equity or voting interests in the Company, Company other than any issuances of shares of Company Common Shares or other securities in accordance with Stock pursuant to the exercise, vesting or settlement, as applicable, of any the Company Stock Plan Equity Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards or under the Company Stock Plan AwardsESPP in accordance with its terms and (ii) any Company Equity Awards or any other equity or equity-based awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding shares of Company Common Shares Stock have been, and all of the shares of Company Common Shares Stock that may be issued in accordance with any of pursuant to the Company Stock Equity Awards, the Company Equity Plan Awards or the Company ESPP will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable nonassessable and free of preemptive rights. The Company has made available to Parent or its counsel accurate and complete copies of the Company Equity Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Equity Awards and, other than differences with respect to the number of shares of Company Common Stock covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains material terms that are not consistent with, or in addition to, such forms. Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Equity Award and to the extent applicable, the name of the holder thereof, the number of shares of Company Common Stock issuable thereunder (including target and maximum numbers for Company Equity Awards subject to performance-based vesting), the grant date, the vesting date, whether or not it is subject to performance-based vesting and the Company Equity Plan pursuant to which the award was made. Each grant of Company Equity Awards was made in accordance with the terms of the Company Equity Plan, the Exchange Act and all other applicable Laws, including the NASDAQ Listing Rules. All of the outstanding Company Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or an appropriate exemption therefrom. (dc) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPPas set forth in Section 3.2(a), there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, equity interests of the Company or any Company Subsidiary of its Subsidiaries or securities convertible into or exchangeable for such shares or other securitiesequity interests, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rightspreemptive, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any securities of capital stock or other equity interests the Company or any Company Subsidiaryof its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock or other securities equity interests of the Company or any Company Subsidiaryof its Subsidiaries, (iii) stockholder agreements, voting trusts or similar agreements with any Person to which the Company or any Company Subsidiary of its Subsidiaries is bound by anything party (A) restricting the transfer of the securities capital stock or other equity interests of the Company or any Company Subsidiary of its Subsidiaries or (B) affecting the voting rights of securities capital stock or other equity interests of the Company or any Company Subsidiary (including shareholder agreementsof its Subsidiaries, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiaryof its Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary of its Subsidiaries is boundparty, in each case, in accordance with case pursuant to which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities capital stock or other equity interests of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectof its Subsidiaries. (ed) Each Subsidiary of the Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e3.2(d) of the Company Disclosure Letter. The Except as set forth on Section 3.2(d) of the Company Disclosure Letter, the Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)Liens, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable nonassessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of Except for the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each Subsidiaries listed on Section 3.2(d) of the Company Subsidiaries are in full force Disclosure Letter and effect. Other than investments in marketable securities and cash equivalents (and ownership by the Company or any Company Subsidiary equivalents, none of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary of its Subsidiaries (i) owns directly or indirectly any shares of capital stock or other equity interests, or any securities of or obligations convertible into or exchangeable or exercisable for such shares or equity interests, in any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities shares of capital stock or other equity interests in any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) The authorized share capital (maatschappelijk kapitaal) of Parent consists of 430,503,000 Parent Ordinary Shares and 645,754,500 Parent Preferred Shares. As of the close of business on March 10February 26, 2023 2015, there were issued (the “Capitalization Date”), the authorized capital stock of the Company consisted of geplaatst) (i) 250,000,000 Common Shares, 187,113,577 of which were issued and outstanding and none of which were 251,751,500 Parent Ordinary Shares (with 18,493,961 Parent Ordinary Shares held by the Company as treasury sharesParent in treasury), and (ii) 5,000,000 zero Parent Preferred Shares, (iii) Parent Options to purchase an aggregate of 10,422,806 Parent Ordinary Shares (of which options to purchase an aggregate of 5,492.909 Parent Ordinary Shares were exercisable), (iv) 3,447,591 Parent restricted stock units and (v) 3,045,034 Parent performance stock units and (vi) warrants for Parent Ordinary Shares exercisable for approximately 1.9 million Parent Ordinary Shares. From the close of business on February 26, 2015 until the date of this Agreement, no Parent Ordinary Shares or Parent Preferred Shares have been issued or granted except as expressly permitted by Section 6.1(d) and for Parent Ordinary Shares issued pursuant to the exercise of Parent Options, warrants for Parent Ordinary Shares or the vesting of any restricted or performance stock units of Parent, in each case outstanding on February 26, 2015, and in accordance with their terms. All of the issued shares of preferred stockParent’s share capital are duly authorized, par value $0.001 per share, validly issued (uitgegeven) and fully paid (volgestort). All of the Company rights granted and not yet exercised to subscribe for shares of Parent’s share capital are duly authorized and free of preemptive rights. As of the date hereof, other than pursuant to any equity plans or employee share purchase plans of Parent, there are no existing (the “Company Preferred Shares”i) options, warrants, calls, subscriptions or other rights, convertible securities, depositary receipts in respect of shares (certificaten van aandelen), no shares agreements or commitments of any character obligating Parent or any of its Subsidiaries to issue, transfer or sell any share capital or other equity interest (or securities convertible or exchangeable into such share capital or equity interest) in, Parent or any of its Subsidiaries, (ii) rights that are linked to, or based upon, the value of Parent Ordinary Shares, (iii) contractual obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any share capital or other equity interests of Parent or any of its Subsidiaries or (iv) voting trusts or similar agreements to which were issued and outstandingParent is a party with respect to the voting of the share capital or equity interests of Parent. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness indebtedness of Parent or securities any of the Company its Subsidiaries having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which holders shareholders of capital Parent may vote. All warrants for Parent Ordinary Shares and Parent restricted stock units and Parent performance stock units were validly issued and properly approved by the board of the Company may vote authorized, issued directors of Parent (or outstanding. As of the close of business on the Capitalization Date, there were (Aa committee thereof) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting equity plans or settlement, as applicable, employee share purchase plans of any Company Stock Plan Awards outstanding as of Parent including the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan AwardsNasdaq Rules. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant share capital or equivalent equity interests of each of Parent’s Subsidiaries are validly issued, fully paid (to an effective registration statement filed in accordance with the federal securities Laws extent required under the applicable governing documents) and nonassessable and all such shares (other than directors’ qualifying shares) are owned of record and beneficially, directly or an appropriate exemption therefromindirectly, by Parent free and clear of all material Liens, pledges, security interests or other encumbrances. (c) All No Subsidiary of the issued and Parent has or is bound by any outstanding Common Shares have beensubscriptions, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rightscommitments, subscriptions rights agreements or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments agreements of any kind obligating the Company or any Company Subsidiary character calling for it to issue, transfer, register deliver or sell, or cause to be issued, transferred, registered delivered or sold, sold any shares of capital stock of, or other its equity securities of, the Company or any Company Subsidiary or securities convertible into or into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such shares or other securities, equity security or obligating the Company or any Company such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, preemptive rightscommitments, subscriptions rights agreements or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, similar agreements, arrangements except, in each case, to or commitments, (ii) with Parent or any other Subsidiary of Parent. There are no outstanding contractual obligations of the Company or any Company Subsidiary of Parent to repurchase, redeem or otherwise acquire any securities of the Company its share capital or other equity interests. (d) Neither Parent nor any Company Subsidiary, of its Subsidiaries owns any interest or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, investment (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized whether equity or equity-based compensation awardsdebt) in any corporation, including any equity appreciation rightspartnership, security-based performance unitsjoint venture, “phantom” stock, profit-participation trust or other security rights issued by the Company entity, other than a Subsidiary of Parent, which interest or any Company Subsidiaryinvestment is material to Parent and its Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effecttaken as a whole. (e) Each Company Subsidiary existing on the date Neither Parent nor any of this Agreement its Subsidiaries has agreed or is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of recordobligated to, directly or indirectly, all of the issued and outstanding company, partnership, corporate make any future investment in or similar (as applicable) ownership, voting capital contribution or similar securities or interests in each such Subsidiary, free and clear of all Liens advance to any Person (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shareswholly-owned Subsidiaries of Parent). (f) All dividends Neither Parent nor any of its Subsidiaries is a party to, or distributions has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any securities unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Company that have been declared Securities Act)), where the result, purpose or authorized have been paid in full. All dividends intended effect of such commitment, joint venture, partnership, Contract or distributions on any securities arrangement is to avoid disclosure of any Company Subsidiary that have been declared material transaction involving Parent or authorized have been paid any of its Subsidiaries in fullthe Parent’s or such Subsidiary’s financial statements.

Capitalization; Subsidiaries. (a) As of the close of business on March 10date hereof, 2023 (without taking into effect the “Capitalization Date”)Backstop Arrangements, the authorized capital stock of shares the Company consisted is authorized to issue consist of (i) 250,000,000 Common an unlimited number of Company Ordinary Shares, 187,113,577 2,626,822 of which were are issued and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 including 1,250,000 shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereofSponsor, (ii) the an unlimited number of Common Shares issuable thereunderCompany Class A Preferred Shares, none of which is issued and outstanding, (iii) the exercise price or strike price (if any) relating theretoan unlimited number of Company Class B Preferred Shares, none of which is issued and outstanding, (iv) the grant datean unlimited number of Company Class C Preferred Shares, none of which is issued and outstanding, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) an unlimited number of Company Class D Preferred Shares, none of which is issued and outstanding and (vi) the an unlimited number of Company Stock Plan in accordance with Class E Preferred Shares, none of which the award was made. 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 is issued and outstanding ((i) through (vi) collectively, (the “Company Option Grant DateShares”)) (b) by all necessary corporate action. No As of the date hereof, the Company Option has been granted with a per share exercise price less than (i) 351,411 Company Units issued and outstanding (the fair market value of a Common Share on “Outstanding Units”), (ii) 2,626,822 Company Ordinary Shares issued and outstanding (including 351,411 Company Ordinary Shares issued and outstanding pursuant to the applicable Outstanding Units) (the “Outstanding Shares”), (iii) 4,270,000 Company Option Grant DateWarrants issued and outstanding (including 351,411 Company Warrants issued and outstanding pursuant to the Outstanding Units) (the “Outstanding Warrants”), (iv) 4,270,000 Company Rights issued and outstanding (including 351,411 Company Rights issued and outstanding pursuant to the Outstanding Units) (the “Outstanding Rights”), and (v) 240,000 Company Units subject to the Company Unit Purchase Option (the “Outstanding Options”). The Outstanding Units, the Outstanding Shares, the Outstanding Warrants, the Outstanding Rights and the Outstanding Options are collectively referred as the “Company Equity Securities”. All the outstanding Company Equity Securities have been duly and validly issued and are fully paid and non-assessable, and were issued in accordance with the registration or qualification requirements of the Securities Act, and any relevant state securities Laws or pursuant to valid exemptions therefrom. (c) As of the date hereof, except for this Agreement, the Outstanding Warrants, the Outstanding Rights and the Company Unit Purchase Option, the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance withoutstanding options, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive share appreciation rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions rights or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable or exercisable for such shares or other securitiesCompany Shares, or obligating any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any Company Shares or the value of which is determined by reference to the Company or Shares, and there are no contracts of any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of kind which may obligate the Company or any Company Subsidiary to repurchaseissue, purchase, redeem or otherwise acquire any securities of the its Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, Shares. (iiid) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially Subsidiaries and of recorddoes not own, directly or indirectly, all of the issued and outstanding companyany equity interests or other interests or investments (whether equity or debt) in any Person, partnership, corporate whether incorporated or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rightsunincorporated. The Company has made available is not party to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of any contract that obligates the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary)to invest money in, neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds loan money to or make any investment (in the form of a loan, capital contribution or otherwise) in to any other Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10June 5, 2023 2024 (the “Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 Common 750,000,000 Shares, 187,113,577 272,445,340 of which were issued and outstanding and none of which were held by the Company as treasury shares, stock and (ii) 5,000,000 25,000,000 shares of preferred stockstock of the Company, par value $0.001 0.01 per share, of the Company share (the “Company Preferred SharesStock”), no shares of which were issued and outstanding. As of the close of business on the Capitalization Date, there were outstanding warrants to purchase 24,830,500 Shares, consisting of (A) outstanding warrants to purchase 23,809,424 Shares at an exercise price of $0.42 per Share (the “2023 Warrants”), each governed by the terms of those certain warrant agreements between the Company and holders of the 2023 Warrants (the “2023 Warrant Agreements”), (B) outstanding warrants to purchase 7,693 Shares at an exercise price of $13.00 per Share (the “Vendor Warrants”), and (C) outstanding warrants to purchase 1,013,383 Shares at an exercise price of $0.68 per Share (the “Series D Common Stock Warrants,” and, together with the 2023 Warrants and the Vendor Warrants, the “Company Warrants”), each governed by the terms of those certain warrant agreements between the Company and holders of Series D Common Stock Warrants (the “Series D Common Stock Warrant Agreements”). There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A1) outstanding Company Options to purchase 5,682,590 Common 15,886,489 Shares, (B2) 3,025,659 14,144,316 outstanding Company RSUs, (C3) 1,019,201 6,477,897 outstanding Company PSUs (assuming PRSUs at maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) performance and (E4) 4,349,617 Common 3,387,782 Shares reserved for future issuance under the Company Stock PlansIncentive Plan. Since the close of business on the Capitalization DateDate and except as disclosed in Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares Stock or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Incentive Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms Company Incentive Plan Awards and disclosed in Section 3.2(a) of the Company Stock Plan AwardsDisclosure Letter. Since the Capitalization Date through the date hereof, the Company has not issued any securities, including any options, equity or equity-based compensation, restricted stock, restricted stock units, performance stock units, warrants, convertible securities or other rights of any kind to acquire any of such securities. (b) All of the issued and outstanding Shares have been, and all of the Shares that may be issued in accordance with any of the Company Incentive Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Stock Plan and the forms of stock option and restricted stock unit agreements evidencing the Company Incentive Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (c) Section 3.2(b3.2(c) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Incentive Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the applicable vesting or exercisability schedule, (vi) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vivii) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board of Directors (or a duly constituted and authorized committee thereof or other authorized designee) and any required stockholder approval by the necessary number of votes or written consents. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Incentive Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaqthe NYSE American, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, 2.4 and the treatment of Company Stock Incentive Plan Awards as and described in Section 2.4 2.4, as of the Effective Time Time, will be binding on the holders of Company Stock Incentive Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All . No Company Subsidiary owns any securities of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rightsCompany. (d) As of the date of this Agreement, other than the Company Stock Incentive Plan Awards and rights to purchase Common Shares under the Company ESPPWarrants, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder stockholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement,” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on in Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)except for the Liens under the Secured Promissory Note, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each . Except as set forth in Section 3.2(e) of the Company Subsidiaries are in full force and effect. Other Disclosure Letter, other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of (i) 250,000,000 Common Shares100,000,000 shares, 187,113,577 75,000,000 shares of which are designated as Common Stock, 1,000,000 shares of which are designated as Series A Convertible Preferred Stock, par value $10.00 per share (the “Series A Stock”), 600,000 shares of which are designated as Series B Stock, and 17,000 shares of which are designated as Series C Stock (the Series C Stock, together with the Series A Stock, the Series B Stock and the Common Stock are collectively referred to herein as the “Capital Stock”). As of the date of this Agreement, 49,527,274 shares of Common Stock were issued and outstanding, no shares of Series A Stock were issued and outstanding, 360,000 shares of Series B Stock were issued and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”), no shares of which Series C Stock were issued and outstanding. There Other than the foregoing, there are no other classes shares of capital stock a class or series of Capital Stock of the Company or any Subsidiary thereof authorized or outstanding. All of the issued and outstanding shares of Capital Stock have been duly authorized and validly issued and are fully paid and nonassessable, and are free of preemptive rights. All of the issued and outstanding shares of Capital Stock were issued in compliance with any preemptive rights and any other statutory or contractual rights of any shareholders of the Company and no bonds, debentures, notes or other Indebtedness or in compliance with all applicable securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstandingLaws. As of the close date hereof, 1,200,000 shares of business on Common Stock are reserved for issuance upon conversion of the Capitalization DateSeries B Stock, there were (A) 8,129,751 shares of Common Stock are reserved for issuance upon the exercise of outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares granted pursuant to the Company ESPP (determined based on Option Plans, 150,440 shares of Common Stock are reserved for issuance upon the fair market value exercise of a Common Share on the first day outstanding Options granted outside of the current offering period) Option Plans, and (E) 4,349,617 8,239,999 shares of Common Shares Stock are reserved for future issuance under upon the Company Stock Plansexercise of outstanding Warrants (including the ComVest Protective Warrant). Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b4.2(a) of the Company Disclosure Letter Schedule sets forthforth a correct, true and complete list of each Person who, as of the close of business on the Capitalization DateMarch 2, each outstanding Company Stock Plan Award and2007, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) held an Option under any of the holder thereofOption Plans or otherwise or a Warrant, (ii) indicating with respect to each Option and Warrant then outstanding, the number of Common Shares issuable thereundersubject to such Option or Warrant, (iii) the grant date and exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Dateor Warrant, and the Company has not granted any Company Options that are subject to Section 409A vesting schedule and expiration of the Code. Each grant of a Company Stock Plan Award such Option or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable LawsWarrant. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment only security issuable upon exercise of Company Stock Plan Awards as described in Section 2.4 outstanding Options or Warrants is Common Stock. There are not as of the date hereof, and at the Effective Time there will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will not be, when issued in accordance with the respective terms thereofany subscriptions, duly outstanding or authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreementscalls, arrangements rights (including preemptive rights), commitments or commitments any other agreements of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person character to which the Company or any Company Subsidiary of its Subsidiaries is bound a party, or by anything (A) restricting which it may be bound, requiring it to issue, transfer, sell, purchase, redeem or acquire any shares of its capital stock or any securities or rights convertible into, exercisable or exchangeable for, or evidencing the transfer right to subscribe for, any shares of its capital stock, or requiring it to give any Person the securities right to receive any benefit or rights similar to any rights enjoyed by or accruing to the holders of its shares of capital stock or any rights to participate in the equity or net income of the Company or any of its Subsidiaries. Other than the Option and Support Agreements, there are no shareholders’ agreements, voting trusts or other agreements or understandings to which the Company Subsidiary or (B) affecting any of its Subsidiaries is a party or by which it is bound or, to the Knowledge of the Company, between or among shareholders, in each case with respect to the transfer or voting rights of securities any capital stock of the Company or any of its Subsidiaries. (b) To the Knowledge of the Company, the shareholder register attached to this Agreement as Schedule A accurately records, in all material respects: (i) the name and address of each Person owning shares of Capital Stock and (ii) the certificate number of each certificate evidencing shares of Capital Stock issued by the Company, the number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation. (c) Section 4.2(c) of the Company Subsidiary (including shareholder agreementsDisclosure Schedule sets forth a true and complete list of the names, voting trusts or similar agreements) or (iv) jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each of the Company’s Subsidiaries. All outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation shares of capital stock or other security rights issued equity interests of the Company’s Subsidiaries are owned by the Company or any a direct or indirect wholly-owned Subsidiary of the Company Subsidiaryfree and clear of all Liens, other than Permitted Liens (each term as defined in Section 9.1). (d) Other than the Subsidiaries, there are no other corporations, joint ventures, associations or other agreementsentities in which the Company or any of its Subsidiaries owns, arrangements of record or commitments of beneficially, any character direct or indirect equity or other interest or any right (contingent or otherwise) to which acquire the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effectsame. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary)Subsidiaries, neither the Company nor any of its Subsidiaries is a member of (nor is any part of its business conducted through) any partnership nor is the Company Subsidiary (i) owns directly or indirectly any securities of any Person other than its Subsidiaries a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) participant in any Person. No Company Subsidiary owns any Common Sharesjoint venture or similar arrangement. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of (i) 250,000,000 1,100,000 Preferred Shares, (ii) 2,200,000 shares of Series B Preferred Stock, par value $1.00 per Share, (iii) 500,000 shares of Series C Preferred Stock, par value $1.00 per Share, and (iv) 11,000,000 Common Shares. As of the date hereof, 187,113,577 of which were 7,383,079.5 Common Shares are issued and outstanding and none owned of which were record as set forth on Schedule 4.03(a)(i), and 1,616,952.5 Common Shares are in the Company's treasury, and 734,214 Preferred Shares are issued and outstanding and owned of record as set forth on Schedule 4.03(a)(i). Each Preferred Share is convertible into one Common Share. The Company has 1,000,000 Common Shares reserved for issuance pursuant to the Option Plan. Schedule 4.03(a)(ii) sets forth the name of each holder of an outstanding Option under the Option Plan, and with respect to each Option held by any such holder, the Company as treasury sharesgrant date, exercise price and (ii) 5,000,000 shares number of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”), no shares of Common Shares for which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstandingsuch Option is exercisable. As of the close of business date hereof, except as set forth on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performanceSchedule 4.03(a)(iii), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options no outstanding options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right would allow other Persons to purchase Common Shares shares of its capital stock other than those granted and outstanding under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Option Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Common Shares have been and Preferred Shares are, and all Common Shares which may be issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All exercise of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards Options will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued and are, or will be when issued, fully paidpaid and nonassessable. There are no bonds, non-assessable and free of preemptive debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights. (d) As of the date Company or any of its Subsidiaries issued and outstanding. Except as set forth on Schedule 4.03(a)(ii) and except as contemplated by this Agreement, other than or between the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPPone or more of its direct or indirect wholly owned Subsidiaries, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register transfer or sell, sell or cause to be issued, transferred, registered transferred or sold, sold any shares of capital stock of, or other securities equity interest in or voting security of, the Company or any Company Subsidiary of its Subsidiaries or securities convertible into or exchangeable for such shares or other securities, equity interests or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other voting securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any of its Subsidiaries is obligated to grant or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. (b) Except as set forth on Schedule 4.03(b), the Company Subsidiary (i) has no Subsidiaries, owns directly or indirectly any holds of record and/or beneficially no shares or other securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities class in the capital of any Person or to provide funds to or make any investment (in the form of a loancorporations, capital contribution or otherwise) and owns no legal and/or beneficial interests in any Person. No Company Subsidiary owns partnerships, limited liability companies, business trusts or joint ventures or in any Common Sharesother unincorporated trade or business enterprises. (fc) All dividends Each of the outstanding shares of capital stock of each of the Company's Subsidiaries is owned of record and beneficially as set forth on Schedule 4.03(b) and is duly authorized, validly issued, fully paid and nonassessable, and such shares of the Company's Subsidiaries as are owned by the Company or distributions on any securities by a Subsidiary of the Company that have been declared or authorized have been paid are owned in full. All dividends or distributions on any securities each case free and clear of any Company Subsidiary that have been declared or authorized have been paid in fullLien except Permitted Liens.

Capitalization; Subsidiaries. (a) As of the close of business on March 10August 5, 2023 2019 (the “Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 350,000,000 shares of Company Common SharesStock, 187,113,577 208,533,915 of which were issued and outstanding and none of which were held by the Company as treasury sharesstock, and (ii) 5,000,000 10,000,000 shares of preferred stockstock of the Company, par value $0.001 0.0001 per share, 1,000,000 shares of the Company (the “Company which constitute a series of preferred stock designated as Series A Convertible Preferred Shares”)Stock, no shares 1,000,000 of which were issued and outstanding (“Series A Preferred Stock”), and 1,000,000 shares of which constitute a series of preferred stock designated as Series A-1 Convertible Preferred Stock, 167,248 of which were issued and outstanding (or, to the extent not issued or outstanding, had otherwise accrued until the Capitalization Date) (“Series A-1 Preferred Stock” and together with Series A Preferred Stock, “Company Preferred Stock”). There Except for the foregoing, there are no other classes of capital stock of the Company and, except for Company Equity Awards, Company Warrants and Company Preferred Stock, there are no bonds, debentures, notes or other Indebtedness or securities Securities of the Company having the right to vote (or convertible into or exercisable for securities Securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 26,426,312 shares of Company Common Shares, Stock; (B) 3,025,659 outstanding Company RSUs, RSU Awards representing 124,422 shares of Company Common Stock; (C) 1,019,201 outstanding 8,611,196 shares of Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares Stock reserved for future issuance under the Company Equity Plans; (D) 9,191,287 shares of Company Common Stock Plansreserved for issuance upon exercise of Company Warrants; and (E) 23,344,957 shares of Company Common Stock reserved for issuance upon conversion of Company Preferred Stock. Since As of the close of business on the Capitalization Date, the 2014 Warrant had been exercised in full and was no longer outstanding. From the close of business on the Capitalization Date through the date of this Agreement, there has have been (1) no issuance or grant issuances of any Company Common SharesStock, Company Preferred Shares Stock or any other securities Securities of the Company, Company other than any issuances of shares of Company Common Shares or other securities in accordance with Stock pursuant to (i) the exercise, vesting or settlement, as applicable, conversion of any of Company Preferred Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Certificate of Incorporation, or (ii) the exercise, vesting or settlement, as applicable, of any Company Stock Plan AwardsEquity Awards or Company Warrants outstanding as of the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards or Company Warrants and (2) no grants of any Company Equity Awards or any other equity or equity-based awards. (b) All of the issued and outstanding shares of Company Common Stock have been, and all of the shares of Company Common Stock that may be issued pursuant to any of the Company Equity Awards, the Company Equity Plans, Company Warrants and Company Preferred Stock will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, nonassessable and free of preemptive rights. All of the issued and outstanding shares of Company Preferred Stock have been duly authorized, validly issued, fully paid and nonassessable. The Company has made available to Parent or its counsel accurate and complete copies of each of the Company Warrants (which copies are executed) and the forms of stock option and restricted stock unit award agreements evidencing the Company Equity Awards (together with the forms of such award agreements filed with the SEC and publicly available), and in respect of the foregoing forms, other than differences with respect to the number of shares of Company Common Stock covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option or restricted stock unit award agreement contains material terms that are inconsistent with, or in addition to, such forms. Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Equity Award and, and to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of shares of Company Common Shares Stock issued or issuable thereunder, (iii) the expiration date, (iv) the exercise price or strike price (if any) relating thereto, (ivv) the grant date, (vvi) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding outstanding, and (vivii) the Company Stock Equity Plan in accordance with pursuant to which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof or other authorized designee) and any required stockholder approval by the necessary number of votes or written consents. No The Company does not have any liability in respect of any Company Option has been that was granted with a per share exercise price that was less than the fair market value of a share of Company Common Share Stock on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to the provisions of Section 409A of the Code. Each grant of a Company Stock Plan Equity Award or right to purchase Common Shares under the and Company ESPP Warrant was made in accordance withall material respects, to the extent as applicable, in accordance with (A) the terms of the applicable Company Stock Equity Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of NasdaqLaws, including the NYSE American Company Guide, (C) the Code Code, and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with authority under the terms of the applicable Company Stock Equity Plan, the applicable award agreements and any other applicable contract, Contract to take the actions contemplated by Section 2.3 and Section 2.4, and the treatment of Company Stock Plan Warrants and Company Equity Awards as described in Section 2.4 2.3 and Section 2.4, shall, as of the Effective Time will Time, be binding on the holders of Company Stock Plan AwardsWarrants and Company Equity Awards purported to be covered thereby. All of the outstanding Shares have Company Stock has been issued sold pursuant to an effective registration statement filed in accordance with under the federal securities Laws or an appropriate exemption therefrom. No Subsidiary of the Company owns any Securities of the Company. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than as set forth in Section 3.2(c) of the Company Stock Plan Awards and rights to purchase Common Shares under Disclosure Letter, the Company ESPPEquity Awards, Company Warrants or in the Company Certificate of Designation, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities Securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securitiesSecurities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities Securities of, the Company or any Company Subsidiary of its Subsidiaries or securities Securities convertible into or exchangeable for such shares or other securitiesSecurities, or obligating the Company or any Company Subsidiary of its Subsidiaries to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities Securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securitiesSecurities, agreements, arrangements or commitments, ; (ii) outstanding obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any securities Securities of the Company or any Company Subsidiaryof its Subsidiaries, or any securities Securities representing the right to purchase or otherwise receive any other securities Securities of the Company or any Company Subsidiary, of its Subsidiaries; or (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, securitySecurity-based performance units, “phantom” stock, profit-participation or other security Security rights issued by the Company or any Company Subsidiaryof its Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary of its Subsidiaries is boundparty, in each case, in accordance with case pursuant to which any Person is entitled to receive any payment from the Company or any Company Subsidiary of its Subsidiaries based in whole or in part on the value of any securities Securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectof its Subsidiaries. (ed) Each Subsidiary of the Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e3.2(d) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities Securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)Liens, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities Securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable nonassessable and free of preemptive rights. The Company has made available to Parent true and correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than Except for investments in cash equivalents (and ownership by the Company or any Company Subsidiary its Subsidiaries of securities Securities of any other Company Subsidiarythe Subsidiaries of the Company), neither none of the Company nor or any Company Subsidiary of its Subsidiaries (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary Securities or interests or (ii) has any obligation or has made any commitment to acquire any securities Securities or interests of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (fe) All dividends or distributions on any securities Securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary its Subsidiaries that have been declared or authorized have been paid in full. (f) As of the date of this Agreement, there are no existing (i) agreements or commitments of any kind with any Person to which the Company or any of its Subsidiaries is party (A) restricting the transfer of the Securities of the Company or any of its Subsidiaries or (B) affecting the voting rights of Securities of the Company or any of its Subsidiaries (including stockholder agreements, voting trusts or similar agreements), (ii) agreements or commitments of any kind obligating the Company or any of its Subsidiaries to register (other than pursuant to currently effective resale shelf registration statements listed on Section 3.2(f) of the Company Disclosure Letter or “piggy-back” rights) or cause to be further registered (other than pursuant to currently effective resale shelf registration statements listed on Section 3.2(f) of the Company Disclosure Letter or “piggy-back” rights), any shares of capital stock of, or other Securities of, the Company or any of its Subsidiaries or Securities convertible into or exchangeable for such shares or other Securities (“Demand Registration Rights Agreements”) or (iii) stockholder rights plans or similar plans commonly referred to as a “poison pill,” under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other Securities. (g) The exercise price of each Company Option and each Company Warrant is set forth on Section 3.2(g) of the Company Disclosure Letter as of the date of this Agreement.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted as of immediately prior to the Closing consists of (i) 250,000,000 Common Shares50,000,000 shares of Series A Cumulative Redeemable Preferred Stock, 187,113,577 par value $0.01 per share (the “Series A Preferred Stock”), of which were no shares are issued and outstanding and none of which were held by the Company as treasury sharesoutstanding, and (ii) 5,000,000 450,000,000 shares of preferred stockCommon Stock, par value $0.001 per shareof which (A) 23,692,164 shares are issued and outstanding, (B) no shares are reserved for issuance upon conversion of the Series A Preferred Stock, and (C) no shares are reserved for issuance pursuant to the Company’s Manager Equity Plan. (b) The authorized capital stock of the Company as of immediately following the Closing after giving effect to the transactions contemplated by this Agreement consists of (the “Company i) 50,000,000 shares of Series A Preferred Shares”)Stock, of which no shares of which were are issued and outstanding, and (ii) 450,000,000 shares of Common Stock, of which (A) 24,938,883 shares are issued and outstanding, (B) no shares are reserved for issuance upon conversion of the Series A Preferred Stock, and (C) no shares are reserved for issuance pursuant to the Company’s Manager Equity Plan. There Except as set forth in the immediately preceding sentence, as of immediately following the Closing, there are no other classes securities convertible into, or exchangeable or exercisable for, equity securities of the Company. (c) As of immediately following the Closing after giving effect to the transactions contemplated by this Agreement, (i) all of the issued and outstanding shares of capital stock of the Company will have been duly authorized, validly issued, fully paid and no bondsnon-assessable, debentures(ii) all of the issued and outstanding shares of capital stock of, notes or other Indebtedness or equity interests in, the Company will have been issued in compliance with all applicable federal and state securities Laws, (iii) none of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders issued and outstanding shares of capital stock of the Company may vote authorizedwill have been issued in violation of any agreement, issued arrangement or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options commitment to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to which the Company ESPP (determined based on the fair market value or any of its Affiliates is a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance party or grant is subject to or in violation of any Common Shares, Company Preferred Shares preemptive or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, similar rights of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forthPerson, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) there are no outstanding warrants to purchase any shares of capital stock, or other equity interests in, the grant dateCompany. The Shares are not, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or upon issuance will not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Datebe, and the Company has not granted any Company Options that are subject to Section 409A any preemptive rights. The issuance of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under does not contravene the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefromNYSE. (cd) Exhibit 21.1 to the Form 10-K sets forth a complete and accurate list of the name and jurisdiction of each Subsidiary of the Company. All of the issued and outstanding Common Shares shares of capital stock of, or other equity interests in, each such Subsidiary (i) have beenbeen duly authorized, validly issued, and issued in compliance with all applicable federal and state securities Laws, (ii) none of the Common Shares that may be issued and outstanding shares of capital stock of any such Subsidiary have been issued in accordance with violation of any agreement, arrangement or commitment to which the Company, any Subsidiary of the Company Stock Plan Awards or any of their respective Affiliates is a party or is subject to or in violation of any preemptive or similar rights of any Person, and (iii) are directly owned of record by the Company or a Subsidiary of the Company, free and clear of all Encumbrances, except as set forth in the Form 10-K. (e) Neither the Company nor any Subsidiary of the Company will be, when issued in accordance with at the respective terms thereof, duly authorized and validly issued and areClosing directly or indirectly own, or will be when issuedhave a direct or indirect ownership interest in, fully paid, non-assessable and free any Person (other than a Subsidiary of preemptive rightsthe Company). (df) As of Except as set forth in the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPPForm 10-K, there are no (i) existing outstanding or authorized options, warrants, calls, preemptive rights, subscriptions convertible or exchangeable securities or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating character relating to the equity securities or capital stock of the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, its Subsidiaries or obligating the Company or any such Subsidiaries or any of their respective Affiliates to issue or sell any membership interest, shares of capital stock or any other interest in, the Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations any of its Subsidiaries. None of the Company or any of its Subsidiaries has outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. Other than the organizational documents of the Company and its Subsidiaries (including the Charter), there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the equity capital of the Company or any of its Subsidiaries. (g) Neither the Company nor any Subsidiary thereof has any authorized or outstanding bonds, debentures, notes or other indebtedness (i) the holders of which have the right to vote or (ii) convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote, with, in each case, the equity holders of the Company or any of its Subsidiaries on any matter. Except as set forth in the Form 10-K or as provided in any of the organizational documents of the Company, there are no agreements or understandings to which the Company, any of its Subsidiaries or any of their respective Affiliates is a party or by which it is bound to (x) repurchase, redeem or otherwise acquire any securities shares of capital stock or other equity interests of, or voting interest in, the Company or any Subsidiary of the Company or (y) vote or dispose of any Company Subsidiaryshares of capital stock or other equity interests of, or any securities representing the right to purchase or otherwise receive any other securities of voting interest in, the Company or any Company SubsidiarySubsidiary of the Company, (iii) including any irrevocable proxies or voting agreements with respect to any Person to which shares of capital stock or other equity interests of, or voting interest in, the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectits Subsidiaries. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 50,000,000 Common Shares and 10,000,000 shares of preferred stock, par value $.01 per share ("PREFERRED STOCK"), of which 250,000 shares are designated Series A Junior Preferred Stock, par value $.01 per share ("JUNIOR PREFERRED STOCK"). (b) As of the close of business on March 10October 8, 2023 (the “Capitalization Date”)1999, the authorized capital stock of the Company consisted of (i) 250,000,000 19,723,349 Common Shares, 187,113,577 of which were issued and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”), no shares of which Shares were issued and outstanding, all of which are entitled to vote on this Agreement, and no Common Shares were held in treasury. There The Company has no shares of Preferred Stock issued and outstanding. (c) As of October 8, 1999, except as set forth in Section 3.02(c) of the Company Disclosure Schedule and except for: (i) 3,606,921 Common Shares reserved for issuance pursuant to options granted under the Company Restated 1993 Stock Award and Incentive Plan (the "COMPANY STOCK PLAN") which options are no outstanding on the date hereof, (ii) 3,937,144 Common Shares subject to issuance upon conversion of the 6% Convertible Quarterly Income Preferred Securities due October 15, 2027 (the "QUIPS") issued pursuant to the Amended and Restated Trust Agreement (the "TRUST AGREEMENT") dated as of October 14, 1997 among the Company, The Bank of New York, The Bank of New York (Delaware) and the Administrative Trustees named therein, (iii) 250,000 shares of Junior Preferred Stock reserved for issuance upon exercise of the Rights, and (iv) 483,150 Common Shares reserved for issuance pursuant to Big Flower Holdings, Inc. and Subsidiaries Savings Plus 401(k) Plan and 489,645 Common Shares reserved for issuance pursuant to Webcraft, Inc. Employees Accumulated Savings Trust Plan and pursuant to Webcraft Employee Savings Trust Plan (collectively, the "401(K) PLANS"), there are not now, and at the Effective Time there will not be, any existing options, warrants, calls, subscriptions, or other classes rights, or other agreements or commitments, obligating the Company to issue, transfer or sell any shares of capital stock of the Company and no bondsor any of its Subsidiaries. Following the Effective Time, debenturesin respect of a Trust Security (as such term is defined in the Trust Agreement), notes or other Indebtedness or securities if a holder of such a Trust Security exercises its conversion right pursuant to Section 4.3 of the Company having Trust Agreement, the right conversion rate will be such that such holder will be entitled, in respect of such Trust Security, to vote (or convertible into or exercisable for securities having 1.7344 times the right Cash Consideration to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares an Exchanged Share is entitled pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan AwardsSection 2.01(c)(i). (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (cd) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and are validly issued and are, or will be when issued, fully paid, non-assessable nonassessable and free of preemptive rights. (de) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations The Significant Subsidiaries of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed are set forth on Section 3.2(e3.02(e)(i) of the Company Disclosure LetterSchedule. The Company owns, beneficially and of record, directly or indirectly, all All of the outstanding shares of capital stock of each of the Company's Significant Subsidiaries have been validly issued and outstanding companyare fully paid and non-assessable and, partnershipexcept as set forth on Section 3.02(e)(ii) of the Company Disclosure Schedule, corporate are owned by either the Company or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, another of its Significant Subsidiaries free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)liens, and all companycharges, partnership, corporate claims or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rightsencumbrances. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities A "SIGNIFICANT SUBSIDIARY" of any Person other than means any subsidiary or Person that constitutes a Company Subsidiary or significant subsidiary of such Person within the meaning of Rule 1-02(w) of Regulation S-X promulgated pursuant to the Securities Exchange Act of 1934, as amended (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares"EXCHANGE ACT"). (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the 4.3.1 The authorized capital stock of the Company consisted consists of (i) 250,000,000 Common Shares, 187,113,577 of which were issued and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 335,000,000 shares of preferred common stock, par value $0.002 per share (the "Company Common Stock"); 22,000,000 shares of Series A Convertible Preferred stock, par value $0.001 per share; 22,000,000 shares of Series A1 Convertible Preferred stock, par value $0.001 per share; 6,666,667 shares of Series B Convertible Preferred Stock, par value $0.001 per share; 6,666,667 shares of Series B1 Convertible Preferred stock, par value $0.001 per share; 30,914,354 shares of Series C Convertible Preferred stock, par value $0.001 per share; 30,914,354 shares of Series C1 Convertible Preferred stock, par value $0.001 per share; and 183,230,315 shares of Series E Redeemable Convertible Preferred stock, par value $0.001 per share (collectively, the "Company Preferred Stock," and together with the Company (Common Stock, the “"Company Preferred Shares”Stock"), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable Except for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since issued after the close date of business on the Capitalization Date, there has been no issuance or grant this Agreement upon exercise of any Common SharesCompany Options, Company Preferred Shares Warrants or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards Convertible Notes outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, as of the date of this Agreement, there are (a) 18,689,481 shares of Company Common Stock (other than treasury shares) issued and outstanding, (b) 0 shares of Company Common Stock held in the treasury of the Company, (c) 22,000,000 shares of Series A Convertible Preferred stock, par value $0.001 per share issued and outstanding; (d) 0 shares of Series A1 Convertible Preferred stock, par value $0.001 per share issued and outstanding; (e) 6,666,667 shares of Series B Convertible Preferred stock, par value $0.001 per share were issued and outstanding; (f) 0 shares of Series B1 Convertible Preferred stock, par value $0.001 per share were issued and outstanding; (g) 30,914,354 shares of Series C Convertible Preferred stock, par value $0.001 per share were issued and outstanding; (h) 0 shares of Series C1 Convertible Preferred stock, par value $0.001 per share were issued and outstanding; and (i) 151,849,306 shares of Series E Redeemable Convertible Preferred stock, par value $0.001 per share were issued and outstanding. As of the date of this Agreement (i) 41,700,837 of Company Common Stock are issuable upon exercise of outstanding Company Options, (ii) 3,200,000 shares of Company Common Stock are issuable upon exercise of outstanding Company Warrants and (iii) 29,977,083 shares of Company Common Stock are issuable upon exercise of Company Convertible Notes issued and outstanding. Section 4.3.1 of the Company Disclosure Schedule sets forth the name of (A) each Option Holder and each Warrant Holder, together with the grant date, exercise price, number of shares of Company Stock Plan Awards issuable upon exercise of each such Company Option or Company Warrant, as applicable, vesting schedule of each such Company Option or Company Warrant, as applicable, the number of vested and rights unvested Company Options of each Option Holder and Company Warrants of each Warrant Holder, and, with respect to purchase Common Shares under Company Options, the specific Company ESPPstock plan pursuant to which such Company Option was issued, and (B) each Company Stockholder and any other holder of an Equity Interest in the Company, together with, as of June 1, 2007, the number of shares of Company Stock or other Equity Interest held by each Company Stockholder and each other holder of an Equity Interest in the Company. 4.3.2 All of the issued and outstanding shares of Company Stock have been duly authorized and validly issued and are fully paid and nonassessable. Except for the shares of Company Stock issuable upon the conversion of outstanding Company Options, Company Warrants and Company Convertible Notes, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments Options of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person character to which the Company or any Company Subsidiary is bound a party or by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is boundbound relating to the issued or unissued Equity Interests of the Company, or securities convertible into or exchangeable for such Equity Interests, or obligating the Company to issue or sell any shares of its capital stock or other Equity Interests, or securities convertible into or exchangeable for such capital stock of, or other Equity Interests in, the Company. Except as set forth in each caseSection 4.3.1, in accordance with which any Person is entitled to receive any payment from there are no outstanding contractual obligations of the Company or any Company Subsidiary based affecting the voting rights of or requiring the repurchase, redemption or disposition of, any Equity Interests in whole the Company. Except as set forth in Section 4.3.1, as otherwise would be permitted by this Agreement or in part on the value upon exercise or conversion of any securities Company Options, Company Warrants or Company Convertible Notes outstanding as of the date hereof, since December 31, 2006, the Company has not issued any shares of its capital stock, or securities convertible into or exchangeable for such capital stock or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” other Equity Interests in effectthe Company. (e) 4.3.3 Each issued and outstanding share of capital stock or other Equity Interest of each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company ownsduly authorized, beneficially validly issued, fully paid, nonassessable and of recordis held, directly or indirectly, all of by the issued and outstanding company, partnership, corporate Company or similar (as applicable) ownership, voting or similar securities or interests in each such another Company Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)Liens. Except as set forth in Section 4.3.1, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries there are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate no Options or other organizational documents for each commitments, understandings, restrictions or arrangements relating to the issuance or sale with respect to any shares of capital stock or other Equity Interests of any Company Subsidiary, and such organizational including any right of conversion or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company exchange under any outstanding security, instrument or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Sharesagreement. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of 3,000,000 shares of Series A Preferred Stock, par value $0.001 (i) 250,000,000 Common Shares, 187,113,577 of which were issued and outstanding and none of which were held by the Company as treasury shares“Preferred Stock”), and (ii) 5,000,000 3,000,000 shares of preferred common stock, par value $0.001 per share, of the Company share (the “Company Preferred SharesCommon Stock”). On the date hereof, no shares of which were the issued and outstanding. There are no other classes outstanding shares of capital stock of the Company consist of (i) 1,000,000 shares of Preferred Stock, and no bonds(ii) 1,155,000 shares of Common Stock, debentures, notes or other Indebtedness or securities of which there are 155,000 shares which were granted pursuant to the Company having Equity Plan. All the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders outstanding shares of capital stock of the Company may vote authorizedhave been duly and validly issued and are fully paid and non-assessable, and were issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in all material respects in accordance with the exercise, vesting registration or settlementqualification requirements of the Securities Act of 1933, as applicableamended, of and any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awardsrelevant state securities Laws or pursuant to valid exemptions therefrom. (b) Section 3.2(b) Schedule 3.04 accurately sets forth the name and place of incorporation or formation of each Subsidiary of the Company. As of the date hereof, each Subsidiary of the Company Disclosure Letter sets forthis directly or indirectly wholly owned by the Company. Each Group Company’s issued and outstanding shares of capital stock, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award andnominal share capital or other equity securities have been, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, paid and non-assessable and free assessable. Except as set forth in Schedule 3.04, there are no agreements requiring any Group Company to issue, transfer, sell or otherwise dispose of preemptive rights. The Company has made available to Parent correct and complete copies any shares of the currently effective corporate capital stock or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any Group Company, including any options, warrants, subscriptions, rights, calls or other Company Subsidiary)similar commitments or agreements relating thereto. Except as set forth in Schedule 3.04, neither the Company nor any Company Subsidiary (i) owns directly no shares of capital stock or indirectly any other securities of any Person Group Company, are subject to any proxies, voting agreements, voting trusts or other than a Company Subsidiary similar arrangements which affect the rights of holder(s) to vote such securities, nor are any stockholder agreements, buy-sell agreements, restricted stock purchase agreements, preferred stock purchase agreements, warrant purchase agreements, stock issuance agreements, stock option agreements, rights of first refusal or (ii) has other similar agreements existing as of the date hereof with respect to such securities which in any obligation or has made any commitment to acquire any securities manner would affect the title of any Person holder(s) to such securities or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities rights of any Company Subsidiary that have been declared or authorized have been paid in fullholder(s) to sell the same free and clear of all Liens.

Capitalization; Subsidiaries. (ai) As The shares of Common Stock comprising the Shares to be purchased pursuant to this Agreement have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, and the Investor upon payment of the close Purchase Price shall have valid and legal title to the Shares, free and clear of business all Liens, other than restrictions on March 10transfer pursuant to U.S. federal and state securities laws and Liens created by the Stockholders’ Agreement. Other than as provided in the Offering Materials and the Other Subscription Agreements, 2023 (A) there are no outstanding or authorized subscriptions, warrants, options, calls, commitments or other rights or agreements to which the “Capitalization Date”)Company or any other Person is bound or entitled to the benefit of relating to the issuance, sale, redemption, conversion, transfer or voting of any equity interests of the Company; and (B) the issuance of the Shares will not be subject to preemptive or similar rights, except for such as have been validly waived or complied with. Immediately following the Closing, the authorized capital stock of the Company consisted will consist of (i) 250,000,000 102,580 shares of Series A Preferred Stock and 137,420 shares of Common SharesStock, 187,113,577 of which were 11,353 shares of Series A Preferred Stock will be issued and outstanding and none of which were held by the Company as treasury sharesoutstanding, and following all closings in connection with the offering pursuant to the PPM and assuming the purchase of all Common Stock proposed in the offering, 48,377 shares of Common Stock will be issued and outstanding. (ii) 5,000,000 shares of preferred stockThe Company has no Subsidiaries other than the Limited Liability Company “Panacela Labs”, par value $0.001 per share, a limited liability company formed under the laws of the Company Russian Federation on July 14, 2011, state registration number (the “Company Preferred Shares”), no shares of which were issued and outstandingOGRN): 1117746551812. There are no other classes of capital stock of the Company and no bondscorporations, debenturespartnerships, notes joint ventures, associations or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities entities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company owns of record or beneficially, any direct or indirect equity or other interest or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character right (contingent or otherwise) to which acquire the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiarysame. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date is not a member of this Agreement any partnership nor is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate a participant in any joint venture or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Sharesarrangement. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close date of business on March 10, 2023 (the “Capitalization Date”)this Agreement, the authorized capital stock of the Company consisted consists of (i) 250,000,000 a total of 37,800,000 shares consisting of 25,000,000 shares of Common SharesStock, 187,113,577 2,800,00 shares of which were issued Class B Stock and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 10,000,000 shares of preferred stockstock of the Company, par value $0.001 0.01 per share ("Preferred Stock"), of which 10,000 shares of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote"Series A Preferred") on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awardsdesignated. (b) Section 3.2(b) As of the Company Disclosure Letter sets forth, as date of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicablethis Agreement, (i) the name (or employee identification number) 13,616,084 shares of Common Stock were issued and country outstanding, all of residence (if outside the U.S.) of the holder thereofwhich shares were validly issued, fully paid and nonassessable, (ii) the number 900,000 shares of Common Shares issuable thereunderClass B Stock were issued and outstanding, all of which shares were validly issued, fully paid and nonassessable, (iii) the exercise price or strike price (if any) relating theretoexcept for 10,000 shares of Series A Preferred, no series of Preferred Stock have been designated, (iv) the grant dateno shares of Preferred Stock, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Dateincluding Series A Preferred, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed or are outstanding, and (v)no shares of Common Stock and no shares of Class B Stock or Preferred Stock were held in accordance with the federal securities Laws or an appropriate exemption therefromtreasury of the Company. (c) All Except as set in Schedule 3.3(c) hereto, there are no outstanding Equity Securities of the issued Company. Schedule 3.3(c) includes a true and correct table summarizing all outstanding Common Shares have beenstock options, warrants and all of other rights to acquire from the Common Shares that may be issued in accordance with any Company Equity Securities of the Company or any Subsidiary, including the number of shares covered, the vesting schedule therefor, the exercise price therefor, the termination date therefor, and, except in respect of stock options issued to officers, directors or employees of the Company or any Subsidiary under the Company's Non-Qualified Stock Plan Awards will beOption Plan, when issued in accordance with the respective terms identity of the holder thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than immediately following issuance of the Company Stock Plan Awards Shares to Investor hereunder, the relative percentage ownership and rights to purchase voting power of the New Common Shares under and the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments New Class B Shares will be is as follows: --------------------------------------------------------------------------------------------------------------------------------- % of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares % of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations Common % of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities Diluted Fully-Diluted Stock % of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities Class B Common Stock Common Stock % of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound Voting % of Fully-Diluted Shares Outstanding Stock Outstanding Outstanding Outstanding Power Voting Power --------------------------------------------------------------------------------------------------------------------------------- 1,000,000 New 6.84% N/A 6.70% 5.09% 3.75% 3.28% Common Shares 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 divided by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued divided by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect.divided by divided by divided by 14,616,084 14,916,084 19,658,142 26,616,084 30,458,142 --------------------------------------------------------------------------------------------------------------------------------- N/A 25.00% 2.01% 1.52% 11.27% 9.84% 300,000 300,000 300,000 3,000,000 3,000,000 divided by divided by divided by divided by divided by 1,200,000 14,916,084 19,658,142 26,616,084 30,458,142 300,000 New Class B Shares --------------------------------------------------------------------------------------------------------------------------------- N/A N/A 8.71% 6.61% 15.03% 13.13% 1,300,000 1,300,000 4,000,000 4,000,000 divided by divided by divided by divided by 14,916,084 19,658,142 26,616,084 30,458,142 Total --------------------------------------------------------------------------------------------------------------------------------- 13,616,084 + 1,000,000 = 14,616,084 13,616,084 + 1,000,000 + 300,000 = 14,916,084 13,616,084 + 1,000,000 + 1,200,000 + 3,842,058 = 19,658,142 13,616,084 + 1,000,000 + 12,000,000 = 26,616,084 13,616,084 + 1,000,000 + 12,000,000 + 3,842,058 = 30,458,142 (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the outstanding shares of capital stock of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable, and all such shares are owned by the Company Disclosure Letterfree and clear of all Liens, and there are no outstanding Equity Securities of any Subsidiary other than such shares. The Company owns, beneficially and of recorddoes not own, directly or indirectly, all of the issued and outstanding companyany capital stock or other equity interest in any Person, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or the Subsidiaries, (ii) has any obligation capital stock or has made any commitment to acquire any securities other equity interest in a Person with a fair market value of any Person or to provide funds to or make any investment less than $100,000 and (in the form of a loan, capital contribution or otherwiseiii) in any Person. No Company Subsidiary owns any Common Sharesas set forth on Schedule 3.3(e). (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As In the case of the close of business on March 10, 2023 (the “Capitalization Date”)Company, the authorized capital stock of the Company consisted consists of (i) 250,000,000 97,500,000 shares of Company Common Shares, 187,113,577 of which were issued and outstanding and none of which were held by the Company as treasury shares, Stock and (ii) 5,000,000 2,000,000 shares of Company Preferred Stock. As of the date hereof, (A) 24,771,406 shares of Company Common Stock were issued and outstanding, (B) 1,031,406 shares of Company Common Stock were held in treasury, (C) 1,131,839 shares of Company Preferred Stock were outstanding, (D) 56,591,950 shares of Company Common Stock were reserved for issuance upon conversion of shares of Company Preferred Stock, (E) 3,778,912 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Rollover Options, (F) 1,779,953 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Warrants, and (G) 38,416 shares of Company Common Stock were subject to unvested Restricted Share Awards granted pursuant to the Company’s Equity Plans. Except, in the case of the Company, for shares of Company Common Stock that are subject to unvested Restricted Share Awards, there are no uncertificated shares of Company Common Stock or Company Preferred Stock. (b) In the case of Intermediate Parent, the authorized capital stock of Parent consists of (i) 350,000,000 shares of Parent Common Stock and (ii) 10,000,000 shares of series A redeemable exchangeable preferred stock, par value $0.001 0.01 per share, of the Company share (the “Company Parent Preferred SharesStock”). As of the date hereof, no (A) 59,696,488 shares of which Parent Common Stock were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs211,615 shares of Parent Common Stock were held in treasury, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance)29,893 shares of Parent Preferred Stock were outstanding, (D) rights to purchase a maximum 3,630,165 shares of 543,628 Parent Common Shares Stock were reserved for issuance upon exercise of outstanding stock options granted pursuant to the Company ESPP (determined based on the fair market value Parent’s 2005 Stock Incentive Plan and 1,688,100 shares of a Parent Common Share on the first day Stock were reserved for issuance upon exercise of the current offering period) and outstanding stock options granted pursuant to Parent’s 2007 Stock Award Plan, (E) 4,349,617 4,437,170 shares of Parent Common Shares Stock were reserved for future issuance upon exercise of outstanding Parent warrants, (F) no shares of Parent Common Stock were subject to unvested restricted stock awards granted pursuant to Parent’s 2007 Stock Award Plan (“Parent Restricted Share Awards”), and (G) 742,632 shares of Parent Common Stock were subject to grants of restricted stock units credited to participants under their accounts under Parent’s Amended and Restated 2010 Retention Award Program which provides for awards of restricted stock units under the Company 2007 Stock PlansAward Plan. Since In the close case of business on Intermediate Parent, between May 2010 and October 2010, Parent’s compensation committee approved grants of additional stock options to purchase 770,000 shares of Parent Common Stock under the Capitalization Date2007 Stock Award Plan. In the case of Intermediate Parent, there has these stock options have not yet been no issuance or grant granted and will not be granted until a valuation of any Parent Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities Stock is made in accordance with the exercise, vesting or settlement, as applicable, 2007 Stock Award Plan. Shares of any Company Parent Common Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the have not yet been reserved for issuance upon exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefromstock options. (c) All the outstanding equity of each member of its Group is duly authorized, validly issued, fully paid and nonassessable, was issued free of preemptive rights and is free and clear of all Liens other than Permitted Liens (except (i) in the case of the Parent Common Stock and Parent Preferred Stock, which is free of all Liens and (ii) if any such failure to be free and clear would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect). Except (A) as set forth in Section 2.5(c) of its Disclosure Letter, (B) in the case of the Company, the Company, and (C) in the case of Intermediate Parent, Parent, all of the outstanding ownership interests in each member of its Group are held by a member of its Group. Section 2.5(c) of its Disclosure Letter sets forth a true, correct and complete list of the type, class and number of all issued and outstanding Common Shares have been, and all securities of the Common Shares that may be issued in accordance with any each member of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rightsits Group. (d) As In the case of Intermediate Parent, the authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share. (e) Except as set forth above or in Sections 2.5(c) or 2.5(e) of its Disclosure Letter, and except in connection with the conversion of any convertible securities or the exercise of any options or warrants set forth in Sections 2.5(a) or 2.5(b) above, in each case after the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPPhereof, there are no (i) existing is no outstanding equity or other voting securities of any member of its Group, (ii) are no outstanding securities issued by any member of its Group that are convertible into or exchangeable for equity or voting securities, (iii) are no outstanding obligations of any member of its Group to repurchase, redeem or otherwise acquire any equity or voting securities or securities convertible into or exchangeable for equity or voting securities, and (iv) are no other options, warrants, calls, preemptive rights, subscriptions warrants or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating character relating to the Company issued or unissued equity of any Company Subsidiary member of its Group. (f) Except as set forth in Section 2.5(f) of its Disclosure Letter, there are no voting trusts, proxies, agreements or understandings related to issuethe registration, transfersale or transfer (including rights of first refusal, register “co-sale” or sell“drag-along” rights), pre-emptive rights or cause other agreements or understandings to be issuedwhich any member of its Group or, transferredto its knowledge, registered or sold, any security holder thereof is bound relating to any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments interest of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value member of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectits Group. (eg) Each Company Subsidiary existing on In the date case of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectlyIntermediate Parent, all shares of the Parent Common Stock when issued as Merger Consideration shall be duly authorized, validly issued, fully paid and outstanding companynonassessable, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, and issued free of preemptive rights and free and clear of all Liens (other than any transfer restrictions Liens imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company Laws or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common SharesAncillary Document. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The Company’s authorized capital stock consists solely of the Company consisted 600,000,000 shares of (i) 250,000,000 Common SharesClass A Common, 187,113,577 of which were which, 14,165,609 shares are presently issued and outstanding outstanding; 200,000,000 shares of Class B Common, of which, 14,039,839 shares are presently issued and outstanding; 6,000,000 shares of Class L Common, of which, 1,543,051 shares are presently issued and outstanding; 2,000,000 shares of Class M Common, of which, 1,612,057 shares are presently issued and outstanding; and 100,000,000 shares of Preferred Stock, none of which were are presently issued and outstanding, in each case, which shares are held beneficially and of record by the Company Persons set forth on Schedule 3.5(a) in the amounts set forth opposite such Person’s name. 1,219,643 shares of the Company’s Class A Common Stock are held as treasury shares, and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicabledate hereof, (i) the name (or employee identification number) and country up to 3,410,300 shares of residence (if outside the U.S.) Class A Common are reserved for issuance upon exercise of the holder thereofall outstanding Class A Options, (ii) 14,039,839 shares of Class A Common are reserved for issuance upon the number conversion of Common Shares issuable thereunderClass B Common, (iii) the 16,730 shares of Class L Common are reserved for issuance upon exercise price or strike price (if any) relating thereto, of all outstanding Class L Options; and (iv) the grant date1,612,057 shares of Class L Common are reserved for conversion of Class M Common. Except as set forth in this Section 3.5(a) or on Schedule 3.5(a), (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan does not have (i) any shares of capital stock or voting securities reserved for issuance or (ii) any outstanding or authorized option, warrant or other right or agreement of any kind to acquire its capital stock or voting securities or other ownership interest in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted or any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award outstanding securities, or obligations convertible into or exchangeable for, or giving any Person any right to purchase Common Shares under subscribe for or acquire from it, any shares of its capital stock or voting securities or other ownership interest in the Company ESPP was made Company. Except as set forth in accordance with, to the extent applicable, (Athis Section 3.5(a) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding or on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPPSchedule 3.5(a), there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary of the Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or (ii) voting trusts, proxies or other agreements among the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, validly issued, are fully paid and are nonassessable and free and clear of any preemptive rights and Liens, other than those set forth on Schedule 3.5(a) and that will be released on or prior to the Closing Date or those created by Newco. (b) All Subsidiaries are listed on Schedule 3.5(b). Except as set forth on Schedule 3.5(b), all of the outstanding capital stock of, or other ownership interests in, each Subsidiary of the Company is owned beneficially and of record by the Company, directly or indirectly, is duly authorized, validly issued, fully paid and nonassessable and free and clear of any preemptive rights (other than such rights as may be held by the Company), restrictions on transfer, Taxes or Liens. Except as set forth on Schedule 3.5(b), there are no (i) authorized or outstanding securities of the Company or any Company Subsidiaryof the Subsidiaries convertible into or exchangeable for, no options or warrants or the right to subscribe for, or providing for the issuance or sale of, any capital stock or other ownership interest in, or any securities representing the right to purchase or otherwise receive any other securities of, any Subsidiary, (ii) voting trusts, proxies or other agreements among the Subsidiaries’ stockholders with respect to the voting or transfer of the Subsidiaries’ capital stock, or (iii) outstanding obligations of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation capital stock or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or ownership interests in each such any Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of 111,500,000 shares divided into (i) 250,000,000 Common Shares70,000,000 shares of common stock, 187,113,577 $.0001 par value, of which were 4,326,460 shares are issued and outstanding and none (the “Company Common Stock”) to the individuals listed in Section 2.2 (a) of the Company Disclosure Letter, (ii) 5,500,000 shares of Series A Convertible Preferred Stock, $.10 par value, of which were held by 5,500,000 shares are issued and outstanding (the “Company Series A Stock”) to the individuals listed in Section 2.2 (a) of the Company as treasury sharesDisclosure Letter, and (iiiii) 5,000,000 shares of preferred stockSeries B Convertible Preferred Stock, $.01 par value $0.001 per sharevalue, of the Company which 5,000,000 shares are issued and outstanding (the “Company Preferred SharesSeries B Stock”), no shares of which were issued and outstanding. There are no other classes of capital stock ) to the individuals listed in Section 2.2 (a) of the Company Disclosure Letter, (iv) 21,000,000 shares of Series C Convertible Preferred Stock, $.01 par value, of which 13,438,682 shares are issued and no bonds, debentures, notes or other Indebtedness or securities of outstanding (the “Company Series C Stock” and together with the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of Common Stock, the Company may vote authorizedSeries A Stock and the Company Series B Stock, issued or outstanding. As of the close of business on the Capitalization Date, there were (A“ Company Stock”) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP individuals listed in Section 2.2 (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(ba) of the Company Disclosure Letter sets forthand (v) 10,000,000 shares of Series Preferred Stock, none of which have been designated or are issued and outstanding. Other than the Company Stock, there are no other classes, series or types of stock for the Company outstanding. Except as listed in Section 2.2(a) of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award andDisclosure Letter, to the extent applicableKnowledge of the Company, the Company Shareholders hold good and marketable title to such Company Stock, free and clear of all liens, mortgages, encumbrances, pledges, claims, options, charges, easements, restrictions, covenants, conditions of record, encroachments, security interests and claims of every kind and character (i) each, a “Lien”), agreements, voting trusts, proxies and other arrangements or restrictions of any kind whatsoever (other than normal restrictions on transfer under applicable federal and state securities laws). All issued and outstanding shares of Company Stock have been duly authorized and were validly issued, are fully paid and nonassessable, are not subject to any right of rescission, are not subject to preemptive rights by statute, the name (Articles of Amendment and Restatement or employee identification number) and country Bylaws of residence (if outside the U.S.Company, or, except as listed in Section 2.2(a) of the holder thereofCompany Disclosure Letter, (ii) any agreement or document to which the number of Common Shares issuable thereunderCompany is a part y or by which it is bound and have been offered, (iii) issued, sold and delivered by the exercise price Company in compliance with all registration or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested qualification requirements (or exercisableapplicable exemptions therefrom) of applicable federal and outstanding and the amount unvested (or not exercisablestate securities laws. Except as listed in Section 2.2(a) and outstanding and (vi) of the Company Disclosure Letter, the Company is not under any obligation to register under the Securities Act any of its presently outstanding securities or any securities that may be subsequently issued. There is no liability for dividends accrued but unpaid with respect to the Company’s outstanding securities. (b) An aggregate of 3,000,000 shares of Company Common Stock are reserved and authorized for issuance pursuant to the CloseCall America Inc. 2000 Stock Incentive Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant DatePlan”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value ), of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right which options to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations a total of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment 2,746,676 shares of Company Common Stock Plan Awards are outstanding. Except as described disclosed in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. 2.2 (cb) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPPDisclosure Letter, there are no existing (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements agreements or commitments of any kind character obligating the Company or any Company Subsidiary to issue, transfer, register transfer or sell, or cause to be issued, transferred, registered or sold, sell any shares of capital stock of, or other securities ofequity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitmentsequity interests, (ii) outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities capital stock of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) voting trusts or similar agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting a party with respect to the transfer voting of the securities capital stock of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company SubsidiaryCompany. The Company has no “rights plan,” “rights agreement” delivered to Buyer, a correct and complete list of each Company option and Company warrant outstanding as of the date hereof, including the name of the holder of such Company option or “poison pill” in effect. (e) Each Company Subsidiary existing on warrant, the Company Plan or other agreement pursuant to which such Company option was issued, the number of shares covered by such Company option or Company warrant, the per share exercise price of such Company option or Company warrant and the vesting commencement date and vesting schedule applicable to each such Company option, including the number of shares vested as of the date of this Agreement is listed on Section 3.2(eAgreement. (c) of the Company Disclosure Letter. The Company does not have any direct or indirect Subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity. For purposes of this Agreement, the term “Subsidiary” of a Person means any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, beneficially and of record, directly or indirectly, all more than 50% of the issued and outstanding company, partnership, corporate stock or similar (as applicable) ownership, voting or similar securities or other equity interests in each such Subsidiary, free and clear the holders of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each which are generally entitled to vote for the election of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free board of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate directors or other organizational documents for each Company Subsidiary, and governing body of such organizational corporation or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shareslegal entity. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The authorized Capital Stock of the close Clearwire consists of business on March 10300,000,000 shares of Clearwire Class A Common Stock, 2023 (the “Capitalization Date”), the authorized capital stock 50,000,000 shares of the Company consisted of (i) 250,000,000 Clearwire Class B Common Shares, 187,113,577 of which were issued Stock and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 shares of preferred stock, $0.0001 par value $0.001 per share, of the Company share (the “Company Preferred SharesStock”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on April 30, 2008 (i) 135,618,712 shares of Clearwire Class A Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (ii) 28,596,685 shares of Clearwire Class B Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable and free of preemptive rights, (iii) no shares of Clearwire Capital Stock were held in the Capitalization Datetreasury of Clearwire, (iv) 18,862,169 shares of Clearwire Class A Common Stock were subject to outstanding Clearwire Stock Options, there 740,000 shares of Clearwire Class A Common Stock were (A) subject to outstanding Company Options to purchase 5,682,590 Clearwire restricted stock units and 5,445,317 shares of Clearwire Class A Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) Stock were authorized and (E) 4,349,617 Common Shares reserved for future issuance under the Company Clearwire Stock Option Plans. Since , (v) 17,806,220 shares of Clearwire Class A Common Stock were subject to outstanding Clearwire Warrants and 17,806,220 shares of Clearwire Class A Common Stock were authorized and reserved for future issuance under the close Clearwire Warrant Agreements, and (vi) no shares of business on the Capitalization Date, there has been no issuance Preferred Stock were issued or grant of any Common Shares, Company Preferred Shares or any other securities outstanding. (b) Section 6.13(b) of the Company, other than any issuances Clearwire Disclosure Schedule sets forth a true and complete list of Common Shares or other securities in accordance the outstanding Clearwire Stock Options and Clearwire Warrants with the exercise, vesting or settlement, as applicable, exercise prices thereof and number of any Company shares of Clearwire Class A Common Stock Plan Awards outstanding subject thereto as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forthApril 30, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom2008. (c) All Except as set forth in Section 6.13(a) above or in Section 6.13(b) of the issued Clearwire Disclosure Schedule and outstanding Common Shares have beenexcept for changes since April 30, and all of the Common Shares that may be issued 2008 expressly permitted by Section 10.1(b)(iv), or otherwise consented to in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no outstanding (i) existing shares of Capital Stock of Clearwire and (ii) options, warrants, callsconvertible securities, preemptive rights, subscriptions or other securities or rightssubscriptions, stock appreciation rights, restricted phantom stock awards, restricted plans or stock unit awards, convertible securitiesequivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any kind obligating the Company character issued or authorized by Clearwire or any Company Subsidiary of Clearwire relating to issue, transfer, register the issued or sell, unissued Capital Stock of Clearwire or cause any Subsidiary of Clearwire or obligating Clearwire or any Subsidiary of Clearwire to be issued, transferred, registered issue or sold, sell any shares of capital stock Capital Stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rightsconvertible securities, subscriptions or other securities equity interests in, Clearwire or rightsany Subsidiary of Clearwire. All shares of Capital Stock of Clearwire or any Subsidiary of Clearwire subject to issuance as aforesaid, stock appreciation rightsupon issuance on the terms and conditions specified in the instruments under which they are issuable, restricted stock awardswill be duly authorized, restricted stock unit awardsvalidly issued, convertible securities, agreements, arrangements or commitments, (ii) fully paid and nonassessable. There are no outstanding contractual obligations of the Company Clearwire or any Company Subsidiary of Clearwire to repurchase, redeem or otherwise acquire any securities shares of the Company Clearwire Capital Stock or any Company Subsidiary, Capital Stock of any Subsidiary of Clearwire or to pay any securities representing the right to purchase dividend or otherwise receive make any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, distribution in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person respect thereof or to provide funds to to, or make any investment (in the form of a loan, capital contribution or otherwise) in in, any Person. No Company . (d) Immediately following the Closing and after giving effect to the Transactions (other than the Adjustment), and excluding changes since April 30, 2008 expressly permitted by Section 10.1(b)(iv) or otherwise consented to in accordance with this Agreement: (i) with respect to NewCo, there will be outstanding (A) a total of 189,215,397 shares of Class A Common Stock (plus up to 740,000 shares of Class A Common Stock issuable on the exercise of restricted stock units, up to 18,862,169 shares of Class A Common Stock issuable on the exercise of Clearwire Stock Options, up to 17,806,220 shares of Class A Common Stock issuable on the exercise of Clearwire Warrants, in each case outstanding immediately prior to the Effective Time and adjusted at the Effective Time in accordance with Sections 2.7 and 2.8) and (B) a total of 505,000,000 shares of Class B Common Stock; (ii) with respect to NewCo LLC, there will be outstanding (A) a total of 694,215,397 Voting Units, (B) 189,215,397 Class A Common Units and (C) 505,000,000 Class B Common Units outstanding; and (iii) except as contemplated by Section 2.8 of the Equityholders’ Agreement, there will be no other outstanding (A) shares of Capital Stock of NewCo or NewCo LLC or (B) options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by NewCo, NewCo LLC or any Subsidiary owns of NewCo or NewCo LLC relating to the issued or unissued Capital Stock of NewCo or NewCo LLC or obligating NewCo or NewCo LLC to issue or sell any shares of Capital Stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, NewCo or NewCo LLC. (e) The shares of Class A Common SharesStock to be issued as Merger Consideration and the Class B Common Units, Voting Units, Class A Common Units, shares of Class A Common Stock and shares of Class B Common Stock to be issued in connection with the formation of NewCo LLC, the Merger, the LLC Contribution and the Investments by the Investors pursuant to Articles 1, 2, 3 and 4, respectively, when issued and delivered in accordance with the terms of this Agreement, will have been duly authorized, validly issued, fully paid and nonassessable and free of Encumbrances, preemptive rights or other similar rights, other than Encumbrances created by the Equityholders’ Agreement. (f) All dividends or distributions on any securities Section 6.13(f) of the Company that have been declared Clearwire Disclosure Schedule, sets forth a correct and complete list of each Subsidiary of Clearwire. Except as set forth in Section 6.13(f) of the Clearwire Disclosure Schedule, Clearwire owns beneficially and of record all of the issued and outstanding Capital Stock of each Subsidiary of Clearwire and does not own an equity interest in any other corporation, association, partnership, limited liability company or authorized have been other entity, other than in its Subsidiaries. Each outstanding share of Capital Stock of each Subsidiary of Clearwire is duly authorized, validly issued, fully paid in full. All dividends and nonassessable and each share of Capital Stock of each Subsidiary of Clearwire owned by Clearwire or distributions on any securities another Subsidiary of any Company Subsidiary that have been declared or authorized have been paid in fullClearwire is free and clear of all Encumbrances.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists solely of 50,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which 149,786 shares are designated Series A Convertible Preferred Stock ("Series A Preferred") and 20,000 shares are designated Series B Preferred. Immediately prior to the Closing, (i) 250,000,000 Common Shares, 187,113,577 of which were issued and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 9,166,385 shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”), no shares of which Common Stock were issued and outstanding. There are no other classes , all of capital stock which shares were validly issued, fully paid and nonassessable; (ii) 149,459 shares of the Company Series A Preferred were issued and no bondsoutstanding, debenturesall of which shares were validly issued, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) fully paid and nonassessable; and (Eiii) 4,349,617 no shares of Common Shares reserved for future issuance under Stock or Preferred Stock were held in the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities treasury of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, Immediately subsequent to the extent applicableClosing, (i) the name (or employee identification number) and country of residence (if outside the U.S.) Shares shall represent approximately 17.9% of the holder thereof, outstanding shares of Common Stock and no less than 5.9% of the Fully Diluted Common Stock; and (ii) the number of Common Warrant Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A shall represent approximately 7.4% of the Code. Each grant of a Company Stock Plan Award or right to purchase Fully Diluted Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefromStock. (c) All Except as set forth above in Section 3.3(a) and as set forth in Schedule 3.3(c) hereto, there are no outstanding Equity Securities of the issued Company. Schedule 3.3(c) includes a true and correct table summarizing all outstanding Common Shares have beenstock options, warrants and all of other rights to acquire from the Common Shares that may be issued in accordance with any Company Equity Securities of the Company Stock Plan Awards will beor any Subsidiary, when issued in accordance with including the respective terms thereofidentity and title of the holder, duly authorized the number of shares covered, the vesting schedule therefor, the exercise price therefor, and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rightsthe termination date therefor. (d) As Each of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any outstanding shares of capital stock ofof each Subsidiary is duly authorized, or validly issued, fully paid and nonassessable, and, except as set forth in Schedule 3.3(d), all such shares are owned by the Company free and clear of all Liens, and there are no outstanding Equity Securities of any Subsidiary other securities ofthan such shares. Except as set forth on Schedule 3.3(d), the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of recorddoes not own, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate capital stock or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are equity interest in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common SharesSubsidiaries. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of (i) 250,000,000 50,000,000 Common Shares, 187,113,577 of which were issued Shares and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 2,000,000 shares of preferred stock, par value $0.001 .01 per share, share ("Preferred Stock"). As of the Company (the “Company Preferred Shares”)close of business on December 12, no shares of which 1997, 18,155,000 Common Shares were issued and outstanding, all of which are entitled to vote, and no Common Shares were held in the Company's treasury. The Company has no shares of Preferred Stock issued or outstanding. The Company intends to authorize the issuance, prior to the Effective Time, of up to 130,000 shares of Series A Redeemable Preferred Stock of the Company, as contemplated by Section 5.10 of this Agreement. As of December 12, 1997,(i) there were 865,950 Common Shares reserved for issuance pursuant to outstanding Options and rights granted under the Stock Plans, and (ii) options to acquire an aggregate of 2,134,050 Common Shares have been issued pursuant to Company Stock Options. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid and non-assessable. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company indebtedness having the right to vote voting rights (or convertible into or exercisable for securities having such rights) ("Voting Debt") of the right to voteCompany or any of its Subsidiaries issued and outstanding. (b) Except as set forth above, as set forth on any matters on which holders Section 3.2 of the Company Disclosure Schedule, and for the transactions contemplated by this Agreement, (i) there are no shares of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive pre-emptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register transfer or sell, sell or cause to be issued, transferred, registered transferred or sold, sold any shares of capital stock or Voting Debt of, or other securities ofequity interest in, the Company or any Company Subsidiary of its Subsidiaries or securities convertible into or exchangeable for such shares or other securities, equity interests or obligating obligations of the Company or any Company Subsidiary of its Subsidiaries to grant, extend or enter into any such optionsoption, warrantswarrant, callscall, preemptive rights, subscriptions subscription or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awardsright, convertible securitiessecurity, agreementsagreement, arrangements arrangement or commitmentscommitment. (c) Except as set forth in Section 3.2 of the Company Disclosure Schedule, (ii) there are no outstanding contractual obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any securities Shares of the capital stock of the Company or any Company Subsidiary, Subsidiary or any securities representing the right to purchase or otherwise receive any other securities affiliate of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any PersonSubsidiary or any other entity. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities Except as set forth in Section 3.2 of the Company that Disclosure Schedule, and as permitted by this Agreement, following the Merger, neither the Company nor any of its Subsidiaries will have been declared any obligation to issue, transfer or authorized have been paid in full. All dividends or distributions on sell any securities shares of any Company Subsidiary that have been declared or authorized have been paid in fullits capital stock other than pursuant to employee benefit plans.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 250,000,000 shares of Company Common Stock, (ii) 3,000,000 shares of Non-Voting Common Stock (the “Non-Voting Common Stock”), and (iii) 5,000,000 shares of Preferred Stock, par value $.01 per share (the “Preferred Stock”), of which 1,000,000 shares have been designated as Series A Junior Participating Preferred Stock (the “Junior Preferred Stock”) and have been reserved for issuance upon the exercise of the rights (the “Company Rights”) distributed to the holders of Common Stock pursuant to that certain Stockholder Rights Agreement, dated as of March 27, 2002 (the “Rights Plan”), by and between the Company and American Stock Transfer & Trust Company, as Rights Agent. (b) As of the close of business on March 10May 27, 2023 2009 (the “Capitalization Date”), the authorized capital stock of the Company consisted of ): (i) 250,000,000 57,194,682 shares of Company Common Shares, 187,113,577 of which Stock were issued and outstanding (which number includes 150,000 shares of restricted Company Common Stock (the “Restricted Shares”) outstanding pursuant to the Company’s 2007 Stock Incentive Plan (the “2007 Stock Plan”) and none the Company’s 1997 Employee, Director and Consultant Stock Plan (the “1997 Stock Plan”, and together with the 2007 Stock Plan, the “Company Stock Plans”); (ii) no shares of which Company Common Stock were held by the Company as treasury shares, and in its treasury; (iiiii) 5,000,000 shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”), no shares of which Preferred Stock were issued and outstanding. There ; (iv) (A) the Company has reserved 6,000,000 shares of Company Common Stock for issuance under the 2007 Stock Plan, of which options to purchase 3,643,632 shares have been granted and are currently outstanding, (B) the Company has reserved 10,500,000 shares of Company Common Stock for issuance under the Company’s 1997 Stock Plan, of which options to purchase 1,493,348 shares have been granted and are currently outstanding and (C) there are no other classes options outstanding under the Company’s 1993 Stock Option Plan (the “1993 Stock Plan”); (v) 1,460,061 shares of Company Common Stock were reserved for issuance upon conversion of the Company’s outstanding 4.00% Convertible Subordinated Notes due 2011 (the “Convertible Notes”); and (vi) no warrants to purchase shares of Company Common Stock were issued or outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable, and are not subject to and were not issued in violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right. (c) Except as set forth in Section 4.5(b), there have not been reserved for issuance, and there are no outstanding (i) shares of capital stock or other voting securities of the Company and no bonds, debentures, notes or other Indebtedness or Company; (ii) securities of the Company having the right to vote (or convertible into or exercisable exchangeable for securities having the right to vote) on any matters on which holders shares of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other voting securities of the Company, other than any issuances of Common Shares Company Options and the Convertible Notes; (iii) Company Options or other rights or options to acquire from the Company, or obligations of the Company to issue, any shares of capital stock, voting securities or securities convertible into or exchangeable for shares of capital stock or voting securities of the Company, as the case may be; or (iv) equity equivalent interests in the ownership or earnings of the Company (the items in clauses (i) through (iv) collectively, “Company Securities”). There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Company Securities. There are no preemptive rights of any kind which obligate the Company to issue or deliver any Company Securities. (d) Other than the issuance of shares of Company Common Stock upon exercise of Company Options, from the Company Balance Sheet Date to the date of this Agreement, the Company has not declared or paid any dividend or distribution in respect of any Company Securities, and the Company has not issued, sold, repurchased, redeemed or otherwise acquired any Company Securities, and the Board of Directors has not authorized any of the foregoing. (e) As of the date hereof, the Company has not entered into any commitment, arrangement or agreement, or is otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any Person. (f) Prior to the date of this Agreement, the Company has amended the Rights Plan in accordance with its terms (i) to render the exercise, vesting or settlement, as applicable, of any Company Stock Rights Plan Awards outstanding as of inapplicable to the close of business on the Capitalization Date in accordance with the terms of transactions contemplated by this Agreement and (ii) so that the Company Rights will expire immediately prior to the Effective Time, provided that no Distribution Date (as defined in the Rights Plan) or Stock Plan AwardsAcquisition Date (as defined in the Rights Plan) shall have occurred. (bg) The Company does not own, directly or indirectly, any capital stock or equity securities of any Person. (h) Section 3.2(b4.5(h) of the Company Disclosure Letter sets forth, as in respect of each officer and employee of the close Company, the aggregate amount of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options severance payments that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award payable or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued become payable by the Company to such employee or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which officer in connection with the Company or any Company Subsidiary is bound, Merger under an employment agreement set forth in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) 4.11 of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar CuraGen Corporation Severance Pay Policy (as applicable) ownership, voting or similar securities or interests in for each such Subsidiaryemployee, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Lawsthe “Severance Amount”), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10August 27, 2023 2018 (the “Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 750,000,000 shares of Company Common SharesStock, 187,113,577 43,614,423 of which were issued and outstanding (including 275,789 shares of Company Common Stock subject to Company Restricted Stock Awards) and none 39,892 of which were held by the Company as treasury sharesstock, and (ii) 5,000,000 100,000,000 shares of preferred stockstock of the Company, par value $0.001 per share, of the Company share (the “Company Preferred SharesStock”), no shares of which were issued and outstanding. There Except for the foregoing, there are no other classes of capital stock of the Company and and, except for the Convertible Notes, there are no bonds, debentures, notes or other Indebtedness or securities Securities of the Company having the right to vote (or convertible into or exercisable for securities Securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (Ai) outstanding Company Options to purchase 5,682,590 3,435,494 shares of Company Common Shares, Stock; (Bii) 3,025,659 outstanding Company RSUs, RSU Awards representing 62,244 shares of Company Common Stock; (Ciii) 1,019,201 outstanding 275,789 shares of Company PSUs Common Stock subject to Company Restricted Stock Awards; (assuming maximum performance), (Div) rights to purchase a maximum 155,830 shares of 543,628 Company Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares Stock reserved for future issuance under the Company ESPP; (v) 824,592 shares of Company Common Stock reserved for future issuance under the Company Equity Plans; and (vi) 6,216,950 shares of Company Common Stock reserved for issuance upon conversion of the Convertible Senior Notes due 2025 and the Convertible Senior Notes due 2036 (together, the “Convertible Notes”). Since From the close of business on the Capitalization DateDate through the date of this Agreement, there has have been (i) no issuance or grant issuances of any Company Common SharesStock, Company Preferred Shares Stock or any other securities Securities of the Company, Company other than any issuances of shares of Company Common Shares or other securities Stock (A) pursuant to (1) the conversion of any of the Convertible Notes outstanding as of the Capitalization Date in accordance with the terms of the applicable Convertible Note Indenture or (2) the exercise, vesting or settlement, as applicable, of any Company Stock Plan Equity Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards or (B) under the Company Stock Plan AwardsESPP in accordance with its terms and (ii) no grants of any Company Equity Awards or any other equity or equity-based awards. The Conversion Rate (as defined pursuant to the applicable Convertible Note Indenture) of each of the Convertible Notes is set forth on Section 3.2(a) of the Company Disclosure Letter as of the date of this Agreement. (b) All of the issued and outstanding shares of Company Common Stock have been, and all of the shares of Company Common Stock that may be issued pursuant to any of the Company Equity Awards, the Company Equity Plans, the Convertible Notes or the Company ESPP will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent or its counsel accurate and complete copies of each of the Convertible Note Indentures, the Company ESPP, the Company Equity Plans and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Equity Awards, and in respect of the foregoing forms, other than differences with respect to the number of shares of Company Common Stock covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains material terms that are not consistent with, or in addition to, such forms. Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Equity Award and, and to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of shares of Company Common Shares Stock issued or issuable thereunder, (iii) the expiration date, (iv) the exercise price or strike price (if any) relating thereto, (ivv) the grant date, (vvi) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding outstanding, and (vivii) the Company Stock Equity Plan in accordance with pursuant to which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof or other authorized designee) and any required stockholder approval by the necessary number of votes or written consents. No The Company does not have any liability in respect of any Company Option has been that was granted with a per share exercise price that was less than the fair market value of a share of Company Common Share Stock on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to the provisions of Section 409A of the Code. Each grant of a Company Stock Plan Equity Award or right to purchase Common Shares under the Company ESPP was made in all material respects in accordance with, to with (i) the extent applicable, (A) terms of the applicable Company Stock Equity Plan, (Bii) all applicable securities Laws and any applicable listing and governance rules and regulations of NasdaqLaws, including the NASDAQ Listing Rules, (Ciii) the Code and (Div) all other applicable Laws. The Company has the requisite power and authority, in accordance with authority under the terms of the applicable Company Stock Equity Plan, the applicable award agreements and any other applicable contract, Contract to take the actions contemplated by Section 2.4, 2.3 and the treatment of Company Stock Plan Equity Awards as described in Section 2.4 2.3, shall, as of the Effective Time will Time, be binding on the holders of Company Stock Plan AwardsEquity Awards purported to be covered thereby. All of the outstanding Shares have Company Common Stock has been issued sold pursuant to an effective registration statement filed in accordance with under the federal securities Laws or an appropriate exemption therefrom. No Subsidiary of the Company owns any Securities of the Company. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights Equity Awards, the Convertible Notes or pursuant to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities Securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securitiesSecurities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities Securities of, the Company or any Company Subsidiary of its Subsidiaries or securities Securities convertible into or exchangeable for such shares or other securitiesSecurities, or obligating the Company or any Company Subsidiary of its Subsidiaries to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities Securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securitiesSecurities, agreements, arrangements or commitments, ; (ii) outstanding obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any securities Securities of the Company or any Company Subsidiaryof its Subsidiaries, or any securities Securities representing the right to purchase or otherwise receive any other securities Securities of the Company or any Company Subsidiary, of its Subsidiaries; (iii) agreements with any Person to which the Company or any Company Subsidiary of its Subsidiaries is bound by anything party (A) restricting the transfer of the securities Securities of the Company or any Company Subsidiary of its Subsidiaries or (B) affecting the voting rights of securities Securities of the Company or any Company Subsidiary of its Subsidiaries (including shareholder stockholder agreements, voting trusts or similar agreements) ); or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, securitySecurity-based performance units, “phantom” stock, profit-participation or other security Security rights issued by the Company or any Company Subsidiaryof its Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary of its Subsidiaries is boundparty, in each case, in accordance with case pursuant to which any Person is entitled to receive any payment from the Company or any Company Subsidiary of its Subsidiaries based in whole or in part on the value of any securities Securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectof its Subsidiaries. (ed) Each Subsidiary of the Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws3.2(d), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of (i) 250,000,000 18,000,000 shares of Common SharesStock, 187,113,577 of which were 4,988,829.79 shares are issued and outstanding and none as of the date hereof (including shares of Common Stock issued pursuant to outstanding Restricted Stock Awards), (ii) 3,200,000 shares of Series A Preferred Stock, of which were held by 2,929,166.66 shares are issued and outstanding as of the Company as treasury sharesdate hereof, and (iiiii) 5,000,000 6,500,000 shares of preferred stock, par value $0.001 per shareSeries B Preferred Stock, of which 6,000,288.80 shares are issued and outstanding as of the date hereof. As of the date hereof, the Company has reserved (the “Company Preferred Shares”), no x) 8,929,456 shares of Common Stock for issuance upon conversion of the Preferred Stock, (y) 2,790,000 shares of Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Company Stock Plan, of which were issued 2,138,836 shares are subject to outstanding and outstandingunvested Restricted Stock Awards, and (z) 392,872 shares of Series B Preferred Stock, 37,500 shares of Series A Preferred Stock, and 553,395 shares of Common Stock for issuance upon the exercise of outstanding Warrants. There are no other classes shares of capital stock held in the Company’s treasury. All of the issued and outstanding shares of Common Stock and Preferred Stock (i) have been duly and validly authorized and are duly and validly issued, fully paid and non-assessable, and none of them have been issued in violation of preemptive right or rights of first refusal created by statute, the Company Organizational Documents or any Contract to which the Company is a party or by which it is bound, (ii) are free of any Liens created or permitted by the Company, and (iii) are owned of record as set forth on Schedule 4.4(a) of the Company and no bondsDisclosure Schedules. Other than as described in this Section 4.4(a), debentures, notes or other Indebtedness or securities as set forth on Schedule 4.4(a) of the Company having the Disclosure Schedules, no Person has any right to vote (acquire any shares of Common Stock or convertible into Preferred Stock, or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorizedWarrants, issued options or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) other rights to purchase a maximum shares of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares Stock or any other securities of the Company, other than any issuances from the Company. A complete and accurate list of Common Shares or other securities in accordance with (i) each issued and outstanding Warrant (including the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as name of the close Warrantholder and the applicable exercise price thereof) and (ii) each Restricted Stock Award (including the name of business the Restricted Stock Award holder and the vesting schedule of the Restricted Stock Award) is set forth on the Capitalization Date in accordance with the terms Schedule 4.4(a) of the Company Disclosure Schedules. Except as set forth on Schedule 4.4(a) of the Company Disclosure Schedules, with respect to each Restricted Stock Plan AwardsAward, a timely election pursuant to Section 83(b) of the Code has been made and remitted to the Internal Revenue Service. There are no declared and unpaid dividends on any share of Company Capital Stock. The dollar values of the Series A Liquidation Preference Amount, the Series B Liquidation Preference Amount, the Conversion Price, the Original Issue Price, together with the numerical value of the Conversion Rate and the Pro Rata Share of each Equity Holder, are set forth on Schedule 4.4(a) of the Company Disclosure Schedules. (b) Except as set forth in this Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP4.4(b), there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awardsstock, restricted stock unit awardsunits, convertible securitiesphantom equity, agreementswarrants, arrangements calls, rights, commitments or commitments of any kind agreements that are outstanding to which the Company or the Company Subsidiary is a party or by which it is bound, obligating the Company or any the Company Subsidiary to issue, transferdeliver, register sell, repurchase or sellredeem, or cause to be issued, transferreddelivered, registered sold, repurchased or soldredeemed, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, Capital Stock or obligating the Company or any the Company Subsidiary to grant, extend extend, accelerate the vesting of, change the price of, or enter into such options, warrants, calls, preemptive rights, subscriptions otherwise amend or other securities or rights, stock appreciation rightsgrant any option, restricted stock, equity-linked compensatory award, warrant, call, right, commitment or agreement regarding shares of Company Capital Stock. Except as set forth in this Section 4.4(b), there are no other contracts, commitments or agreements relating to the voting, purchase or sale of the Company’s or the Company Subsidiary’s capital stock awards(i) between or among the Company or the Company Subsidiary and any Person, restricted stock unit awardsincluding any Company Stockholders, convertible securities, agreements, arrangements or commitments, and (ii) to the Company’s Knowledge, between or among any Company Stockholders. (c) Entrada Edit, LLC, a Tennessee limited liability company, is the Company’s sole Subsidiary (the “Company Subsidiary” and together with the Company, the “Group Companies” and each, a “Group Company”), and the Company does not, directly or indirectly, own, control or have any security, ownership or other interest in any Person other than the Company Subsidiary. All outstanding obligations membership interests of the Company Subsidiary are owned by the Company. (d) The Company is not a participant in any joint venture, partnership or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any similar arrangement. The Company Subsidiary is a limited liability company duly formed, validly existing and in good standing under the applicable Laws of Tennessee. The Company Subsidiary has the requisite limited liability company power and authority to own, lease and operate its assets in the manner in which such assets are currently owned, leased and operated, to perform its obligations under all Contracts to which it is a party or by which it or its assets are bound by anything and to carry on its business as now being conducted, is duly qualified to do business, and is in good standing (Aif such concept is applicable in the relevant jurisdiction) restricting in each jurisdiction where the transfer operation of its business as now being conducted requires such qualification, except where the securities of failure to be so qualified or in good standing or to have any such limited liability power and authority would not reasonably be expected to be material to the Company or any Company Subsidiary or (B) affecting in the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiaryaggregate. The Company has no “rights plan,” “rights delivered to Parent true and correct copies of the Company Subsidiary’s certificate of formation and operating agreement” . The Group Companies are not in violation of any of the provisions of the Company Subsidiary’s certificate of formation or “poison pill” in effectoperating agreement. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) All outstanding membership interests of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or are duly authorized, validly issued, fully paid and non-assessable, (ii) has any obligation or has made any commitment to acquire any securities are free of any Person Liens, and (iii) were not issued in violation of any preemptive rights or rights of first refusal created by statute, the Company Subsidiary’s certificate of formation or operating agreement or any Contract to provide funds to or make any investment (in which the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All is a party or by which it or its assets are bound. As of the date hereof, there are no declared and unpaid dividends or distributions on any securities share of capital stock of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in fullSubsidiary.

Capitalization; Subsidiaries. (ai) As of the close of business on March 10, 2023 (the “Capitalization Date”)date hereof, the authorized capital stock of the Company consisted consists of (iA) 250,000,000 50,000,000 shares of Common SharesStock, 187,113,577 of which were 13,501,461 shares are issued and outstanding and none as of which were held by the Company as treasury sharesAugust 4, 2022, and (iiB) 5,000,000 1,000,000 shares of preferred stock, par value $0.001 1.00 per shareshare (“Preferred Stock”), of which no shares are issued and outstanding as of the date hereof. All of the outstanding shares of Common Stock have been duly authorized, are validly issued, fully paid and nonassessable and were offered, sold and issued in material compliance with all applicable federal and state securities laws and without violating any contractual obligation or any preemptive or similar rights. As of June 30, 2022, there were 153,891 shares of Common Stock authorized and reserved for issuance remaining available under the Company’s 2019 Omnibus Incentive Plan, 8,000 shares of Common Stock authorized and reserved for issuance remaining available under the Company’s 2017 Non-Employee Director Stock Option Plan, 1,228,978 outstanding options to purchase shares of Common Stock (collectively, the “Company Stock Options”), 80,382 outstanding shares of restricted stock of the Company (the “Company Preferred SharesRestricted Stock”), no and outstanding warrants to purchase 4,285 shares of which were issued and outstandingCommon Stock (the “Organizer Warrants”). There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Each Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, Option (i) the name (or employee identification number) was granted in compliance with all applicable laws and country of residence (if outside the U.S.) all of the holder thereofterms and conditions of the plans pursuant to which it was issued, (ii) the number has an exercise price per share of Common Shares issuable thereunder, (iii) the exercise price Stock equal to or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less greater than the fair market value of a share of Common Share Stock on the applicable Company Option Grant Date, date of such grant and (iii) has a grant date identical to the Company has not granted any Company Options that are subject to Section 409A date on which the Board of Directors or compensation committee of the Code. Each grant Board of a Directors actually awarded such Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefromOption. (cii) All The shares of Series A Preferred Stock (upon filing of the Series A Certificate of Designation with the Secretary of State of the State of Texas) will be duly authorized by all necessary corporate action, and when issued and outstanding Common Shares have been, and all sold against receipt of the Common Shares that may be issued consideration therefor as provided in accordance with any this Agreement, such shares of the Company Series A Preferred Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when validly issued, fully paid, paid and non-assessable and free of preemptive rightsrights except for those stated in the Letter Agreement. The shares of Series B Preferred Stock (upon filing of the Series B Certificate of Designation with the Secretary of State of the State of Texas) will be duly authorized by all necessary corporate action, and when issued and sold against receipt of the consideration therefor as provided in this Agreement, the Series A Certificate of Designation and/or the Warrant Agreements, such shares of Series B Preferred Stock will be validly issued, fully paid and non-assessable and free of preemptive rights except for those stated in the Letter Agreement. The shares of Common Stock (and, upon filing of the Non-Voting Common Stock Certificate of Amendment, the Non-Voting Common Stock) issuable upon the conversion of the Series A Preferred Stock and/or the Series B Preferred Stock and/or exercise of the Warrants will have been duly authorized by all necessary corporate action and when so issued upon such conversion or exercise will be validly issued, fully paid and non-assessable, and free of preemptive rights except for those stated in the Letter Agreement. The Company will reserve, free of any preemptive or similar rights of shareholders of the Company except for those stated in the Letter Agreement, a number of unissued shares of Common Stock, Non-Voting Common Stock, and Series B Preferred Stock, sufficient to issue and deliver the Conversion Securities into which the Series A Preferred Stock, Series B Preferred Stock or Non-Voting Common Stock, as applicable, is convertible under the Series A Certificate of Designation, the Series B Certificate of Designation and/or the Non-Voting Common Stock Certificate of Amendment, and/or subject to exercise under the Warrants. (diii) As of the date of this Agreement, no bonds, debentures, notes or other than indebtedness having the right to vote on any matters on which shareholders of the Company may vote (“Voting Debt”) are issued or outstanding. Except as contemplated by the Transaction Documents or related to the Company Stock Plan Awards and rights to purchase Common Shares under Options, the Company ESPPRestricted Stock and the Organizer Warrants, there are no (i) existing the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, preemptive rights, subscriptions commitments or other securities agreements (“Rights”) calling for the purchase or rightsissuance of, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments the payment of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or soldamount based on, any shares of capital stock of, or other securities of, the Company Common Stock or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any equity securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any shares of the Common Stock, Preferred Stock, Voting Debt or other equity securities of the Company. Except as disclosed in the Company’s documents filed with or furnished to the Commission, there are no contractual obligations of the Company or any Company SubsidiarySubsidiary (x) to repurchase, redeem or otherwise acquire any shares of its capital stock or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of the Company or the Company Subsidiaries, or (iiiy) agreements with any Person pursuant to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer or could be required to register shares of the Company’s capital stock or other securities of under the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or Securities Act. (iv) outstanding or authorized equity or equity-based compensation awardsExcept for the Lien on the capital stock of the Bank under that certain Loan Agreement, including any equity appreciation rightsdated March 10, security-based performance units2021, “phantom” stock, profit-participation or other security rights issued by and between the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectlyAmerican National Bank & Trust, all of the issued outstanding shares of capital stock or other securities of each of the Company Subsidiaries, have been duly authorized and outstanding companyare validly issued, partnership, corporate fully paid and non-assessable and directly or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiaryindirectly owned by the Company, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common SharesLien. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of consists of: (i) 250,000,000 100,000,000 shares of Common SharesStock and 19,998,100, 187,113,577 shares of which were of preferred stock (the “Preferred Stock”). All issued and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable paid and free nonassessable. There are no shares of preemptive rights. Preferred Stock issued and outstanding. (ii) The Company has made available to Parent correct and complete copies reserved: (A) 3,357,696 shares of Common Stock for issuance in connection with grants of equity awards under its e2quity compensation plans, (B) 115,006 shares of Common Stock for issuance in connection with the Company’s Employee Stock Purchase Plan, (C) 1,100,787 shares of Common Stock for issuance upon the exercise of outstanding warrants, (D) 1,466,276 shares of Common Stock issuable upon the exercise of the currently effective corporate or other organizational documents for each Company SubsidiaryWarrants, (E) 7,136,743 shares of Common Stock issuable upon the exercise of outstanding options, and such organizational (F) 272,249 shares of Common Stock issuable under outstanding restricted stock units. Except for the Warrants, outstanding options to purchase 7,136,743 shares of Common Stock, outstanding warrants to purchase 1,100,787 shares of Common Stock, outstanding restricted stock units entitling the holders thereof to purchase 272,249 shares of Common Stock, the potential obligation to issue on an annual basis up to an aggregate of 60,000 shares of Common Stock (to be issued directly or governing documents upon exercise of each options to purchase Common Stock) as consideration for services rendered under consulting agreements, the potential issuance of options to purchase Common Stock to the Company’s sales representatives for meeting quarterly sales quotas and equity grants issuable to members of the Company’s board of directors in consideration for serving as directors, (i) no person has the right to cause the Company to issue or sell to it any shares of Common Stock or shares of any other capital stock of the Company Subsidiaries are in full force or other equity interests of the Company, and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has there are no outstanding rights of first refusal, preemptive rights, phantom stock, stock appreciation rights or other rights, warrants, options, conversion privileges, subscriptions, or other rights or agreements, either directly or indirectly, to purchase or otherwise acquire or issue any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any equity securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in fullCompany.

Capitalization; Subsidiaries. (a) As The authorized Capital Stock of the close of business on March 10, 2023 (the “Capitalization Date”), the authorized capital stock of the Company consisted Borrower consists of (i) 250,000,000 15,000,000 shares of Common SharesStock, 187,113,577 par value $0.01, of which were issued and outstanding and none of which were held by Borrower (the Company as treasury shares“Common Stock”), and (ii) 5,000,000 shares of preferred stockClass A Common Stock, par value $0.001 per share0.01, of the Company Borrower (the “Class A Common Stock” and, together with the Common Stock, the “Company Preferred SharesStock”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (Eiii) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close 20,000,000 shares of business on the Capitalization DatePreferred Stock, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicablepar value $1.00, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan AwardsBorrower (“Preferred Stock”). (b) Section 3.2(b) As of the Company Disclosure Letter sets forthAugust 22, as of the close of business on the Capitalization Date2014, each outstanding Company Stock Plan Award and, to the extent applicable, there were (i) the name (or employee identification number) 6,038,982 shares of Common Stock issued and country of residence (if outside the U.S.) of the holder thereofoutstanding, (ii) the number 967,702 shares of Class A Common Shares issuable thereunderStock issued and outstanding, and (iii) the no shares of Preferred Stock issued and outstanding. As of August 22, 2014, there were 1,000,000 shares of Common Stock reserved for issuance upon exercise price of outstanding stock options issued by Borrower to current or strike price (if any) relating theretoformer employees, (iv) the grant date, (v) the amount vested (or exercisable) directors and outstanding consultants of Borrower and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefromSubsidiaries. (c) All issued shares of the issued and outstanding Common Shares Capital Stock of Borrower have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, been duly authorized and validly issued and areare fully paid and nonassessable, free from any Liens created by Borrower with respect to the issuance and delivery thereof and not subject to preemptive rights or will be when issuedother similar rights, fully paid, non-assessable and free were issued in compliance with all applicable laws concerning the issuance of preemptive rightssecurities. (d) As of Other than (i) as disclosed in the date of this AgreementFiled SEC Documents and (ii) the Warrant and (iii) stock options issued and employee stock purchases made under Borrower’s stock option, other than stock incentive and stock purchase plans described in the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPPFiled SEC Documents, there are no outstanding (iA) existing securities convertible into or exchangeable for the Capital Stock of Borrower, (B) options, warrants, puts, calls, preemptive commitments, conversion rights, subscriptions plans or other securities agreements or rightsrights to purchase, stock appreciation rightsacquire, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, subscribe for any shares Capital Stock of capital stock of, or other securities of, the Company or any Company Subsidiary Borrower or securities convertible into or exchangeable for such shares or other securitiesthe Capital Stock of Borrower, or obligating the Company or to dispose of any Company Subsidiary to grant, extend or enter into Capital Stock of Borrower (and all of such options, warrants, puts, calls, commitments, and conversion and other rights were duly authorized), or (C) any other contracts, commitments, agreements, understandings, arrangements or other rights of any kind (including preemptive rights, subscriptions anti-dilution rights, rights of first refusal and registration rights) to which Borrower is a party or by which Borrower is bound, or, to Borrowers’ knowledge, to which any other Person is a party or by which any other Person is bound, relating to the issuance, conversion, registration, voting, sale or transfer of any equity interests or other securities of Borrower or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right obligating Borrower to purchase or otherwise receive redeem any such equity interests or other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectBorrower. (e) Each Company Subsidiary existing on Borrower has no Subsidiaries other than the date of this Agreement is listed on Section 3.2(e) Specified Subsidiaries as of the Company Disclosure LetterClosing Date. The Company owns, beneficially and No Subsidiary of record, directly or indirectly, all of Borrower has assets with a value exceeding $10,000 in the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company aggregate or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly business operations or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Sharesemployees. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 Common Shares, 187,113,577 of which were issued and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company authorized capital stock of the Purchaser consists of 300,000,000 shares of Purchaser Stock Plan Awards and 100,000,000 shares of convertible preferred stock, $0.01 par value (“Parent Preferred Stock”), of which 300,000 shares have been designated as Series D Preferred Stock, which shares of Series D Preferred Stock have been reserved for issuance upon the exercise of preferred stock purchase rights issued pursuant to the Rights Agreement. As of December 17, 2010, (a) 108,344,660 shares of Purchaser Stock were issued and outstanding, (b) options to purchase Common Shares under 2,440,062 shares of Purchaser Stock were outstanding, (c) 2,377,397 Purchaser restricted stock units were outstanding and (b) no shares of Parent Preferred Stock were issued and outstanding. All outstanding shares of Purchaser Stock have been duly authorized and are validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. Each outstanding share of capital stock of each Subsidiary of the Company ESPPPurchaser that is a corporation is duly authorized, validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. As of December 17, 2010, the Purchaser has outstanding $255,791,000 in convertible senior notes. Exhibit 21.1 to Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the SEC, constituted a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC as of the date thereof. Except as set forth above, as of December 17, 2010, there are no (i) existing outstanding rights, options, warrants, calls, preemptive rights, subscriptions or other securities or conversion rights, stock appreciation rights, restricted stock awardsredemption rights, restricted stock unit awards, convertible securitiesrepurchase rights, agreements, arrangements arrangements, calls, commitments or commitments rights of any kind obligating the Company that obligate Purchaser or any Company Subsidiary of its Subsidiaries to issue, transfer, register issue or sell, or cause to be issued, transferred, registered or sold, sell any shares of capital stock of, or other securities of, the Company of Purchaser or any Company Subsidiary of its Subsidiaries or any securities or obligations convertible or exchangeable into or exchangeable for such shares or other securitiesexercisable for, or obligating the Company giving any Person a right to subscribe for or any Company Subsidiary to grantacquire, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company Purchaser or any Company Subsidiaryof its Subsidiaries, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has and no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each obligations evidencing such Subsidiaryrights are authorized, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate issued or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Sharesoutstanding. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of consists of: (i) 250,000,000 Common Shares308,236,575 shares of Preferred Stock, 187,113,577 with a par value of $0.0001, of which were (A) 15,000,000 shares are designated as Series A Preferred Stock, all of which are issued and outstanding, (B) 189,205,047 shares are designated as Series B Preferred Stock, 52,801,406 of which are issued and outstanding, (C) 95,335,876 shares are designated as Series B Prime Preferred Stock, 57,201,526 of which are issued and outstanding, and (D) 8,695,652 shares are designated as Series BB Preferred Stock, none of which are issued and outstanding and none all of which were held by are reserved for issuance upon the Company as treasury shares, exercise of all the Warrants issued pursuant to and under this Agreement. All issued and outstanding shares of Preferred Stock have been duly and validly issued and are fully paid and nonassessable. (ii) 5,000,000 252,716,057 shares of preferred stockCommon Stock, par value $0.001 per share, of which 6,839,171 shares have been duly and validly issued and are fully paid and nonassessable. (iii) The Company has reserved: (A) 189,205,047 shares of its Series B Preferred Stock and 95,335,876 shares of it Series B Prime Preferred Stock for issuance pursuant to the terms of the Preferred Stock Purchase Agreement of the Company dated as of January 27, 2004; (B) 8,695,652 shares of its Series BB Preferred Stock for issuance upon the “Company exercise of the Warrants; (C) 197,900,699 shares of Common Stock upon conversion of its Preferred Shares”Stock; (D) 23,517,858 shares of Common Stock for issuance under the Company’s 2003 Equity Incentive Plan, of which 395,000 shares have been issued upon the exercise of options. Options to purchase 14,760,445 shares of Common Stock have been granted under the Company’s 2003 Equity Incentive Plan. Except for the Warrants (as defined herein), as provided for under that certain Second Amended and Restated Investor Rights Agreement dated as of June 24, 2005 by and among the Company, the investors in the Company’s Series A Preferred Stock, Series B Preferred Stock and Series B Prime Preferred Stock, the holders of the Warrants and certain holders of Common Stock and as otherwise set forth above, there are no shares outstanding rights of which were first refusal, preemptive rights, phantom stock, stock appreciation rights or other rights, warrants, options, conversion privileges, subscriptions, or other rights or agreements, either directly or indirectly, to purchase or otherwise acquire or issue any equity securities of the Company. (b) The Company has no direct Subsidiaries other than the Borrower. Schedule 5.4 includes a complete and correct list of the authorized and issued and outstandingoutstanding capital stock of the Borrower both before and after giving effect to the Merger. There are no other classes All of the outstanding shares of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, Borrower are validly issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) fully paid and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, nonassessable and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued are owned by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)Permitted Liens. There are no outstanding commitments or other obligations of the Borrower to issue, and all companyno options, partnershipwarrants or other rights of any Person to acquire, corporate any shares of any class of capital stock or similar (as applicable) ownership, voting or similar securities or other equity interests of each the Borrower. (c) After giving effect to the Merger, the Borrower has no Subsidiaries other than Orphan Medical Europe Limited, a company formed under the laws of England and Wales (“Orphan Sub”). Schedule 5.4 includes a complete and correct list of the Company Subsidiaries are duly authorized and issued and outstanding share capital of Orphan Sub. All of the outstanding share capital of Orphan Sub has been validly issued and outstanding and fully paid and nonassessable and all such share capital is owned by the Borrower free and clear of all Liens other than Permitted Liens. There are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate no outstanding commitments or other organizational documents for each Company Subsidiaryobligations of Orphan Sub to issue, and such organizational no options, warrants or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities rights of any Person to acquire, any share capital or other than a Company Subsidiary equity interests of Orphan Sub. Orphan Sub does not have and never had any assets, employees or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Sharesongoing business operations. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of 70,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. As of March 31, 2000, (i) 250,000,000 13,632,709 shares of Common SharesStock were issued and outstanding, 187,113,577 (ii) 4,149,378 shares of which Series A Preferred Stock were issued and outstanding and none of which were held by the Company as treasury shares, and (iiiii) 5,000,000 shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”), no shares of which Common Stock or Preferred Stock were issued and outstanding. There are no other classes of capital stock of held in the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities treasury of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) The First Tranche Shares and the First Tranche Warrants shall represent approximately 13.23% of the Company Disclosure Letter sets forth, Fully Diluted Common Stock and 19.90% of the outstanding shares of Common Stock as of the close of business on First Closing Date. The Second Tranche Shares and the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) Second Tranche Warrants shall represent approximately 8.44% of the holder thereof, (ii) Fully Diluted Common Stock and 13.86% of the number outstanding shares of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefromSecond Closing Date. (c) All of the issued Except as set forth above in Section 3.3(a) and outstanding Common Shares have beenas set forth in Schedule 3.3(c) hereto, and all of the Common Shares that may be issued in accordance except with any respect to options granted to employees --------------- of the Company Stock Plan Awards will bein the ordinary course of business, when issued in accordance with there were as of March 31, 2000 no outstanding Equity Securities of the respective terms thereofCompany. Schedule 3.3(c) includes --------------- a true and correct table summarizing all outstanding stock options, duly authorized warrants and validly issued other rights to acquire Equity Securities of the Company or any Subsidiary, including the identity and aretitle of the holder (other than the holders of the Series A Preferred Stock), or will be when issuedthe number of shares covered, fully paidthe vesting schedule therefor, non-assessable the exercise price therefor, and free of preemptive rightsthe termination date therefor. (d) As Each of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any outstanding shares of capital stock ofof each Subsidiary is duly authorized, or other securities ofvalidly issued, the Company or any Company Subsidiary or securities convertible into or exchangeable for fully paid and nonassessable, and all such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued are owned by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (Liens, and there are no outstanding Equity Securities of any Subsidiary other than any transfer restrictions imposed by applicable securities Laws)such shares. Except as set forth on Schedule 3.3(d) hereto, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paiddoes not own, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate directly or --------------- indirectly, any capital stock or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are equity interest in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common SharesSubsidiaries. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted of consists of: (i) 250,000,000 500,000,000 shares of Common SharesStock, 187,113,577 of which were 202,599,561 are issued and outstanding and none of which were held by the Company as treasury shares, and outstanding; (ii) 5,000,000 2,250,000 shares of Convertible Series A Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), of which none are issued and outstanding; (iii) 8,000,000 shares of Convertible Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred”), of which none are issued and outstanding; (iv) 3,284,396 shares of Convertible Series C Preferred Stock, par value $0.0001 per share (“Series C Preferred”), of which 3,284,396 are issued and outstanding; (v) 7,500,000 shares of Convertible Series D Preferred Stock, par value $0.0001 per share (“Series D Preferred”), of which 6,086,968 are issued and outstanding; and (vi) 28,965,604 undesignated shares of preferred stock, par value $0.001 0.0001 per share, of the Company (the “Company Preferred Shares”), no shares of which were none are issued and outstanding. There The Company also has issued and outstanding: (x) warrants (the “Warrants”) for the purchase of 12,357,638 shares of Common Stock at a weighted-average exercise price of $0.55 and (y) outstanding equity-based compensation awards (the “Stock Awards”) for the purchase of 26,148,000 shares of Common Stock at a weighted-average exercise price of $0.50. All issued and outstanding shares of the Company’s capital stock are validly issued, fully paid and nonassessable and free of preemptive rights. Immediately after the closing on the Closing Date, the outstanding shares of Series C Preferred will be converted into no other classes more than 10,263,738 shares of Common Stock and the outstanding shares of Series D Preferred will be converted into no more than 19,021,775 shares of Common Stock. (b) Except as set forth in Section 3.4(a), (i) there are not outstanding, authorized or designated any (A) shares of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other voting securities of the Company, other than any issuances of Common Shares or other (B) securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) convertible into or exchangeable for shares of capital stock or voting securities of the Company Disclosure Letter sets forthor (C) options or other rights to acquire from the Company, as and no obligation of the close of business on the Capitalization DateCompany to issue, each outstanding Company Stock Plan Award andany capital stock, to the extent applicable, (i) the name (voting securities or employee identification number) and country of residence (if outside the U.S.) securities convertible into or exchangeable for capital stock or voting securities of the holder thereofCompany, (ii) there are no outstanding obligations of the number Company to repurchase, redeem or otherwise acquire any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Common Shares issuable thereunder, the Company and (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing other options, warrants, calls, preemptive rights, subscriptions warrants or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating character relating to the Company issued or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of unissued capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person its Subsidiaries to which the Company or any Company Subsidiary of its Subsidiaries is bound a party. (c) Except as set forth in the SEC Reports (as defined in Section 3.7 below) and as otherwise required by anything (A) restricting Law, there are no restrictions upon the voting or transfer of any of the securities shares of capital stock of the Company pursuant to the Articles of Incorporation, Bylaws or other governing documents or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation agreement or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) instruments to which the Company is a party or any by which the Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (ed) Each Company Subsidiary existing on the date Exhibit A sets forth a complete list of this Agreement is listed on Section 3.2(e) all of the Subsidiaries, together with their respective jurisdictions of organization, authorized capital stock (to the extent applicable), outstanding equity interests and record ownership thereof. Except for its Subsidiaries and as otherwise set forth in Exhibit A, the Company Disclosure Letter. The Company ownsdoes not own or hold, beneficially and or of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate equity or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities security of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10September 17, 2023 (the “Capitalization Date”)2010, the authorized capital stock of the Company consisted consists of (i) 250,000,000 Common 125,000,000 Shares, 187,113,577 93,184,172 of which were issued and outstanding and none of which were (excluding shares held by the Company as treasury sharesstock) and 5,443,416 of which were reserved for issuance pursuant to the Equity Plans and 124,162 of which were reserved for issuance upon exercise of the Company Warrants, and (ii) 5,000,000 2,000,000 shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”)Company, no shares none of which were issued and outstanding. There are no other classes of capital stock “Company Warrants” refer to the warrants listed in Section 4.2(a) of the Company Disclosure Schedule. All the outstanding shares of the Company’s capital stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. As of the date hereof, other than (i) pursuant to the Equity Plans and the Company Warrants and (ii) the Company’s 3.75% convertible senior notes due 2027 (the “Convertible Notes”), there are no outstanding options, warrants, calls, stock appreciation rights, phantom stock awards, subscriptions, convertible securities, or any bonds, debentures, notes or other Indebtedness or securities of the Company indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock stockholders of the Company may vote authorized, issued (or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performancethat are convertible into securities having such rights), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements agreements or commitments of any kind to which the Company or any of its Subsidiaries is a party obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register transfer or sell, or cause to be issued, transferred, registered or sold, sell any shares of capital stock of, or other securities of, equity interest in the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securitiesequity interests, and there are no voting trusts or obligating similar agreements to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company. Section 4.2(a) of the Company Disclosure Schedule sets forth a list, as of September 17, 2010, of (A) all Company Options and other outstanding options to purchase Shares issued under Equity Plans or otherwise, the number of Shares subject thereto, the grant dates, exercise or base prices (if applicable), the vested or unvested status thereof and the names of the holders thereof and (B) all Shares or other Share-based awards that were outstanding but were subject to vesting or other forfeiture restrictions, including Restricted Stock Awards under Equity Plans or otherwise, the grant dates, the vested or unvested status thereof, repurchase price (if any) thereof and the names of the holders thereof, which list accurately sets forth the aggregate number of Shares described in the preceding clauses (A) and (B) (except for de minimis errors and omissions) and, with respect to the other information set forth therein, is true and correct in all material respects. Each of the outstanding shares of capital stock, voting securities or other equity interests of each Subsidiary to grant, extend of the Company is owned by the Company or enter into such another Subsidiary of the Company. There are no outstanding options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements agreements or commitments, (ii) outstanding obligations commitments of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person kind to which the Company or any Company Subsidiary of its Subsidiaries is bound by anything (A) restricting the transfer of the securities of a party obligating the Company or any Company of its Subsidiaries to issue, transfer or sell any shares of issued or unissued, as the case may be, capital stock or other equity interest in any Subsidiary or (B) affecting the voting rights of securities of the Company Company, or any Company Subsidiary (including shareholder agreements, voting trusts securities convertible into or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation exchangeable for shares of capital stock or other security rights issued by the Company or equity interest in any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectCompany. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10September 1, 2023 2017 (the “Company Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 1,000,000,000 shares of Company Common SharesStock, 187,113,577 174,981,559 of which were issued and outstanding and none (including outstanding Company Restricted Stock Awards representing 23,029 shares of Company Common Stock), 12,182,876 of which were held by the Company as treasury sharesstock, and (ii) 5,000,000 25,000,000 shares of preferred stockstock of the Company, without par value $0.001 per sharevalue, of the Company which 2,500,000 have been designated as Series A Preferred Stock (the “Company Preferred SharesStock”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Company Capitalization Date, there were (A) 3,490,677 shares of Company Common Stock subject to outstanding Company Stock Options to purchase 5,682,590 Common Shareswith a weighted average exercise price of $71.59, (B) 3,025,659 outstanding Company RSUsRestricted Stock Awards representing 23,029 shares of Company Common Stock, (C) 1,019,201 outstanding Company PSUs (assuming RSU Awards representing 881,116 shares of Company Common Stock, which amount may be increased to a maximum performance)of 1,398,167 shares of Company Common Stock based on the satisfaction of performance conditions set forth in the applicable award agreements, (D) rights to purchase a maximum outstanding Company DSU Awards representing 30,340 shares of 543,628 Company Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and Stock, (E) 4,349,617 2,407,778 shares of Company Common Shares Stock reserved for future issuance under the Company ESPP and (F) 7,213,062 shares of Company Common Stock reserved for future issuance under the Company Equity Plans. Since From the close of business on the Company Capitalization DateDate through the date of this Agreement, there has have been no issuance or grant issuances of (I) any Company Common SharesStock, Company Preferred Shares Stock or any other equity or voting securities of or interests in the Company, Company other than any issuances of shares of Company Common Shares or other securities in accordance with Stock pursuant to the exercise, vesting or settlement, as applicable, of any the Company Stock Plan Equity Awards outstanding as of the close of business on the Company Capitalization Date in accordance with the terms of such Company Equity Awards or under the Company Stock ESPP, the Company Non-US Share Purchase Plans or the Company 401(k) Plan Awardsin accordance with its terms or (II) any Company Equity Awards or any other equity or equity-based awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding shares of Company Common Shares Stock have been, and all of the shares of Company Common Shares Stock that may be issued in accordance with any of pursuant to the Company Stock Equity Awards, the Company Equity Plans or the Company ESPP, the Company Non-US Share Purchase Plans or the Company 401(k) Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable nonassessable and free of preemptive rights. The Company has made available to Parent prior to the date of this Agreement accurate and complete copies of the Company Equity Plans and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Equity Awards and no award agreement applicable to Company Equity Awards contains material terms that are not consistent with, or are in addition to, the terms of such forms. Each grant of Company Equity Awards was made in accordance with the terms of the Company Equity Plans, the Exchange Act and all other applicable Laws, including the rules and regulations of the NYSE. All of the outstanding Company Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or an appropriate exemption therefrom. No Subsidiary of the Company owns any capital stock of the Company. (dc) As of the date of this Agreement, other than as set forth in Section 3.2(a), or, with respect to any foreign Subsidiary of the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPPCompany, directors’ qualifying shares or similar arrangements required by applicable Law, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other equity or voting securities of, or other equity interests of the Company or any Company Subsidiary of its Subsidiaries or securities convertible into or exchangeable for such shares or other securitiesequity or voting securities or other equity interests, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rightspreemptive, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of (i) 250,000,000 50,000,000 Common Shares, 187,113,577 of which were issued Shares and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 2,000,000 shares of preferred stock, par value $0.001 .01 per share, share ("Preferred Stock"). As of the Company (the “Company Preferred Shares”)close of business on December 12, no shares of which 1997, 18,155,000 Common Shares were issued and outstanding, all of which are entitled to vote, and no Common Shares were held in the Company's treasury. The Company has no shares of Preferred Stock issued or outstanding. The Company intends to authorize the issuance, prior to the Effective Time, of up to 130,000 shares of Series A Redeemable Preferred Stock of the Company, as contemplated by Section 5.10 of this Agreement. As of December 12, 1997,(i) there were 865,950 Common Shares reserved for issuance pursuant to outstanding Options and rights granted under the Stock Plans, and (ii) options to acquire an aggregate of 2,134,050 Common Shares have been issued pursuant to Company Stock Options. All the outstanding shares of the Company's capital stock are duly authorized, validly issued, fully paid and non-assessable. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company indebtedness having the right to vote voting rights (or convertible into or exercisable for securities having such rights) ("Voting Debt") of the right to voteCompany or any of its Subsidiaries issued and outstanding. (b) Except as set forth above, as set forth on any matters on which holders Section 3.2 of the Company Disclosure Schedule, and for the transactions contemplated by this Agreement, (i) there are no shares of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive pre-emptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register transfer or sell, sell or cause to be issued, transferred, registered transferred or sold, sold any shares of capital stock or Voting Debt of, or other securities ofequity interest in, the Company or any Company Subsidiary of its Subsidiaries or securities convertible into or exchangeable for such shares or other securities, equity interests or obligating obligations of the Company or any Company Subsidiary of its Subsidiaries to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.such

Capitalization; Subsidiaries. (a) As On the date of the close of business on March 10, 2023 (the “Capitalization Date”)Initial Closing, the authorized capital stock of the Company consisted of consists of: (i) 250,000,000 Common Shares20,000,000 shares of Preferred Stock, 187,113,577 with a par value of which were issued and outstanding and $0.0001, none of which were held by the Company as treasury shares, and is issued or outstanding. (ii) 5,000,000 150,000,000 shares of preferred stock, par value $0.001 per shareCommon Stock, of the Company (the “Company Preferred Shares”), no which 24,620,829 shares of which were have been duly and validly issued and outstandingare fully paid and nonassessable. There are no other classes of capital stock [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24B-2 of the Securities Exchange Act of 1934, as amended. (iii) The Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were has reserved: (A) outstanding Company Options to purchase 5,682,590 562,192 shares of its Common Shares, Stock for issuance upon the exercise of the Warrants issued at the Initial Closing; (B) 3,025,659 outstanding Company RSUs, 785,728 shares of its Common Stock for issuance upon the exercise of the Warrants (as defined in the Orphan Note Purchase Agreement); (C) 1,019,201 outstanding Company PSUs (assuming maximum performance)5,513,324 shares of Common Stock for issuance under the Company’s 2003 Equity Incentive Plan and 2007 Equity Incentive Plan, of which 49,127 shares have been issued upon the exercise of options; (D) rights to purchase a maximum 630,325 shares of 543,628 Common Shares pursuant to Stock for issuance under the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) Company’s 2007 Employee Stock Purchase Plan; and (E) 4,349,617 197,835 shares of Common Shares reserved Stock for future issuance under the Company Company’s 2007 Non-Employee Directors’ Stock PlansOption Plan. Since Options to purchase 3,405,633 shares of Common Stock have been granted under the close Company’s 2003 Equity Incentive Plan, 2007 Equity Incentive Plan, and 2007 Non-Employee Directors’ Stock Option Plan, and 115,898 shares of business on Restricted Units have been granted under such plans. Except as provided for under the Capitalization DateRegistration Rights Agreement and that certain Third Amended and Restated Investor Rights Agreement dated as of June 6, 2007 by and among the Company, the investors party thereto, there has been are no issuance outstanding rights of first refusal, preemptive rights, phantom stock, stock appreciation rights or grant of other rights, warrants, options, conversion privileges, subscriptions, or other rights or agreements, either directly or indirectly, to purchase or otherwise acquire or issue any Common Shares, Company Preferred Shares or any other equity securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) On the date of the Company Disclosure Letter sets forthInitial Closing, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of no direct Subsidiaries other than the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws Borrower and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable LawsOrphan. The Company has is the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as sole member of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued Borrower and outstanding Common Shares have beenOrphan, and all of the Common Shares that may be issued in accordance with any outstanding membership interests of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As each of the date of this Agreement, other than the Company Stock Plan Awards Borrower and rights to purchase Common Shares under the Company ESPP, there Orphan are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued owned by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)Permitted Liens. There are no outstanding commitments or other obligations of the Borrower or Orphan to issue, and all companyno options, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate warrants or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities rights of any Person other than a Company Subsidiary or (ii) has to acquire, any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities equity interests of the Company that have been declared Borrower or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in fullOrphan.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted consists of 10,000,000 shares of Company Common Stock and 640,000,000 shares of Company Preferred Stock. As of the date hereof, (i) 250,000,000 5,588,360 shares of Company Common Shares, 187,113,577 Stock and 20,967,000 shares of which Company Preferred Stock were issued and outstanding and none outstanding, all of which shares were held validly issued, fully paid and nonassessable, were issued free of preemptive (or similar) rights and were owned beneficially and of record in the amounts and by the persons set forth in Section 2.3(a)(i) of the Disclosure Schedule delivered by the Company as treasury shares, to Parent and Purchaser prior to the execution of this Agreement (the "COMPANY DISCLOSURE SCHEDULE") and (ii) 5,000,000 no shares of preferred stockCompany Common Stock and no shares of Company Preferred Stock were held in the treasury of the Company. Since March 3, par value $0.001 per share1996, no options to purchase shares of Company Common Stock or Company Preferred Stock have been granted and, except as set forth in Section 2.3(a)(ii) of the Company (the “Company Preferred Shares”)Disclosure Schedule, no shares of which were issued Company Common Stock or Company Preferred Stock have been issued. Except as set forth above, there are outstanding (I) no shares of capital stock or other voting securities of the Company, (II) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (III) no options or other rights to acquire from the Company, and outstandingno obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company and (IV) no equity equivalents, interests in the ownership or earnings of the Company or other similar rights (collectively, "COMPANY SECURITIES"). Except for the provisions of Section 5.10 and for repurchases pursuant to Article X of the Company's By-Laws at the Effective Time, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions warrants or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating character relating to the issued or unissued capital stock of the Company or any Company Subsidiary of its subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, which the Company or any Company Subsidiary or securities convertible into or exchangeable of its subsidiaries is a party. Except for such shares or other securitiesthe provisions of Section 5.10, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) there are no outstanding contractual obligations of the Company or any Company Subsidiary of its subsidiaries to repurchase, redeem or otherwise acquire any securities of Company Securities or the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments capital stock of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns such subsidiary or any Common Sharesother entity. (fb) All dividends Each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for 380 shares of common stock and 7,215 shares of preferred stock of Santee Dairy, Inc. ("SANTEE"), each of which constitute 49% of all outstanding shares of Santee common stock or distributions on any securities preferred stock, respectively, and are owned by Stater Bros. Markets Inc. ("STATER BROS."), all such shares are owned by the Company or another wholly owned subsidiary of the Company that have been declared and are owned free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or authorized have been paid in full. All dividends or distributions on any securities other encumbrances of any nature whatsoever, except where the failure to own such shares free and clear could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 2.3(b) of the Company Subsidiary that have been declared Disclosure Schedule sets forth a complete and correct list of all of the subsidiaries of the Company and all other entities in which the Company (other than through fiduciary investments on behalf of employee retirement accounts) owns, directly or authorized have been paid indirectly, any equity interest, the amount of capital stock or other equity interests owned by the Company, directly or indirectly, in fullsuch subsidiaries or other entities and the percentage of the outstanding capital stock or other equity interests represented by such ownership. The Company has heretofore furnished to Parent a complete and correct copy of the Articles of Incorporation and the By-Laws, or equivalent organizational documents, of each subsidiary, and copies of all joint venture agreements, stockholder agreements and other agreements with respect to the Company's subsidiaries, in each case as currently in effect. Such Articles of Incorporation and By-Laws, or equivalent organizational documents, and joint venture, stockholder and other agreements are in full force and effect and no other organizational documents or governing agreements are applicable to or binding upon each such subsidiary or the Company's direct or indirect interest therein. No subsidiary of the Company is in violation of any of the provisions of its Articles of Incorporation or By-Laws or equivalent organizational documents.

Capitalization; Subsidiaries. (a) As of the close of business on March 10February 11, 2023 2019 (the “Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 60,000,000 shares of Company Common SharesStock, 187,113,577 29,263,989 of which were issued and outstanding (including 1,067,125 shares of Company Common Stock subject to Company Restricted Stock Awards) and none 86,000 of which were held by the Company as treasury sharesstock, and (ii) 5,000,000 1,000,000 shares of preferred stockCompany Preferred Stock, par value $0.001 per shareincluding 95,500 shares of Series A Convertible Preferred Stock and 54,500 shares of Series A Exchangeable Preferred Stock, of the Company (the “Company which 95,500 shares of Series A Convertible Preferred Shares”Stock and 54,500 shares of Series A Exchangeable Preferred Stock were outstanding. Except as set forth in this Section 3.2(a), no shares of which were issued and outstanding. There there are no other classes of capital stock of the Company and there are no bonds, debentures, notes or other Indebtedness or securities Securities of the Company having the right to vote (or convertible into or exercisable for securities Securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 2,368,875 shares of Company Common Shares, Stock; (Bii) 3,025,659 outstanding 1,067,125 shares of Company RSUs, Common Stock subject to Company Restricted Stock Awards; (Ciii) 1,019,201 outstanding 36,074 shares of Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares Stock reserved for future issuance under the Company ESPP; (iv) 2,113,488 shares of Company Common Stock reserved for future issuance under the Company Equity Plans; and (v) outstanding Warrants (all of which are exercisable) to purchase 472,782 shares of Company Common Stock. Since From the close of business on the Capitalization DateDate through the date of this Agreement, there has have been (i) no issuance or grant issuances of any Company Common SharesStock, Company Preferred Shares Stock or any other securities Securities of the Company, Company other than any issuances of shares of Company Common Shares or other securities in accordance with Stock (A) pursuant to the exercise, vesting or settlement, as applicable, of any Company Stock Plan Equity Awards or Warrants outstanding as of the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards or Warrants or (B) under the Company ESPP in accordance with its terms and (ii) no grants of any Company Equity Awards or any other equity or equity-based awards. As of the date of this Agreement, (x) the aggregate Liquidation Preference in respect of all of the outstanding shares of Series A Convertible Preferred Stock Plan Awardsis $16,271,294 and (y) the aggregate Liquidation Preference of respect of all of the outstanding shares of Series A Exchangeable Preferred Stock is $9,343,258. (b) Immediately prior to the Effective Time, there shall be no shares of Company Preferred Stock issued and outstanding, and such shares of Company Preferred Stock shall have been converted into Company Common Stock pursuant to the terms of the Certificate of Incorporation. (c) All of the issued and outstanding shares of Company Common Stock have been, and all of the shares of Company Common Stock that may be issued pursuant to any of the Company Equity Awards, the Company Equity Plans, the Warrants or the Company ESPP will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent or its counsel accurate and complete copies of each of the Warrants, the Company ESPP, the Company Equity Plans and the forms of stock option and restricted stock award agreements evidencing the Company Equity Awards, and in respect of the foregoing forms, other than differences with respect to the number of shares of Company Common Stock covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option or restricted stock award agreement contains material terms that are not consistent with, or in addition to, such forms. Section 3.2(b3.2(c) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Warrant or Company Stock Plan Equity Award and, and to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of shares of Company Common Shares Stock issued or issuable thereunder, (iii) the expiration date, (iv) the exercise price or strike price (if any) relating thereto, (ivv) the grant date, (vvi) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding outstanding, and (vivii) the Company Stock Equity Plan in accordance with pursuant to which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof or other authorized designee) and any required stockholder approval by the necessary number of votes or written consents. No The Company does not have any liability in respect of any Company Option has been that was granted with a per share exercise price that was less than the fair market value of a share of Company Common Share Stock on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to the provisions of Section 409A of the Code. Each grant of a Company Stock Plan Equity Award or right to purchase Common Shares under and the Company ESPP Warrants was made in accordance withall material respects, to the extent as applicable, in accordance with (Ai) the terms of the applicable Company Stock Equity Plan, (Bii) all applicable securities Laws and any applicable listing and governance rules and regulations of NasdaqLaws, including the Nasdaq Listing Rules, (Ciii) the Code and (Div) all other applicable Laws. The Company has the requisite power and authority, in accordance with authority under the terms of the applicable Company Stock Equity Plan, the applicable award agreements and any other applicable contract, Contract to take the actions contemplated by Section 2.4, 2.3 and Section 2.4 and the treatment of Company Stock Plan Equity Awards as and Warrants described in Section 2.3 and Section 2.4 shall, as of the Effective Time will Time, be binding on the holders of Company Stock Plan AwardsEquity Awards and Warrants purported to be covered thereby. All of the outstanding Shares have Company Common Stock has been issued sold pursuant to an effective registration statement filed in accordance with under the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any . No Subsidiary of the Company Stock Plan Awards will be, when issued in accordance with owns any Securities of the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rightsCompany. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights Preferred Stock, the Company Equity Awards, the Warrants or pursuant to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities Securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securitiesSecurities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register transfer or sell, or cause to be issued, transferred, registered transferred or sold, any shares of capital stock of, or other securities Securities of, the Company or any Company Subsidiary of its Subsidiaries or securities Securities convertible into or exchangeable for such shares or other securitiesSecurities, or obligating the Company or any Company Subsidiary of its Subsidiaries to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities Securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securitiesSecurities, agreements, arrangements or commitments, ; (ii) outstanding obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any securities Securities of the Company or any Company Subsidiaryof its Subsidiaries, or any securities Securities representing the right to purchase or otherwise receive any other securities Securities of the Company or any Company Subsidiary, of its Subsidiaries; (iii) agreements with any Person to which the Company or any Company Subsidiary of its Subsidiaries is bound by anything party (A) restricting the transfer of the securities Securities of the Company or any Company Subsidiary of its Subsidiaries or (B) affecting the voting rights of securities Securities of the Company or any Company Subsidiary of its Subsidiaries (including shareholder stockholder agreements, voting trusts or similar agreements) ); or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, securitySecurity-based performance units, “phantom” stock, profit-participation or other security Security rights issued by the Company or any Company Subsidiaryof its Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary of its Subsidiaries is boundparty, in each case, in accordance with case pursuant to which any Person is entitled to receive any payment from the Company or any Company Subsidiary of its Subsidiaries based in whole or in part on the value of any securities Securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectof its Subsidiaries. (e) Each Subsidiary of the Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10December 1, 2023 2017 (the “Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 200,000,000 shares of Company Common SharesStock, 187,113,577 25,478,820 of which were issued and outstanding and none of which were held by the Company as treasury sharesstock, and (ii) 5,000,000 10,000,000 shares of preferred stockstock of the Company, par value $0.001 per share, of the Company share (the “Company Preferred SharesStock”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities Securities of the Company having the right to vote (or convertible into or exercisable for securities Securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (Ai) outstanding Company Options to purchase 5,682,590 4,238,474 shares of Company Common Shares, Stock; (Bii) 3,025,659 outstanding Company RSUs, RSU Awards representing 283,079 shares of Company Common Stock; (Ciii) 1,019,201 outstanding Company PSUs Oxford Warrants (assuming maximum performance), (Dall of which are exercisable) rights to purchase a maximum 37,798 shares of 543,628 Company Common Shares pursuant to the Stock; (iv) 166,523 shares of Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares Stock reserved for future issuance under the Company ESPP; and (v) 367,700 shares of Company Common Stock reserved for future issuance under the Company Equity Plans. Since From the close of business on the Capitalization DateDate through the date of this Agreement, there has have been no issuance or grant issuances of (i) any Company Common SharesStock, Company Preferred Shares Stock or any other securities Securities of the Company, Company other than any issuances of shares of Company Common Shares or other securities Stock (A) pursuant to (1) the exercise of any Oxford Warrants outstanding as of the date of this Agreement in accordance with the terms of such Oxford Warrants or (2) the exercise, vesting or settlement, as applicable, of any Company Stock Plan Equity Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of such Company Equity Awards or (B) under the Company Stock Plan AwardsESPP in accordance with its terms and (ii) any Company Equity Awards or any other equity or equity-based awards. (b) All of the issued and outstanding shares of Company Common Stock have been, and all of the shares of Company Common Stock that may be issued pursuant to any of the Company Equity Awards, the Company Equity Plans, the Oxford Warrants or the Company ESPP will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, nonassessable and free of preemptive rights. The Company has made available to Parent or its counsel accurate and complete copies of each of the Oxford Warrants, the Company ESPP, the Company Equity Plans and the forms of stock option and restricted stock unit agreements evidencing the Company Equity Awards, and in respect of the foregoing forms, other than differences with respect to the number of shares of Company Common Stock covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option or restricted stock unit agreement contains material terms that are not consistent with, or in addition to, such forms. Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Equity Award and, and to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of shares of Company Common Shares Stock issuable thereunder, (iii) the expiration date, (iv) the exercise price or strike price (if any) relating thereto, (ivv) the grant date, (vvi) the amount vested (or exercisable) and outstanding and the amount unvested and outstanding, (or not exercisable) and outstanding and (vivii) the Company Stock Equity Plan in accordance with pursuant to which the award was mademade and (viii) whether such award is subject to Section 409A of the Code. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof or other authorized designee) and any required stockholder approval by the necessary number of votes or written consents. No The Company does not have any liability in respect of any Company Option has been that was granted with a per share exercise price that was less than the fair market value of a share of Company Common Share Stock on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to the provisions of Section 409A of the Code. Each grant of a Company Stock Plan Equity Award or right to purchase Common Shares under and the Company ESPP Oxford Warrants was made in all material respects in accordance with, to with (i) the extent applicable, (A) terms of the applicable Company Stock Equity Plan, (Bii) all applicable securities Laws and any applicable listing and governance rules and regulations of NasdaqLaws, including the NASDAQ Listing Rules, (Ciii) the Code and (Div) all other applicable Laws. The Company has the requisite power and authority, in accordance with authority under the terms of the applicable Company Stock Equity Plan, the applicable award agreements and any other applicable contract, Contract to take the actions contemplated by Section 2.4, 2.3 and Section 2.4 and the treatment of Company Stock Plan Equity Awards as and the Oxford Warrants described in Section 2.4 2.3 and Section 2.4, respectively, shall, as of the Effective Time will Time, be binding on the holders of Company Stock Plan AwardsEquity Awards and the Oxford Warrants purported to be covered thereby. All of the outstanding Shares have Company Common Stock has been issued sold pursuant to an effective registration statement filed in accordance with under the federal securities Laws or an appropriate exemption therefrom. No Subsidiary of the Company owns any Securities of the Company. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights Equity Awards, the Oxford Warrants or pursuant to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities Securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securitiesSecurities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities Securities of, the Company or any Company Subsidiary of its Subsidiaries or securities Securities convertible into or exchangeable for such shares or other securitiesSecurities, or obligating the Company or any Company Subsidiary of its Subsidiaries to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities Securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securitiesSecurities, agreements, arrangements or commitments, ; (ii) outstanding obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any securities Securities of the Company or any Company Subsidiaryof its Subsidiaries, or any securities Securities representing the right to purchase or otherwise receive any other securities Securities of the Company or any Company Subsidiary, of its Subsidiaries; (iii) agreements with any Person to which the Company or any Company Subsidiary of its Subsidiaries is bound by anything party (A) restricting the transfer of the securities Securities of the Company or any Company Subsidiary of its Subsidiaries or (B) affecting the voting rights of securities Securities of the Company or any Company Subsidiary of its Subsidiaries (including shareholder stockholder agreements, voting trusts or similar agreements) ); or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, securitySecurity-based performance units, “phantom” stock, profit-participation or other security Security rights issued by the Company or any Company Subsidiaryof its Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary of its Subsidiaries is boundparty, in each case, in accordance with case pursuant to which any Person is entitled to receive any payment from the Company or any Company Subsidiary of its Subsidiaries based in whole or in part on the value of any securities Securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectof its Subsidiaries. (ed) Each Subsidiary of the Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws3.2(d), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The total number of shares of stock which the close Company has authority to issue is three hundred seventy five thousand (375,000) shares of business on March 10capital stock, 2023 classified as (i) three hundred thousand (300,000) shares of common stock at a par value of one cent ($0.01) per share (the “Capitalization DateCommon Stock”), the authorized capital stock of the Company consisted of (i) 250,000,000 Common Shares, 187,113,577 of which were issued and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 seventy five thousand (75,000) shares of preferred stockstock at a par value of one cent ($0.01) per share (the “Preferred Stock”). Seventy five thousand (75,000) shares of Preferred Stock, par value $0.001 0.01 per share, are designated as the Company’s Series B Convertible Preferred Stock (“Series B Preferred Stock”). As of the Company (the “Company Preferred Shares”)date hereof, no there are issued and outstanding 145,495 shares of which were issued Common Stock and outstanding64,500 shares of Series B Preferred Stock. There No shares of Common Stock or Series B Preferred Stock are no other classes held as treasury shares. All the outstanding shares of capital stock of the Company have been duly and no bondsvalidly issued and are fully paid and non-assessable, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, and were issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting registration or settlement, as applicable, of any Company Stock Plan Awards outstanding as qualification requirements of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan AwardsSecurities Act, and any relevant state securities Laws or pursuant to valid exemptions therefrom. (b) Section 3.2(b) Schedule 3.04 accurately sets forth the name and place of incorporation or formation of each Subsidiary of the Company. As of the date hereof, each Subsidiary of the Company Disclosure Letter sets forthis directly or indirectly wholly owned by the Company. Each Group Company’s issued and outstanding shares of capital stock, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award andnominal share capital or other equity securities have been, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, paid and non-assessable and free assessable. Except as set forth in Schedule 3.04, there are no agreements requiring any Group Company to issue, transfer, sell or otherwise dispose of preemptive rights. The Company has made available to Parent correct and complete copies any shares of the currently effective corporate capital stock or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any Group Company, including any options, warrants, subscriptions, rights, calls or other Company Subsidiary)similar commitments or agreements relating thereto. Except as set forth in Schedule 3.04, neither the Company nor any Company Subsidiary (i) owns directly no shares of capital stock or indirectly any other securities of any Person Group Company, are subject to any proxies, voting agreements, voting trusts or other than a Company Subsidiary similar arrangements which affect the rights of holder(s) to vote such securities, nor are any stockholder agreements, buy-sell agreements, restricted stock purchase agreements, preferred stock purchase agreements, warrant purchase agreements, stock issuance agreements, stock option agreements, rights of first refusal or (ii) has other similar agreements existing as of the date hereof with respect to such securities which in any obligation or has made any commitment to acquire any securities manner would affect the title of any Person holder(s) to such securities or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities rights of any Company Subsidiary that have been declared or authorized have been paid in fullholder(s) to sell the same free and clear of all Liens.

Capitalization; Subsidiaries. (a) As of the close of business on March 10September 1, 2023 2017 (the “Company Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 1,000,000,000 shares of Company Common SharesStock, 187,113,577 174,981,559 of which were issued and outstanding and none (including outstanding Company Restricted Stock Awards representing 23,029 shares of Company Common Stock), 12,182,876 of which were held by the Company as treasury sharesstock, and (ii) 5,000,000 25,000,000 shares of preferred stockstock of the Company, without par value $0.001 per sharevalue, of the Company which 2,500,000 have been designated as Series A Preferred Stock (the “Company Preferred SharesStock”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Company Capitalization Date, there were (A) 3,490,677 shares of Company Common Stock subject to outstanding Company Stock Options to purchase 5,682,590 Common Shareswith a weighted average exercise price of $71.59, (B) 3,025,659 outstanding Company RSUsRestricted Stock Awards representing 23,029 shares of Company Common Stock, (C) 1,019,201 outstanding Company PSUs (assuming RSU Awards representing 881,116 shares of Company Common Stock, which amount may be increased to a maximum performance)of 1,398,167 shares of Company Common Stock based on the satisfaction of performance conditions set forth in the applicable award agreements, (D) rights to purchase a maximum outstanding Company DSU Awards representing 30,340 shares of 543,628 Company Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and Stock, (E) 4,349,617 2,407,778 shares of Company Common Shares Stock reserved for future issuance under the Company ESPP and (F) 7,213,062 shares of Company Common Stock reserved for future issuance under the Company Equity Plans. Since From the close of business on the Company Capitalization DateDate through the date of this Agreement, there has have been no issuance or grant issuances of (I) any Company Common SharesStock, Company Preferred Shares Stock or any other equity or voting securities of or interests in the Company, Company other than any issuances of shares of Company Common Shares or other securities in accordance with Stock pursuant to the exercise, vesting or settlement, as applicable, of any the Company Stock Plan Equity Awards outstanding as of the close of business on the Company Capitalization Date in accordance with the terms of such Company Equity Awards or under the Company Stock ESPP, the Company Non-US Share Purchase Plans or the Company 401(k) Plan Awardsin accordance with its terms or (II) any Company Equity Awards or any other equity or equity-based awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding shares of Company Common Shares Stock have been, and all of the shares of Company Common Shares Stock that may be issued in accordance with any of pursuant to the Company Stock Equity Awards, the Company Equity Plans or the Company ESPP, the Company Non-US Share Purchase Plans or the Company 401(k) Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable nonassessable and free of preemptive rights. The Company has made available to Parent prior to the date of this Agreement accurate and complete copies of the Company Equity Plans and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Equity Awards and no award agreement applicable to Company Equity Awards contains material terms that are not consistent with, or are in addition to, the terms of such forms. Each grant of Company Equity Awards was made in accordance with the terms of the Company Equity Plans, the Exchange Act and all other applicable Laws, including the rules and regulations of the NYSE. All of the outstanding Company Common Stock has been sold pursuant to an effective registration statement filed under the federal securities Laws or an appropriate exemption therefrom. No Subsidiary of the Company owns any capital stock of the Company. (dc) As of the date of this Agreement, other than as set forth in Section 3.2(a), or, with respect to any foreign Subsidiary of the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPPCompany, directors’ qualifying shares or similar arrangements required by applicable Law, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary of its Subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other equity or voting securities of, or other equity interests of the Company or any Company Subsidiary of its Subsidiaries or securities convertible into or exchangeable for such shares or other securitiesequity or voting securities or other equity interests, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rightspreemptive, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, , (ii) outstanding obligations of the Company or any Company Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other equity or voting securities or other equity interests of the Company or any Company Subsidiaryof its Subsidiaries, or any securities representing the right to purchase or otherwise receive any capital stock or other equity or voting securities or other equity interests of the Company or any Company Subsidiaryof its Subsidiaries, (iii) stockholder agreements, voting trusts or similar agreements with any Person to which the Company or any Company Subsidiary of its Subsidiaries is bound by anything party, including any such agreements or trusts (A) restricting the transfer of the securities capital stock or other equity interests of the Company or any Company Subsidiary of its Subsidiaries or (B) affecting the voting rights of capital stock or other equity or voting securities or other equity interests of the Company or any Company Subsidiary (including shareholder agreementsof its Subsidiaries, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiaryof its Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary of its Subsidiaries is boundparty, in each case, in accordance with case pursuant to which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any capital stock or other equity or voting securities or other equity interests of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectof its Subsidiaries. (ed) Each Company Subsidiary existing on Except as has not been, and would not reasonably be expected to be, individually or in the date of this Agreement is listed on Section 3.2(e) of aggregate, material to the Company Disclosure Letter. The and its Subsidiaries, taken as a whole, the Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiaryof its Subsidiaries, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)Liens, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable nonassessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of Except for the currently effective corporate direct or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each indirect Subsidiaries of the Company Subsidiaries are in full force and effect. Other than investments in marketable securities and cash equivalents (and ownership by equivalents, or as would not be material to the Company or any Company Subsidiary and its Subsidiaries, taken as a whole, none of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary of its Subsidiaries (i) owns directly or indirectly any shares of capital stock or other equity or voting securities of or other equity interests, or any securities or obligations convertible into or exchangeable or exercisable for such shares, securities or interests, in any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any shares of capital stock or other equity or voting securities of or other equity interests in any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”)date hereof, the authorized capital stock of the Company consisted consists of 300,000,000 shares of Company Common Stock and 30,000,000 shares of Company Preferred Stock. As of the date hereof, the Company has authorized (i) 250,000,000 Common Shares, 187,113,577 of which were issued and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 23,625 shares of preferred stockSeries A Convertible Preferred Stock, par value $0.001 per share, of the Company share (the “Company Series A Preferred SharesStock”), (ii) 23,625 shares of Series B Junior Participating Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) and (iii) 36,900 shares of Series C Preferred Stock. As of April 15, 2013, (i) 122,104,193 shares of Company Common Stock were issued and outstanding, (ii) no shares of Series A Preferred Stock or Series B Preferred Stock were issued and outstanding, (iii) 36,375 shares of Series C Preferred Stock were issued and outstanding and (iv) no shares of Company Common Stock were held in treasury. As of the date hereof, there were (i) 37,532,585 shares of Company Common Stock reserved for issuance under Company Plans (including, as of April 17, 2013, there were 2,147,183 shares of Company Common Stock issuable upon exercise of outstanding Company Options and 4,628,418 shares underlying Company Stock-Based Awards) and, except as set forth in this clause (i), no other outstanding awards under any Company Plan denominated in or otherwise tied to the value of a share of Company Common Stock, (ii) 26,944,444 shares of Company Common Stock reserved for issuance under the outstanding shares of Series C Preferred Stock and (iii) 8,700,000 shares of Company Common Stock reserved for issuance under the Company Warrants. Except as set forth above, as of April 15, 2013, no shares of which capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued and issued, reserved for issuance or outstanding. There are no other classes All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the Company Plans, the conversion of the Series C Preferred Stock and exercise of the Company Warrants will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. Section 4.2(a) of the Company Disclosure Schedule sets forth, as of the date hereof, with respect to each Company Option, Company Restricted Share and Company Stock Based Award outstanding under any Company Plan, the number of Shares underlying such award, expiration date and exercise or conversion price, if applicable, relating thereto. (b) Except as set forth in Section 4.2(a) and except as expressly permitted under Section 6.1, there are no outstanding subscriptions, options, warrants, calls, convertible securities or other similar rights, agreements, commitments or contracts of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or contract. Except as set forth in Section 4.2(a), there are no outstanding contractual obligations of the Company or any of its Subsidiaries affecting the voting rights of or requiring the repurchase, redemption, issuance, creation or disposition of any equity interests in the Company. Except as set forth in Section 4.2(b) of the Company Disclosure Schedule, since the close of business on April 15, 2013, the Company has not issued any shares of its capital stock, or securities convertible into or exchangeable for such capital stock or any other equity interests in the Company as of such date, except for issuances pursuant to the exercise, conversion or settlement of Company Options, Company Restricted Shares and Company Stock-Based Awards, the Series C Preferred Stock and the Company Warrants. There are no outstanding bonds, debentures, notes or other Indebtedness or securities indebtedness of the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters matter on which holders of capital stock the stockholders of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefromvote. (c) All of the issued and Each outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares share of capital stock of, or other securities ofequity interests in, each Subsidiary of the Company (i) is (to the extent such concept is applicable) duly authorized, validly issued, fully paid, nonassessable and not subject to preemptive rights, and (ii) is owned, directly or indirectly, by the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securitiesone of its Subsidiaries, free and clear of all Liens and Transfer Restrictions, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (iiPerson listed in Section 4.2(c)(i) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities Disclosure Schedule as owning such share. Section 4.2(c)(ii) of the Company or any Company SubsidiaryDisclosure Schedule contains a true, or any securities representing correct and complete list of all the right to purchase or otherwise receive any other securities Subsidiaries of the Company (including their names and jurisdictions of organization), the percentage ownership interest of the Company in each of its Subsidiaries, and the percentage ownership interest of any other Person or Persons in each Subsidiary of the Company, in each case as of the date hereof. (d) Section 4.2(d) of the Company Disclosure Schedule sets forth the name, jurisdiction of organization and the Company’s (or the Subsidiary of the Company’s) percentage ownership of any Company Subsidiary, (iii) agreements with any Person to and all Persons in which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company owns, or has the right or obligation to acquire, any Company equity interests (other than any Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary Company) (including shareholder agreementscollectively, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, the “phantom” stock, profit-participation or other security rights issued Investments”). All of the Investments are owned by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company by a Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than Permitted Liens) and Transfer Restrictions. As of the date of this Agreement, except for the capital stock or other equity interests of the Subsidiaries of the Company and the Investments, the Company does not, directly or indirectly, own any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate capital stock or similar (as applicable) ownership, other voting or similar equity securities or interests of each in any Person that is material to the business of the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of its Subsidiaries has entered into any commitment, arrangement or agreement, or are duly authorized and validly issued and are fully paidotherwise obligated, nonto contribute capital, loan money or otherwise provide funds or make additional investments in any other Person, other than any such commitment, arrangement or agreement in the ordinary course of business consistent with past practice with respect to wholly-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies owned Subsidiaries of the currently effective corporate Company. There are no shareholder agreements, voting trusts, proxies or other organizational documents for each Company Subsidiary, and such organizational agreements or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by understandings to which the Company or any Company Subsidiary of securities its Subsidiaries is a party or by which it is bound relating to the voting or registration of any other Company Subsidiary)shares of capital stock of the Company, neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common SharesInvestment. (f) All dividends or distributions on any securities Company Options and other equity-based awards under the Company Plans (i) have been granted in compliance with the material terms of the applicable Company that have been declared Plans, with applicable Laws, and with the applicable provisions of the Company’s certificate of incorporation and bylaws as in effect at the time of the applicable grant, and (ii) are in all material respects accurately disclosed as required by applicable Law in the Company SEC Documents and the financial statements set forth therein. Any actions of the Company, the Company Board of Directors or authorized have been paid its designee referred to in full. All dividends or distributions on any securities of any Section 3.3 are valid and binding in accordance with the Company Subsidiary that have been declared or authorized have been paid in fullPlans.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted as of immediately prior to the Closing consists of (i) 250,000,000 Common Shares50,000,000 shares of Series A Cumulative Redeemable Preferred Stock, 187,113,577 par value $0.01 per share (the “Series A Preferred Stock”), of which were 1,610,000 shares are issued and outstanding and none of which were held by the Company as treasury sharesoutstanding, and (ii) 5,000,000 450,000,000 shares of preferred stockCommon Stock, par value $0.001 per shareof which (A) 22,143,758 shares are issued and outstanding, (B) 27,437,250 shares are issued and outstanding on a fully-diluted, as converted and as exercised basis, assuming exercise of all Warrants, (C) no shares are reserved for issuance upon conversion of the Series A Preferred Stock, and (D) no shares are reserved for issuance pursuant to the Company's Manager Equity Plan. (b) The authorized capital stock of the Company as of immediately following the Closing after giving effect to the transactions contemplated by this Agreement (including the “Company Preferred Shares”), no Warrant Termination Agreement) consists of (i) 50,000,000 shares of Series A Preferred Stock, of which were 1,610,000 shares are issued and outstanding, and (ii) 450,000,000 shares of Common Stock, of which (A) 23,683,164 shares are issued and outstanding, (B) no shares are reserved for issuance upon conversion of the Series A Preferred Stock, and (C) no shares are reserved for issuance pursuant to the Company's Manager Equity Plan. There Except as set forth in the immediately preceding sentence, as of immediately following the Closing, there are no other classes securities convertible into, or exchangeable or exercisable for, equity securities of the Company. (c) As of immediately following the Closing after giving effect to the transactions contemplated by this Agreement (including the Warrant Termination Agreement), (i) all of the issued and outstanding shares of capital stock of the Company will have been duly authorized, validly issued, fully paid and no bondsnon-assessable, debentures(ii) all of the issued and outstanding shares of capital stock of, notes or other Indebtedness or equity interests in, the Company will have been issued in compliance with all applicable federal and state securities Laws, (iii) none of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders issued and outstanding shares of capital stock of the Company may vote authorizedwill have been issued in violation of any agreement, issued arrangement or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options commitment to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to which the Company ESPP (determined based on the fair market value or any of its Affiliates is a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance party or grant is subject to or in violation of any Common Shares, Company Preferred Shares preemptive or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, similar rights of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forthPerson, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) there are no outstanding warrants to purchase any shares of capital stock, or other equity interests in, the grant dateCompany. The Shares are not, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or upon issuance will not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Datebe, and the Company has not granted any Company Options that are subject to Section 409A any preemptive rights. The issuance of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under does not contravene the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefromNYSE. (cd) Exhibit 21.1 to the Form 10-K sets forth a complete and accurate list of the name and jurisdiction of each Subsidiary of the Company. All of the issued and outstanding Common Shares shares of capital stock of, or other equity interests in, each such Subsidiary (i) have beenbeen duly authorized, validly issued, and issued in compliance with all applicable federal and state securities Laws, (ii) none of the Common Shares that may be issued and outstanding shares of capital stock of any such Subsidiary have been issued in accordance with violation of any agreement, arrangement or commitment to which the Company, any Subsidiary of the Company Stock Plan Awards or any of their respective Affiliates is a party or is subject to or in violation of any preemptive or similar rights of any Person, and (iii) are directly owned of record by the Company or a Subsidiary of the Company, free and clear of all Encumbrances, except as set forth in the Form 10-K. (e) Neither the Company nor any Subsidiary of the Company will be, when issued in accordance with at the respective terms thereof, duly authorized and validly issued and areClosing directly or indirectly own, or will be when issuedhave a direct or indirect ownership interest in, fully paid, non-assessable and free any Person (other than a Subsidiary of preemptive rightsthe Company). (df) As of Except as set forth in the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPPForm 10-K, there are no (i) existing outstanding or authorized options, warrants, calls, preemptive rights, subscriptions convertible or exchangeable securities or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating character relating to the equity securities or capital stock of the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, its Subsidiaries or obligating the Company or any such Subsidiaries or any of their respective Affiliates to issue or sell any membership interest, shares of capital stock or any other interest in, the Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations any of its Subsidiaries. None of the Company or any of its Subsidiaries has outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. Other than the organizational documents of the Company and its Subsidiaries (including the Charter), there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the equity capital of the Company or any of its Subsidiaries. (g) Neither the Company nor any Subsidiary thereof has any authorized or outstanding bonds, debentures, notes or other indebtedness (i) the holders of which have the right to vote or (ii) convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote, with, in each case, the equity holders of the Company or any of its Subsidiaries on any matter. Except as set forth in the Form 10-K or as provided in any of the organizational documents of the Company or any of its Subsidiaries, there are no agreements or understandings to which the Company, any of its Subsidiaries or any of their respective Affiliates is a party or by which it is bound to (x) repurchase, redeem or otherwise acquire any securities shares of capital stock or other equity interests of, or voting interest in, the Company or any Subsidiary of the Company or (y) vote or dispose of any Company Subsidiaryshares of capital stock or other equity interests of, or any securities representing the right to purchase or otherwise receive any other securities of voting interest in, the Company or any Company SubsidiarySubsidiary of the Company, (iii) including any irrevocable proxies or voting agreements with respect to any Person to which shares of capital stock or other equity interests of, or voting interest in, the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effectits Subsidiaries. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted Buyer consists of (i) 250,000,000 Common Shares, 187,113,577 of which were issued and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 500,000,000 shares of preferred stock, par value $0.001 per share, of the Company (the “Company Preferred Shares”), no Buyer Common Stock and 25,000,000 shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstandingBuyer Preferred Stock. As of the close of business on the Capitalization DateJuly 20, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares2018, (Bi) 3,025,659 152,990,398 shares of Buyer Common Stock were issued and outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performanceexcluding treasury shares), (Dii) rights to purchase a maximum no shares of 543,628 Buyer Common Shares Stock were held by Buyer in its treasury, (iii) no shares of Buyer Preferred Stock were issued and outstanding (excluding treasury shares), (iv) no shares of Buyer Preferred Stock were held by Buyer in its treasury, and (v) 24,039,952 shares of Buyer Common Stock were reserved for issuance pursuant to the Company ESPP (determined based on the fair market value any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities Buyer in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding effect as of the close date hereof (of business on which 1,117,785 shares were subject to outstanding options to purchase shares of Buyer Common Stock, 7,597,662 shares were subject to outstanding restricted stock unit awards in respect of shares of Buyer Common Stock, and 1,225,451 shares were subject to outstanding performance stock units granted in respect of shares of Buyer Common Stock). All outstanding shares of capital stock of Buyer have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, right of first offer, preemptive right, subscription right or any similar right under any Law to which Buyer is subject, the Capitalization Date in accordance with the terms certificate of the Company Stock Plan Awards. incorporation or bylaws (b) Section 3.2(bor similar organizational documents) of the Company Disclosure Letter sets forthBuyer or any contract, agreement or arrangement to which Buyer is a party or is otherwise bound. No shares of capital stock of Buyer are owned by any Subsidiary of Buyer. Except as set forth above in this Section 4.04, as of the close of business on the Capitalization DateJuly 20, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement2018, other than the Company Buyer’s 2007 Employee Stock Plan Awards and rights to purchase Common Shares under the Company ESPPPurchase Plan, there are (A) no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities Buyer convertible into or exchangeable for such shares of capital stock, other equity interests or other securitiesvoting securities of Buyer, (B) no outstanding or obligating the Company or any Company Subsidiary to grant, extend or enter into such authorized options, warrants, callspurchase rights, subscription rights, rights of first refusal, preemptive rights, subscriptions conversion rights, exchange rights or other securities contracts or rightscommitments that could require Buyer to issue, sell or otherwise cause to become outstanding any of its capital stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitmentsequity interests, (iiC) no outstanding obligations of the Company or any Company Subsidiary authorized stock appreciation, phantom stock, profit participation or similar rights with respect to Buyer, and (D) no repurchase, redeem redemption or otherwise other obligation to acquire for value any securities shares of the Company any class of capital stock or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities equity interests of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder Buyer. There are no stockholder agreements, voting trusts or similar agreements) other agreements or (iv) outstanding understandings to which Buyer is a party with respect to the holding, voting, registration, redemption, repurchase or authorized equity disposition of, or equity-based compensation awardsthat restricts the transfer of, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation capital stock or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or equity interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common SharesBuyer. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of the Company consisted Axle consists of (i) 250,000,000 20,000,000 shares of Axle Common Shares, 187,113,577 of which were issued Stock and outstanding and none of which were held by the Company as treasury shares, and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of the Company (the “Company Axle Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstandingStock. As of the close of business on the Capitalization DateFebruary 18, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares2005, (Ba) 3,025,659 outstanding Company RSUs11,850,796 shares of Axle Common Stock were issued and outstanding, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance)all of which are validly issued, (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) fully paid and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. nonassessable; (b) Section 3.2(bno shares of Axle Preferred Stock were issued or outstanding; (c) 906,514 shares of Axle Common Stock were held in the Company Disclosure Letter sets forth, as treasury of Axle; (d) 484,846 shares of Axle Common Stock were reserved for issuance upon the close exercise of business on outstanding options to purchase Axle Common Stock under the Capitalization Date, each 2003 Plan; (e) 1,216,410 shares of Axle Common Stock were reserved for issuance upon the exercise of outstanding Company options to purchase Axle Common Stock Plan Award and, under the 1991 Plan; (f) 7,000 shares of Axle Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Axle Common Stock under the extent applicable, Supplemental Plan; (g) 133,007 shares of Axle Common Stock were available for future grant under the 2003 Plan; (h) no shares of Axle Common Stock were available for future grant under the 1991 Plan; (i) 39,390 shares of Axle Common Stock were available for future grant under the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding Supplemental Plan; and (vij) the Company 83,524 shares of Axle Common Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to were available for future purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan AwardsESPP. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All shares of the issued and outstanding Axle Common Shares have beenStock are, and all of the shares of Axle Common Shares that may be issued in accordance with any Stock issuable pursuant to the exercise of the Company Stock Plan Awards outstanding Axle Options and ESPP Purchase Rights will be, when issued in accordance with the respective terms thereof, duly authorized issued and validly issued granted in compliance with all applicable securities laws and other applicable Laws, and are, or will be when be, duly authorized, validly issued, fully paid, non-assessable paid and nonassessable and free and clear of preemptive rights. any and all Liens. Except as set expressly forth in this Section 4.6(a), there are no other shares of common stock or equity interests or other ownership interests of any class of Axle or any Axle Subsidiary, or any security exchangeable into or exercisable for such equity securities or other ownership interests, issued, reserved for issuance or outstanding. Since February 18, 2005, no shares of Axle Common Stock have been issued or agreed to have been issued by any Acquired Company, except (dA) upon the exercise of Axle Options issued and outstanding as of the close of business on February 18, 2005 or (B) if the Effective Time occurs on or after July 1, 2005, as a result of the exercise of ESPP Purchase Rights outstanding on the Announcement Date in a manner consistent with past operation of the ESPP. The weighted average exercise price of all Axle Options set forth on Schedule 4.6 of the Disclosure Schedule is $13.5235. As of the date hereof, $75,878.94 has been contributed to the ESPP since the last bi-annual date that shares of Axle Common Stock were issued pursuant to the ESPP (the "Last ESPP Issuance Date") and following the Last ESPP Issuance Date no funds remained in the ESPP with respect to contributions prior to the Last ESPP Issuance Date. Assuming that the fair market value of Axle Common Stock at the end of the ESPP purchase period in which this Agreement, other Agreement has been executed is greater than the Company fair market value of Axle Common Stock Plan Awards and rights to at the beginning of such purchase period, no more than 4,076 shares of Axle Common Shares Stock will be issuable under the Company ESPPESPP in respect of funds contributed to the ESPP if the Effective Time were to occur on or after July 1, there are 2005, and the aggregate ESPP Redemption Amount (with respect to all ESPP Purchase Rights), pursuant to Section 3.5(b), shall not exceed $39,275. Except as set forth on Schedule 4.6 of the Disclosure Schedule, Axle has no (i) existing options, warrants, calls, preemptive rights, subscriptions subsidiaries and owns no equity securities or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments ownership interest of any kind obligating the Company or any Company Subsidiary to issueother corporation, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, partnership or other securities of, the Company entity. Axle is not a participant in any joint venture or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (iisimilar arrangement. Schedule 4.6(a)(ii) outstanding obligations of the Company or any Company Subsidiary Disclosure Schedule is a true and complete schedule of Axle's outstanding indebtedness (including letters of credit, capitalized leases and maximum amounts payable pursuant to repurchase, redeem or otherwise acquire any securities earnout obligations) as of the Company or any Company Subsidiaryclose of business on February 18, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect2005. (eb) Each Company Subsidiary existing Exhibit 21.1 to Axle's Annual Report on Form 10-K for the date fiscal year ended December 28, 2003 sets forth a list of this Agreement is listed on Section 3.2(e) all of the Company Disclosure LetterAxle Subsidiaries and their respective jurisdictions of incorporation. The Company owns, beneficially and of record, directly or indirectly, all All of the issued and outstanding companyshares of capital stock or other equity interests of each Axle Subsidiary are validly issued, partnershipfully paid and non-assessable, corporate are owned by Axle or similar (as applicable) ownership, voting one or similar securities or interests in each such Subsidiarymore Axle Subsidiaries, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common SharesLiens. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As of the close of business on March 10, 2023 (the “Capitalization Date”), the The authorized capital stock of ---------------------------- the Company consisted consists of 30,000,000 Common Shares and 1,270,000 shares of preferred stock. The Company's preferred stock consists of (i) 250,000,000 Common Shares, 187,113,577 20,000 preferred shares having a par value of which were issued and outstanding and none of which were held by $50.00 per share (the Company as treasury shares, "$50.00 par value Preferred Stock") and (ii) 5,000,000 1,250,000 shares of preferred stock, Series B Preferred Stock (with the $50.00 par value $0.001 per sharePreferred Stock, of the Company (the “Company "Preferred Shares”Stock"), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization DateFebruary 14, 2000, 6,889,322 Common Shares were issued and outstanding, all of which are entitled to vote on this Agreement, and 1,001,562 Common Shares were held in treasury. The Company has (i) no shares of $50.00 par value Preferred Stock and (ii) 1,236,337 shares of Series B Preferred Stock issued and outstanding. As of February 14, 2000, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 1,725,817.9375 Common Shares reserved for future issuance pursuant to outstanding Options and rights granted under the Stock Plans, 50,000 Common Shares reserved for issuance pursuant to a warrant held by Patricof & Co. and 9,231 Common Shares reserved for issuance under warrants held by Decision Processes International Inc. (collectively, the "Warrants.") Section 4.2 of the Disclosure Schedule delivered to Parent by the Company Stock Plansprior to the date hereof (the "Company Disclosure Schedule") sets forth the holders of all outstanding Options and the Warrants and the number, exercise prices and expiration dates of each grant to such holders. Since the close of business on the Capitalization DateJanuary 1, there has been no issuance or grant of any Common Shares1999, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted issued any Company shares of capital stock except pursuant to the exercise of Options that are subject to Section 409A outstanding as of such date. All the Code. Each grant of a Company Stock Plan Award or right to purchase outstanding Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4are, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will all Common Shares which may be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All exercise of the issued outstanding Options and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards Warrants will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued and are, or will be when issued, fully paidpaid and nonassessable and are not subject to, non-assessable and free of nor were they issued in violation of, any preemptive rights. . There are no bonds, debentures, notes or other indebtedness having general voting rights (dor convertible into securities having such rights) As ("Voting Debt") of the date Company or any of its subsidiaries issued and outstanding. Except as set forth in this AgreementSection 4.2, other than and except for the Company Stock Plan Awards Rights and rights to purchase Common Shares under the Company ESPPSeries B Preferred Stock, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating character to which the Company or any of its subsidiaries is a party or by which any of them is bound, obli- gating the Company Subsidiary or any of its subsidiaries to issue, transfer, register transfer or sell, sell or cause to be issued, transferred, registered transferred or sold, sold any shares of capital stock or Voting Debt of, or other securities ofequity interest in, the Company or any Company Subsidiary of its subsidiaries or securities convertible into or exchangeable for such shares or other securities, equity interests or obligating the Company or any Company Subsidiary of its subsidiaries to grant, extend or enter into any such optionsoption, warrantswarrant, callscall, preemptive rights, subscriptions subscription or other securities right, agreement, arrangement or rightscommitment. Except as contemplated by this Agreement or the Rights Agreement and except for the Company's obligations in respect of the Options under the Stock Plans and the Warrants, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) there are no outstanding contractual obligations of the Company or any Company Subsidiary of its subsidiaries to repurchase, redeem or otherwise acquire any securities Common Shares or the capital stock of the Company or any of its subsidiaries. Each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and, except as set forth in Section 4.2 of the Company SubsidiaryDisclosure Schedule, such shares of the Company's subsidiaries are owned by the Company or any securities representing the right to purchase or otherwise receive any other securities by another subsidiary of the Company or by a Director as qualifying shares (all of which are owned beneficially by the Company) in each case free and clear of any Company Subsidiarylien, claim, option, charge, security interest, limitation, encumbrance and restriction of any kind (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities foregoing being a "Lien"). Set forth in Section 4.2 of the Company Disclosure Schedule is a complete and correct list of each subsidiary (direct or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(eindirect) of the Company Disclosure Letter. The and each entity in which the Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other less than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares50% equity interest. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The Company's authorized capital stock consists solely of 105,000,000 authorized shares of Voting Common Stock, 15,040,209 of which are issued and outstanding; 10,000,000 authorized shares of Non-Voting Common Stock, none of which are issued and outstanding; 11,926 shares of Series A Preferred Stock, 11,714 of which are issued and outstanding (which are convertible into 10,039,424 shares of Common Stock); 12,298 shares of Series B Preferred Stock, 9,507 of which are issued and outstanding (which are convertible into 10,873,842 shares of Common Stock); 9,000 shares of Series B1 Preferred Stock, 2,761 of which are issued and outstanding (which are convertible into 3,157,955 shares of Common Stock); 10,105 shares of Series C Preferred Stock, 10,000 of which are issued and outstanding (which are convertible into 11,437,722 shares of Common Stock); 6,105 shares of Series D Preferred Stock, 5,353 of which are issued and outstanding (which are convertible into 8,256,980 shares of Common Stock); 15,000 shares of Series E Preferred Stock, of which 13,400 are issued and outstanding (which are convertible into 26,493,973 shares of Common Stock), in each case, which shares are held beneficially and of record by the Persons set forth on Schedule 3.5(a) in the amounts set forth opposite such Person's name. No shares of the close Company's capital stock are held as treasury shares. Up to 9,112,157 shares of business on March 10, 2023 (Voting Common Stock are reserved for issuance upon exercise of all outstanding Common Stock Options under the “Capitalization Date”Common Stock Option Plan and the Common Stock Warrants. Up to 105 shares of Series C Preferred Stock are reserved for issuance upon exercise of all outstanding Series C Preferred Warrants. Up to 38 shares of Series D Preferred Stock are reserved for issuance upon exercise of all outstanding Series D Preferred Warrants. Except as set forth in this Section 3.5(a) or in Schedule 3.5(a), the authorized capital stock of the Company consisted of does not have (i) 250,000,000 any shares of Common SharesStock or Preferred Stock reserved for issuance, 187,113,577 of which were issued and outstanding and none of which were held by the Company as treasury shares, and or (ii) 5,000,000 shares of preferred stockany outstanding or authorized option, par value $0.001 per sharewarrant or other right, of the Company (the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of relating to its capital stock of the Company and no bonds, debentures, notes or other Indebtedness any outstanding securities or securities of the Company having the right to vote (or obligations convertible into or exercisable for securities having the exchangeable for, or giving any Person any right to vote) on subscribe for or acquire from it, any matters on which holders shares of its capital stock of the Company may vote authorized, issued or outstandingstock. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performanceExcept as set forth in this Section 3.5(a), (DSchedule 3.5(a) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms of the Company Stock Plan Awards. (b) Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary of the Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or (ii) voting trusts, proxies or other agreements among the Company's stockholders with respect to the voting or transfer of the Company's capital stock. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, validly issued, are fully paid and are nonassessable. Except as set forth on Schedule 3.5(a), there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. (b) All Subsidiaries of the Company are listed on Schedule 3.5(b). Except as set forth on Schedule 3.5(a) and Schedule 3.5(b), all of the outstanding capital stock of, or other ownership interests in, each Subsidiary of the Company is owned beneficially and of record by the Company, directly or indirectly, is validly issued, fully paid and nonassessable (except in the case of HealthScribe India Private Limited since this concept does not apply to an Indian company) and free and clear of any preemptive rights (other than such rights as may be held by the Company), restrictions on transfer (other than those which exist as a matter of law), Taxes or Liens. Except as set forth on Schedule 3.5(a), there are no (i) authorized or outstanding securities of the Company or any Company Subsidiaryof the Subsidiaries convertible into or exchangeable for, or options or warrants or the right to subscribe for, or providing for the issuance or sale of, any capital stock or other ownership interest in, or any securities representing the right to purchase or otherwise receive any other securities of, any Subsidiary, (ii) voting trusts, proxies or other agreements among the Subsidiaries' stockholders with respect to the voting or transfer of the Subsidiaries' capital stock, or (iii) outstanding obligations of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation capital stock or other security rights issued by the Company or ownership interests in any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (ec) Each Company Subsidiary existing on Except for the date of this Agreement is Subsidiaries listed on Section 3.2(e) of Schedule 3.5(b), the Company Disclosure Letterdoes not control or have any equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association or entity. The Company owns, beneficially and of record, directly or indirectly, all All of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each of the Company Subsidiaries are in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any equity securities of the Company that have been declared or authorized have been paid offered, issued and sold by the Company in full. All dividends or distributions on any compliance with all applicable federal and state securities of any Company Subsidiary that have been declared or authorized have been paid in fulllaws.

Capitalization; Subsidiaries. (a) As of the close of business on March December 10, 2023 2021 (the “Capitalization Date”), the authorized capital stock of the Company consisted of (i) 250,000,000 Common 147,000,000 Shares, 187,113,577 61,386,558 of which were issued and outstanding and none of which were held by the Company as treasury shares, stock and (ii) 5,000,000 7,500,000 shares of preferred stockstock of the Company, par value $0.001 0.0001 per share, of the Company share (the “Company Preferred SharesStock”), no shares of which were issued and outstanding. There are no other classes of capital stock of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 5,682,590 Common 8,183,210 Shares, (B) 3,025,659 690,983 outstanding Company RSUs, (C) 1,019,201 367,542 outstanding Company PSUs PRSUs (assuming maximum performanceincluding any Threshold PRSUs, Target PRSUs and Maximum PRSUs (under the applicable award agreement)), (D) rights to purchase a maximum of 543,628 Common 47,798 Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common 2,834,830 Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization DateDate and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares Stock or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the terms Company Stock Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter. (b) All of the issued and outstanding Shares have been, and all of the Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of each Company Stock Plan and the forms of stock option, restricted stock and restricted stock unit agreements evidencing the Company Stock Plan Awards, and with respect to the foregoing forms, other than differences with respect to the number of Shares covered thereby, the grant date, the exercise price, regular vesting schedule and expiration date applicable thereto, no such stock option, restricted stock or restricted stock unit agreement contains terms that are not consistent with, or in addition to, such forms. (bc) Section 3.2(b3.2(c) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the applicable vesting or exercisability schedule, (vi) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vivii) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board of Directors (or a duly constituted and authorized committee thereof or other authorized designee) and any required stockholder approval by the necessary number of votes or written consents. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, 2.4 and the treatment of Company Stock Plan Awards as and described in Section 2.4 2.4, as of the Effective Time Time, will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All . No Company Subsidiary owns any securities of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rightsCompany. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPPAwards, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder stockholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement,” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws)Liens, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each . Except as set forth in Section 3.2(e) of the Company Subsidiaries are in full force and effect. Other Disclosure Letter, other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities of the Company that have been declared or authorized have been paid in full. All dividends or distributions on any securities of any Company Subsidiary that have been declared or authorized have been paid in full.

Capitalization; Subsidiaries. (a) As The total number of the close shares of business on March 10stock which such Company has authority to issue is (A) with respect to Sigma, 2023 (the “Capitalization Date”)15,000,000 shares of capital stock, the authorized capital stock all of the Company consisted which are classified as Sigma Common Stock, of which (i) 250,000,000 Common Shares12,000,000 shares are designated Class A common stock, 187,113,577 of which were which, as of the date hereof, 8,748,694 are issued and outstanding and none (including 1,456,407 shares of which were held by the Company as treasury sharesSigma Restricted Stock), and (ii) 5,000,000 3,000,000 shares are designated Class B common stock of preferred stockwhich, par value $0.001 per share, as of the Company (the “Company Preferred Shares”)date hereof, no shares of which were 3,000,000 are issued and outstanding. There are no other classes ; and (B) with respect to Gamma, 15,000,000 shares of capital stock, all of which are classified as Gamma Common Stock, of which (i) 12,000,000 shares are designated Class A common stock, of which, as of the date hereof, 8,456,407 are issued and outstanding (including 1,456,407 shares of Gamma Restricted Stock), and (ii) 3,000,000 shares are designated Class B common stock of the Company and no bondswhich, debentures, notes or other Indebtedness or securities as of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of capital stock of the Company may vote authorizeddate hereof, 3,000,000 are issued or and outstanding. As of the close date hereof, no shares of business on Company Common Stock are held as treasury shares of such Company. All the Capitalization Dateoutstanding shares of capital stock of such Company have been duly and validly issued and are fully paid and non-assessable, there and were (A) outstanding Company Options to purchase 5,682,590 Common Shares, (B) 3,025,659 outstanding Company RSUs, (C) 1,019,201 outstanding Company PSUs (assuming maximum performance), (D) rights to purchase a maximum of 543,628 Common Shares pursuant to the Company ESPP (determined based on the fair market value of a Common Share on the first day of the current offering period) and (E) 4,349,617 Common Shares reserved for future issuance under the Company Stock Plans. Since the close of business on the Capitalization Date, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any issuances of Common Shares or other securities issued in accordance with the exercise, vesting registration or settlement, as applicable, of any Company Stock Plan Awards outstanding as qualification requirements of the close of business on the Capitalization Date Securities Act (defined in accordance with the terms of the Company Stock Plan AwardsSection 13.01), and any relevant state securities Laws or pursuant to valid exemptions therefrom. (b) Section 3.2(b) of the Such Company Disclosure Letter sets forth, has no Subsidiaries as of the close date hereof. Such Company’s issued and outstanding shares of business on the Capitalization Datecapital stock, each outstanding Company Stock Plan Award andnominal share capital or other equity securities have been, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the U.S.) of the holder thereof, (ii) the number of Common Shares issuable thereunder, (iii) the exercise price or strike price (if any) relating thereto, (iv) the grant date, (v) the amount vested (or exercisable) and outstanding and the amount unvested (or not exercisable) and outstanding and (vi) the Company Stock Plan in accordance with which the award was made. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Company Option Grant Date”) by all necessary corporate action. No Company Option has been granted with a per share exercise price less than the fair market value of a Common Share on the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to Section 409A of the Code. Each grant of a Company Stock Plan Award or right to purchase Common Shares under the Company ESPP was made in accordance with, to the extent applicable, (A) the applicable Company Stock Plan, (B) all applicable securities Laws and any applicable listing and governance rules and regulations of Nasdaq, (C) the Code and (D) all other applicable Laws. The Company has the requisite power and authority, in accordance with the applicable Company Stock Plan, the applicable award agreements and any other applicable contract, to take the actions contemplated by Section 2.4, and the treatment of Company Stock Plan Awards as described in Section 2.4 as of the Effective Time will be binding on the holders of Company Stock Plan Awards. All of the outstanding Shares have been issued pursuant to an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. (c) All of the issued and outstanding Common Shares have been, and all of the Common Shares that may be issued in accordance with any of the Company Stock Plan Awards will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will be when issued, fully paid, non-assessable and free of preemptive rights. (d) As of the date of this Agreement, other than the Company Stock Plan Awards and rights to purchase Common Shares under the Company ESPP, there are no (i) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any Company Subsidiary to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, or other securities of, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or other securities, or obligating the Company or any Company Subsidiary to grant, extend or enter into such options, warrants, calls, preemptive rights, subscriptions or other securities or rights, stock appreciation rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments, (ii) outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any securities of the Company or any Company Subsidiary, or any securities representing the right to purchase or otherwise receive any other securities of the Company or any Company Subsidiary, (iii) agreements with any Person to which the Company or any Company Subsidiary is bound by anything (A) restricting the transfer of the securities of the Company or any Company Subsidiary or (B) affecting the voting rights of securities of the Company or any Company Subsidiary (including shareholder agreements, voting trusts or similar agreements) or (iv) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, security-based performance units, “phantom” stock, profit-participation or other security rights issued by the Company or any Company Subsidiary, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company or any Company Subsidiary is bound, in each case, in accordance with which any Person is entitled to receive any payment from the Company or any Company Subsidiary based in whole or in part on the value of any securities of the Company or any Company Subsidiary. The Company has no “rights plan,” “rights agreement” or “poison pill” in effect. (e) Each Company Subsidiary existing on the date of this Agreement is listed on Section 3.2(e) of the Company Disclosure Letter. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests in each such Subsidiary, free and clear of all Liens (other than any transfer restrictions imposed by applicable securities Laws), and all company, partnership, corporate or similar (as applicable) ownership, voting or similar securities or interests of each of the Company Subsidiaries are duly authorized and validly issued and are fully paid, paid and non-assessable and free of preemptive rightsassessable. The Company has made available to Parent correct and complete copies of the currently effective corporate or other organizational documents for each Company Subsidiary, and such organizational or governing documents of each Except as set forth in Schedule 3.04 of the Company Subsidiaries are Disclosure Letter, as of the date hereof, such Company has not granted any outstanding options, share appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for Company Common Stock. Except as set forth in full force and effect. Other than investments in cash equivalents (and ownership by the Company or any Company Subsidiary of securities of any other Company Subsidiary), neither the Company nor any Company Subsidiary (i) owns directly or indirectly any securities of any Person other than a Company Subsidiary or (ii) has any obligation or has made any commitment to acquire any securities of any Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. No Company Subsidiary owns any Common Shares. (f) All dividends or distributions on any securities Schedule 3.04 of the Company that have been declared Disclosure Letter, there are no agreements requiring such Company to issue, purchase, redeem or authorized have been paid in full. All dividends otherwise acquire, or distributions on transfer, sell or otherwise dispose of any shares of capital stock or other securities of such Company, including any options, subscriptions, rights, warrants, calls or other similar commitments or agreements relating thereto, or any share appreciation rights or securities convertible into or exchangeable or exercisable for Company Subsidiary that have been declared Common Stock, or authorized have been paid any commitments or agreements the value of which is determined by reference to the Company Common Stock. Except as set forth in fullSchedule 3.04 of the Company Disclosure Letter, to the Knowledge (defined in Section 13.01) of such Company, no shares of capital stock or other securities of such Company are subject to any proxies, voting agreements, voting trusts or other similar arrangements which affect the rights of holder(s) to vote such securities, nor are any stockholder agreements, buy-sell agreements, restricted stock purchase agreements, preferred stock purchase agreements, warrant purchase agreements, stock issuance agreements, stock option agreements, rights of first refusal or other similar agreements, in each case, to which such Company is a party, existing as of the date hereof with respect to such securities which in any manner would affect the title of any holder(s) to such securities or the rights of any holder(s) to sell the same free and clear of all Liens (defined in Section 13.01).