Common use of Capitalization; Subsidiaries Clause in Contracts

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 37,000,000 shares, 36,000,000 shares of which are designated as Common Stock, 1,000,000 shares of which are designated as Series A Preferred Stock, par value $0.01 per share (the “Preferred Stock”, together with the Common Stock are collectively referred to herein as the “Capital Stock”). As of the date of this Agreement, 9,630,077 shares of Common Stock were issued and outstanding, and no shares of Preferred Stock were issued and outstanding, and as of the Closing Date, no more than 11,237,028 shares of Common Stock plus any shares of Common Stock issuable pursuant to the Merit Options and no shares of Preferred Stock shall be issued and outstanding. Other than the foregoing, there are no other shares of 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 in compliance with all applicable securities Laws. As of the date hereof, 1,606,951 shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Option Plans, and no shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted outside of the Option Plans and no shares of Common Stock are reserved for issuance upon the exercise of any warrants or similar rights. Section 2.2 of the Company Disclosure Schedule sets forth a correct, true and complete list of each Person who, as of the close of business on the date of this Agreement, held an Option under any of the Option Plans or otherwise, indicating with respect to each Option then outstanding, the number of Shares subject to such Option, the grant date and exercise price of such Option, and the vesting schedule and expiration of such Option. The only security issuable upon exercise of outstanding Options is Common Stock. There are not as of the date hereof, and at the Effective Time there will not be, any subscriptions, outstanding or authorized options, warrants, convertible securities, calls, rights (including preemptive rights), commitments or any other agreements of any character to which the Company or any of its Subsidiaries is a party, or by 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 right to subscribe for, any shares of its capital stock, or requiring it to give any Person the 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. There are no shareholders’ agreements, voting trusts or other agreements or understandings to which the Company or 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 of any capital stock of the Company or any of its Subsidiaries. (b) Section 2.2(b) of the Company Disclosure Schedule sets forth a true and complete list of the names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each of the Company’s Subsidiaries. (c) All outstanding shares of capital stock or other equity interests of the Company’s Subsidiaries are owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company free and clear of all Liens, other than Permitted Liens. Other than the Subsidiaries, there are no other corporations, joint ventures, associations or other entities in which the Company or any of its Subsidiaries owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same. Other than the 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 or any of its Subsidiaries a participant in any joint venture or similar arrangement.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 37,000,000 shares, 36,000,000 300,000,000 Shares and 10,000,000 shares of which are designated as Common Stock, 1,000,000 shares of which are designated as Series A Preferred Stockpreferred stock, par value $0.01 per share (the “Company Preferred Stock”, together with the Common Stock are collectively referred to herein as the “Capital Stock”). As of March 16, 2011, there were (i) 82,155,471 Shares issued and outstanding, (ii) 342,961 Shares held in the treasury of the Company, (iii) 4,358,247 Shares issuable upon exercise of outstanding Company Options, (iv) 1,343,777 Shares issuable pursuant to Company Stock-Based Awards and (v) no shares of Company Preferred Stock issued and outstanding. Section 4.2(a) of the Company Disclosure Schedule sets forth the following information with respect to each Company Option and Company Stock-Based Award outstanding as of the date of this Agreement, 9,630,077 shares : (A) the name of Common Stock were issued and outstanding, and no shares of Preferred Stock were issued and outstanding, and as of the Closing Date, no more than 11,237,028 shares of Common Stock plus any shares of Common Stock issuable pursuant to the Merit Options and no shares of Preferred Stock shall be issued and outstanding. Other than the foregoing, there are no other shares of a class or series of Capital Stock each holder of the Company Option or any Subsidiary thereof authorized Company Stock-Based Award; (B) the particular Company Stock Plan pursuant to which such Company Option or outstandingCompany Stock-Based Award was granted; (C) the number of shares of Company Common Stock subject to or underlying such Company Option or Company Stock-Based Award, and a description of the type of award; (D) the exercise or purchase price of such Company Option or Company Stock-Based Award (as applicable); (E) the date on which such Company Option or Company Stock-Based Award was granted; (F) the applicable vesting schedule; and (G) the expiration date. The Company has made available to Parent accurate and complete copies of all Company Stock Plans pursuant to which Company has granted the Company Options or Company Stock-Based Awards that are currently outstanding and the form of all award agreements evidencing such Company Options and Company Stock-Based Awards. (b) All of the issued and outstanding shares of Capital Stock capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, nonassessable and are free of preemptive rights. All of the issued Except for Company Options and outstanding shares of Capital Stock were issued Company Stock-Based Awards listed in compliance with any preemptive rights Section 4.2(a)(iii) and any other statutory or contractual rights of any shareholders of the Company and in compliance with all applicable securities Laws. As of the date hereofSection 4.2(a)(iv), 1,606,951 shares of Common Stock there are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Option Plans, and no shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted outside of the Option Plans and no shares of Common Stock are reserved for issuance upon the exercise of any warrants or similar rights. Section 2.2 of the Company Disclosure Schedule sets forth a correct, true and complete list of each Person who, as of the close of business on the date of this Agreement, held an Option under any of the Option Plans or otherwise, indicating with respect to each Option then outstanding, the number of Shares subject to such Option, the grant date and exercise price of such Option, and the vesting schedule and expiration of such Option. The only security issuable upon exercise of outstanding Options is Common Stock. There are not as of the date hereof, and at the Effective Time there will not be, any subscriptions, outstanding or authorized options, warrants, convertible securitiesrights, calls, rights (including preemptive rights)agreements, arrangements, understandings, restrictions or commitments or any other agreements of any character to which the Company or any of its Subsidiaries Company Subsidiary is a party, party or by which it may be boundthe Company or any Company Subsidiary is bound relating to the issued or unissued Equity Interests of the Company or any Company Subsidiary, requiring it or securities convertible into or exchangeable for such Equity Interests, or obligating the Company or any Company Subsidiary to issue, transfer, sell, purchase, redeem issue or acquire sell any shares of its capital stock or any other Equity Interests, or securities or rights convertible into, exercisable into or exchangeable forfor such capital stock of, or evidencing other Equity Interests in, the right Company or any Company Subsidiary. All Shares subject to subscribe forissuance pursuant to the previous sentence, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary affecting the voting rights of or requiring the repurchase, redemption or other acquisition or disposition of, any Equity Interests in the Company or any Company Subsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, the Company, any Company Subsidiary or any other Person. All outstanding Shares, all outstanding Company Options and Company Stock-Based Awards, and all outstanding Equity Interests in each Company Subsidiary have been issued in compliance with all applicable Laws and all requirements set forth in applicable contracts. From December 26, 2010 through the date of this Agreement, the Company has not issued any shares of its capital stock, or requiring it to give securities convertible into or exchangeable for such capital stock or any Person other Equity Interests in the right to receive any benefit or rights similar to any rights enjoyed by or accruing to the holders of its shares Company. (c) Each outstanding share of capital stock or other Equity Interest of each Company Subsidiary is (i) duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and (ii) held by the Company or another Company Subsidiary free and clear of all pledges, liens, charges, mortgages, encumbrances, security interests, conditional and installment sale agreements or other claims of Third Parties or restrictions or any rights kind whatsoever, including any easement, reversion interest, right of way or other encumbrance to participate in title, limitations on voting rights, or any option, right of first refusal or right of first offer (collectively, “Liens”), except for Permitted Liens. (d) As of the equity date of this Agreement, no Indebtedness of the Company having the right to vote (or net income convertible into or exercisable for securities having the right to vote) on any matters on which stockholders of the Company may vote is issued or outstanding. (e) There are no outstanding obligations of the Company or any Company Subsidiary restricting the transfer of, relating to the voting of, or requiring the registration under any securities Law for sale of, any Shares, shares of its Subsidiaries. There are no shareholders’ agreementsCompany Preferred Stock or any other capital stock of, voting trusts or other agreements or understandings to which Equity Interests in, the Company or 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 of any capital stock of the Company or any of its SubsidiariesSubsidiary. (b) Section 2.2(b) of the Company Disclosure Schedule sets forth a true and complete list of the names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each of the Company’s Subsidiaries. (c) All outstanding shares of capital stock or other equity interests of the Company’s Subsidiaries are owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company free and clear of all Liens, other than Permitted Liens. Other than the Subsidiaries, there are no other corporations, joint ventures, associations or other entities in which the Company or any of its Subsidiaries owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same. Other than the 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 or any of its Subsidiaries a participant in any joint venture or similar arrangement.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 37,000,000 shares, 36,000,000 250,000,000 shares of which are designated as Company Common Stock and 10,000,000 shares of Company Preferred Stock. As of September 14, 2010, there were outstanding (i) 21,157,082 shares of Company Common Stock, 1,000,000 (ii) zero shares of which are designated as Series A Company Preferred Stock, par value $0.01 per share (the “Preferred Stock”, together with the iii) Company Stock Options to purchase an aggregate of 3,671,211 shares of Company Common Stock are collectively referred (of which options to herein as the “Capital Stock”purchase an aggregate of 2,613,060 shares of Company Common Stock were exercisable), and (iv) 204,681 Company RSUs. As of September 14, 2010, 133,588 shares of Company Common Stock constitute Company Restricted Stock Awards. (b) As of the date of this Agreement, 9,630,077 the Company has reserved 6,542,834 shares of Company Common Stock were issued and outstandingfor issuance on exercise of Company Stock Options or vesting of Company Compensatory Awards. All outstanding shares of Company Common Stock have been, and no all shares of Preferred Stock were that may be issued and outstanding, and as of the Closing Date, no more than 11,237,028 shares of Common Stock plus any shares of Common Stock issuable pursuant to the Merit Options and no shares of Preferred Company Stock shall be Option Plans will be, when issued and outstanding. Other than in accordance with the foregoingrespective terms thereof, there are no other shares of 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 . There 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 in compliance with all applicable securities Laws. As of the date hereof, 1,606,951 shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Option Plans, and no shares of Company Common Stock that are reserved for issuance upon subject to vesting or forfeiture restrictions (other than the exercise of outstanding Options granted outside of the Option Plans and no shares of Common subject to Company Restricted Stock are reserved for issuance upon the exercise of any warrants or similar rightsAwards. Section 2.2 4.05(b)(i) of the Company Disclosure Schedule sets forth contains a correct, true complete and complete correct list of each Person whooutstanding Company Compensatory Award, including the holder, date of grant, the number of shares of Company Common Stock subject to such Company Compensatory Award at the time of grant, the number of shares of Company Common Stock subject to such Company Compensatory Award as of the close of business on the date of this Agreement, held an Option under any of the Option Plans or otherwiseexercise price, indicating with respect to each Option then outstanding, vesting schedule (including the number of Shares vested and unvested shares as of September 14, 2010) and whether such Company Compensatory Award is an “incentive stock option” within the meaning of Section 422 of the Code, the date on which such Company Compensatory Award expires and whether the vesting of such Company Compensatory Award shall be subject to such Option, any acceleration in connection with the grant date and exercise price of such Option, and the vesting schedule and expiration of such Option. The only security issuable upon exercise of outstanding Options is Common Stock. There are not as of the date hereof, and at the Effective Time there will not be, any subscriptions, outstanding or authorized options, warrants, convertible securities, calls, rights (including preemptive rights), commitments First Merger or any other agreements transactions contemplated by this Agreement. (c) Except as set forth in this Section 4.05 or Section 4.05 of any character to which the Company or any Disclosure Schedule, as of its Subsidiaries is a partySeptember 14, or by which it may be bound2010, 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 right to subscribe for, any shares of its capital stock, or requiring it to give any Person the right to receive any benefit or rights similar to any rights enjoyed by or accruing to the holders of its there are no outstanding (i) shares of capital stock or any rights to participate in voting securities of the equity Company, (ii) securities of the Company convertible into or net income exchangeable for shares of capital stock or voting securities of the Company or any of its Subsidiaries. There are no shareholders’ agreements, voting trusts (iii) options or other agreements or understandings rights to which the Company or any of its Subsidiaries is a party or by which it is bound or, to the knowledge of acquire from the Company, between or among shareholders, in each case with respect to the transfer or voting of any capital stock other obligation of the Company to issue, any capital stock, voting securities or any securities convertible into or exchangeable for capital stock or voting securities of its Subsidiariesthe Company (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”). (bd) All outstanding shares of Company Common Stock have been, in all material respects, issued and granted in compliance with (i) all applicable securities laws and other Applicable Laws and (ii) all requirements set forth in applicable Contracts. (e) Section 2.2(b4.05(e) of the Company Disclosure Schedule sets forth a true and complete list of any shares of its capital stock that the namesCompany has repurchased, jurisdictions redeemed or otherwise reacquired since January 1, 2008. All securities so reacquired by the Company were reacquired in compliance with (i) the applicable provisions of organizationthe DGCL and all other Applicable Law, and jurisdictions of qualification as a foreign entity of each (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts in all material respects. There are no outstanding rights or obligations of the Company’s SubsidiariesCompany to repurchase or redeem any of its securities. (cf) All Section 4.05(f) of the Company Disclosure Schedule lists for each Subsidiary of the Company the percentage of equity securities owned or controlled, directly or indirectly, by the Company as of the date hereof. No Subsidiary of the Company has or is bound by any outstanding shares subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security or obligating the Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements. There are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any of its capital stock or other equity interests interests. All of the Company’s shares of capital of the Subsidiaries of the Company are validly issued, fully paid (to the extent required under the applicable governing documents) and nonassessable and are owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company free and clear of all any Liens. The Company has not agreed and is not obligated to, directly or indirectly, make any future investment in or capital contribution or advance to any Person, other than Permitted Liens. Other than the Subsidiaries(i) any such agreements or obligations to provide such investments, there are no other corporations, joint ventures, associations capital contributions or other entities in which advances among any of the Company or any of its Subsidiaries owns, of record or beneficially, any direct or indirect equity or other interest or any right wholly owned Subsidiaries and (contingent or otherwiseii) to acquire the same. Other than the Subsidiaries, neither guarantees of bank obligations of Subsidiaries of the Company nor any entered into in the ordinary course of its Subsidiaries is a member of (nor is any part of its business conducted through) any partnership nor is the Company or any of its Subsidiaries a participant in any joint venture or similar arrangementbusiness.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 37,000,000 shares, 36,000,000 600,000,000 shares of which are designated as Company Common Stock, 1,000,000 Stock and 50,000,000 shares of which are designated as Series A Company Preferred Stock, par value $0.01 per share (the “Preferred Stock”, together with the Common Stock are collectively referred to herein as the “Capital Stock”). As of the date close of this Agreementbusiness on June 15, 9,630,077 2018 (the "Capitalization Date"), there were outstanding (v) 93,220,352 shares of Company Common Stock were issued and outstandingoutstanding (excluding restricted shares granted under the Company Stock Plans), and no (w) zero shares of Company Preferred Stock, (x) Company Options to purchase an aggregate of 4,152,267 shares of Company Common Stock, (y) Company Restricted Stock were issued Awards covering an aggregate 740,817 shares of Company Common Stock and outstanding, and as (z) Company RSU Awards covering an aggregate of 731,754 shares of Company Common Stock. No Subsidiary of the Closing Date, no more than 11,237,028 shares of Common Stock plus Company owns any shares of Company Common Stock issuable or Company Preferred Stock. (b) As of the Capitalization Date, the Company has reserved 5,801,706 shares of Company Common Stock under the Company Stock Plans (including 2,457,306 shares of Company Common Stock under the Company ESPPs), for issuance on exercise, vesting or other conversion to Company Common Stock of awards under the Company Stock Plans. All outstanding shares of Company Common Stock (i) have been, and all shares that may be issued pursuant to the Merit Options and no shares of Preferred Company Stock shall be Plans will be, when issued and outstanding. Other than in accordance with the foregoingrespective terms thereof, there are no other shares of 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 paid, nonassessable 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 (ii) to the extent owned directly or contractual rights indirectly by the Company, owned free and clear of any shareholders of the Company and in compliance with all applicable securities Laws. As of the date hereof, 1,606,951 shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Option Plans, and no shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted outside of the Option Plans and no shares of Common Stock are reserved for issuance upon the exercise of any warrants or similar rightsLiens (other than Permitted Liens). Section 2.2 4.05(b) of the Company Disclosure Schedule sets forth a correct, true and complete list of each Person whoLetter contains, as of the close Capitalization Date, a complete and correct list of business on each outstanding Company Option, Company Restricted Stock Award and Company RSU Award, including the holder, date of grant, the number of shares of Company Common Stock subject to such Company Compensatory Award as of the date of this Agreement, held an Option under exercise price and vesting schedule. (c) Except as provided in Section 4.05(a) and for changes since the Capitalization Date resulting from the exercise, vesting or other conversion to Company Common Stock of Company Compensatory Awards outstanding on such date, there are no other issued, reserved for issuance or outstanding or authorized (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) options or other rights to acquire from the Company, or other 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, or (iv) restricted shares, restricted share units, stock appreciation rights, performance shares, contingent right values, "phantom" stock or other similar securities or rights that are derivative of or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities (including any bonds, debentures, notes or other Indebtedness or obligations having voting rights or convertible into securities having voting rights) or ownership interests in the Company and, in each case, there are no Contracts to which any Acquired Company is bound requiring the issuance, reservation or authorization of any of the Option Plans foregoing to or otherwise, indicating with respect to each Option then outstanding, the number of Shares subject to such Option, the grant date and exercise price of such Option, and the vesting schedule and expiration of such Option. The only security issuable upon exercise of outstanding Options is Common Stockfor any Third Party. There are not as no outstanding contractual obligations of the date hereof, and at the Effective Time there will not be, any subscriptions, outstanding or authorized options, warrants, convertible securities, calls, rights (including preemptive rights), commitments or any other agreements of any character Company to which the Company or any of its Subsidiaries is a party, or by which it may be bound, requiring it to issue, transfer, sell, purchaserepurchase, redeem or otherwise acquire any shares of its capital stock or any securities or rights convertible into, exercisable or exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock, or requiring it to give any Person the 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 other equity or net income interests. (d) (i) Each Subsidiary of the Company or any of its Subsidiaries. There are no shareholders’ agreements, voting trusts or other agreements or understandings to which on the Company or any of its Subsidiaries date hereof 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 of any capital stock of the Company or any of its Subsidiaries. (b) listed on Section 2.2(b4.05(d)(i) of the Company Disclosure Schedule sets forth a true Letter, in each case along with its jurisdiction of incorporation, authorized equity interests, issued and complete list of the names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each of the Company’s Subsidiaries. (c) All outstanding shares of capital stock or other equity interests of and the Company’s Subsidiaries are owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company free and clear of all Liens, other than Permitted Liens. Other than the Subsidiaries, there are no other corporations, joint ventures, associations or other entities in which the Company or any of its Subsidiaries owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwiseholder(s) to acquire the same. Other than the 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 or any of its Subsidiaries a participant in any joint venture or similar arrangementthereof.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 37,000,000 shares, 36,000,000 1,300,000,000 shares of which are designated as Company Common Stock and 2,000,000 shares of Company Preferred Stock. As of December 11, 2013 (the “Capitalization Date”), there were outstanding (i) 549,354,308 shares of Company Common Stock, 1,000,000 (ii) zero shares of which are designated as Series A Company Preferred Stock, par value $0.01 per share (the “Preferred Stock”, together with the iii) Company Options to purchase an aggregate of 47,235,212 shares of Company Common Stock are collectively referred (of which options to herein as purchase an aggregate of 30,544,907 shares of Company Common Stock were exercisable), (iv) 14,330 shares of Company Restricted Stock, and (v) 23,101,841 Company RSUs. 26,732,524 shares of Company Common Stock were authorized for issuance pursuant to the “Capital Stock”). As Company ESPP, of which a maximum of 6,774,000 shares of Company Common Stock will be issued with respect to the purchase period in effect under the Company ESPP on the date of this Agreement. (b) As of the Capitalization Date, 9,630,077 the Company has reserved 70,337,053 shares of Company Common Stock were issued and outstandingfor issuance on exercise, vesting or other conversion to Company Common Stock of Company Compensatory Awards. All outstanding shares of Company Common Stock have been, and no all shares of Preferred Stock were that may be issued and outstanding, and as of the Closing Date, no more than 11,237,028 shares of Common Stock plus any shares of Common Stock issuable pursuant to the Merit Options and no shares of Preferred Company Stock shall be Plans will be, when issued and outstanding. Other than in accordance with the foregoingrespective terms thereof, there are no other shares of 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 . There 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 in compliance with all applicable securities Laws. As of the date hereof, 1,606,951 shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Option Plans, and no shares of Company Common Stock that are reserved for issuance upon the exercise of outstanding Options granted outside of the Option Plans and no shares of Common Stock are reserved for issuance upon the exercise of any warrants subject to vesting or similar rightsforfeiture restrictions. Section 2.2 4.05(b) of the Company Disclosure Schedule sets forth a correct, true and complete list of each Person whocontains, as of the close Capitalization Date, a complete and correct list of business on each outstanding Company Option and Company RSU, including the holder, date of grant, the number of shares of Company Common Stock subject to such Company Compensatory Award as of the date of this Agreement, held an Option under any exercise price, vesting schedule (including the number of vested and unvested shares as of the Option Plans or otherwise, indicating with respect to each Option then outstandingdate of this Agreement), the number of Shares subject to such Option, the grant date shares of Company Common Stock vested and exercise price of such Option, and the vesting schedule and expiration of such Option. The only security issuable upon exercise of outstanding Options is Common Stock. There are not unvested as of the date hereofof this Agreement and whether such Company Compensatory Award is an “incentive stock option” within the meaning of Section 422 of the Code, and at the Effective Time there will not bedate on which such Company Compensatory Award expires. (c) Except as provided in Section 4.05(a) and for changes since the Capitalization Date resulting from (x) the exercise, any subscriptionsvesting or other conversion to Company Common Stock of Company Compensatory Awards outstanding on such date or granted after the date of this Agreement in accordance with the terms of this Agreement, outstanding or authorized options, warrants, convertible securities, calls, rights (including preemptive rights), commitments or any other agreements y) the grant of Company Compensatory Awards after the date of this Agreement in accordance with the terms of this Agreement and (z) the right of employees of any character Acquired Company to which purchase shares of Company Common Stock pursuant to the Company or any of its Subsidiaries is a partyESPP, or by 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 right to subscribe for, any shares of its capital stock, or requiring it to give any Person the right to receive any benefit or rights similar to any rights enjoyed by or accruing to the holders of its there are no outstanding (i) shares of capital stock or any rights to participate in voting securities of the equity Company, (ii) securities of the Company convertible into or net income exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company, or other obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of its Subsidiariesthe Company (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”). (d) All outstanding shares of Company Common Stock have been issued and granted in compliance with (i) all applicable securities laws and other Applicable Laws and (ii) all requirements set forth in applicable Contracts. (e) All shares of the Company’s capital stock that the Company has repurchased, redeemed or otherwise reacquired were reacquired in compliance with (i) the applicable provisions of the DGCL and all other Applicable Law and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. There are no shareholders’ agreements, voting trusts or other agreements or understandings to which outstanding obligations of the Company to repurchase or redeem 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 of any capital stock of the Company or any of its Subsidiariessecurities. (b) Section 2.2(b) of the Company Disclosure Schedule sets forth a true and complete list of the names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each of the Company’s Subsidiaries. (cf) All outstanding shares of capital stock or other equity interests of the Company’s Subsidiaries of the Company are validly issued, fully paid (to the extent required under the applicable governing documents) and nonassessable, and all such shares (other than a de minimis number of directors’ qualifying shares, in each case, which are owned by the Company an employee of an Acquired Company) are owned, directly or a direct or indirect wholly-owned Subsidiary of indirectly, by the Company free and clear of all Liens, any Liens (other than Permitted Liens). Other than the Subsidiaries, there are no other corporations, joint ventures, associations or other entities in which No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold any of its Subsidiaries ownsequity securities or any securities convertible into, of record exchangeable for or beneficiallyrepresenting the right to subscribe for, purchase or otherwise receive any direct such equity security or indirect equity obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other interest similar agreements (except, in each case, to or with an Acquired Company). There are no outstanding contractual obligations of any right (contingent or otherwise) to acquire the same. Other than the Subsidiaries, neither Subsidiary of the Company nor to repurchase, redeem or otherwise acquire any of its Subsidiaries capital stock or other equity interests. (g) None of the Acquired Companies has agreed or is a member of (nor is obligated to, directly or indirectly, make any part of its business conducted through) future investment in or capital contribution or advance to any partnership nor is the Company or any of its Subsidiaries a participant in any joint venture or similar arrangementPerson.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 37,000,000 shares, 36,000,000 300,000 shares of which are designated as Common Stock, 1,000,000 Stock and 25,000 shares of which are designated as Series A Preferred Stock. At the open of business on the date hereof, par value $0.01 per share (the “Preferred Stock”, together with the 128,243.227 shares of Common Stock are collectively referred issued and outstanding and 10,395.000 shares of Common Stock are subject to herein as issuance upon the “Capital Stock”)exercise of outstanding Options issued pursuant to the terms of the Option Plan. As of the close of business on the date of this Agreementhereof, 9,630,077 no shares of Common Preferred Stock were are issued and outstanding, outstanding and no shares of Preferred Stock were issued and outstandingare subject to issuance pursuant to the terms of the Option Plan. Schedule 3.04(a) in the Disclosure Schedule contains a list of each Person who, and as of the Closing Datedate hereof, no more than 11,237,028 is the record holder of any (x) shares of Common Stock, together with the number of shares of Common Stock plus any held by such Person and (y) Options, together with the number of shares of Common Stock issuable pursuant subject to each such Option and the Merit Options and no shares of Preferred Stock shall be issued and outstanding. Other than the foregoing, there are no other shares of a class or series of Capital Stock of the Company or any Subsidiary thereof authorized or outstandingexercise price per share. All of the issued and outstanding shares of Capital Stock capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessablenon- assessable, are not subject to and have not been issued in violation of any preemptive or similar rights, have been issued in compliance with applicable securities Laws or exemptions therefrom and are owned beneficially and of record by the Person set forth on Schedule 3.04(a) in the Disclosure Schedule, free and clear of all Liens other than (i) general restrictions on transfer arising under the Securities Act and applicable state securities Laws, (ii) preemptive or similar rights and restrictions on transfer set forth in the Equity Agreements and (iii) Liens granted in connection with the Credit Agreement and all other Loan Documents (as defined in the Credit Agreement) (which Liens will be released following the repayment of the Indebtedness of the Company and its Subsidiaries set forth on the Indebtedness Payoff Schedule pursuant to the payoff letters therefor). (b) Schedule 3.04b) in the Disclosure Schedule sets forth each of the Company’s Subsidiaries and, with respect to each of the Company’s Subsidiaries, its jurisdiction of incorporation, formation or organization, and are free number and type of preemptive rightsissued and outstanding shares of capital stock or other equity interests or percentage ownership interest together with the legal and beneficial holder of such shares of capital stock or other equity interest. All Except as set forth on Schedule 3.04b) in the Disclosure Schedule, all of the issued and outstanding shares of Capital Stock were capital stock or other equity interests of each such Subsidiary have been duly authorized and validly issued and, if applicable, are fully paid and non-assessable, have not been issued in violation of any preemptive or similar rights and have been issued in compliance with applicable securities Laws or exemptions therefrom and are wholly owned beneficially and of record, directly or indirectly, by the Company or one of the Company’s Subsidiaries, free and clear of all Liens other than (i) general restrictions on transfer arising under the Securities Act and applicable state securities Laws, and (ii) any preemptive rights and Permitted Liens. Other than the Company’s Subsidiaries set forth on Schedule 3.04b) in the Disclosure Schedule, neither the Company nor any of its Subsidiaries owns or controls, directly or indirectly, any interest in any other statutory corporation, partnership, limited liability company, association or contractual rights other entity. Each of any shareholders the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has full organizational power and authority to own, lease and operate its properties and carry on its business as presently conducted. Each of the Company’s Subsidiaries is qualified to conduct business and in good standing under the Laws of each jurisdiction in which such qualification is required, except in such jurisdictions where the lack of such qualification or the failure to be in good standing would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. No Subsidiary of the Company and in compliance with all applicable securities Laws. As of the date hereof, 1,606,951 shares of Common owns any Company Stock or Option. (c) There are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Option Plans, and no shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted outside capital stock or other equity interests or voting or non-voting securities of the Option Plans and Company, other than the Company Stock. Except for the Options, there are (i) no shares of Common Stock are reserved for issuance upon the exercise of any warrants or similar rights. Section 2.2 securities of the Company Disclosure Schedule sets forth a corrector any of its Subsidiaries convertible into, true and complete list exercisable or exchangeable for shares of each Person whocapital stock, as other equity interests or voting or non-voting securities of the close of business on the date of this Agreement, held an Option under Company or any of the Option Plans or otherwiseits Subsidiaries, indicating with respect to each Option then outstanding, the number of Shares subject to such Option, the grant date and exercise price of such Option, and the vesting schedule and expiration of such Option. The only security issuable upon exercise of outstanding Options is Common Stock. There are not as of the date hereof, and at the Effective Time there will not be, any subscriptions, (ii) no outstanding or authorized options, warrants, convertible securitiespurchase rights, callssubscription rights, rights (including of first refusal, preemptive rights), conversion rights, exchange rights or other contracts or commitments or any other agreements of any character to which that could require the Company or any of its Subsidiaries is a party, or by which it may be bound, requiring it to issue, transfer, sell, purchase, redeem sell or acquire otherwise cause to become outstanding any shares of its capital stock or equity interests, (iii) no outstanding or authorized calls, stock appreciation, phantom stock, profit participation or similar rights with respect to the Company or any securities of its Subsidiaries, and (iv) no repurchase, redemption or rights convertible into, exercisable or exchangeable for, or evidencing the right other obligation to subscribe for, acquire for value any shares of its capital stock, or requiring it to give any Person the right to receive any benefit or rights similar to any rights enjoyed by or accruing to the holders of its shares class of capital stock or any rights to participate in the equity or net income interests of the Company or any of its Subsidiaries. There Except for the Equity Agreements, there are no shareholders’ agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or by which it is bound party, or, to the knowledge Knowledge of the Company, between any other voting agreement or among shareholdersunderstanding, in each case with respect to the transfer or voting of any the capital stock stock, securities or other equity interests of the Company or any of its Subsidiaries. (b) Section 2.2(b) of the Company Disclosure Schedule sets forth a true and complete list of the names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each of the Company’s Subsidiaries. (c) All outstanding shares of capital stock or other equity interests of the Company’s Subsidiaries are owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company free and clear of all Liens, other than Permitted Liens. Other than the Subsidiaries, there are no other corporations, joint ventures, associations or other entities in which the Company or any of its Subsidiaries owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same. Other than the 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 or any of its Subsidiaries a participant in any joint venture or similar arrangement.

Capitalization; Subsidiaries. (a) The As of the close of business on September 7, 2018 (the “Capitalization Date”), the authorized capital stock of the Company consists consisted of 37,000,000 shares(i) 100,000,000 Shares, 36,000,000 24,073,678 of which were issued and outstanding and none of which were held by the Company as treasury stock and (ii) 10,000,000 shares of which are designated as Common Stock, 1,000,000 shares preferred stock of which are designated as Series A Preferred Stockthe Company, par value $0.01 0.001 per share (the “Company Preferred Stock”), together with no shares of which were issued and outstanding. There are no other classes of capital stock of the Common Stock are collectively referred Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to herein as vote (or convertible into or exercisable for Securities having the “Capital Stock”)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 2,572,016 Shares, (B) 917,512 outstanding Company RSUs, (C) 1,705,906 Shares reserved for future issuance under the Company Stock Plans and (D) outstanding Warrants to purchase 235,415 Shares. Since the close of business on the Capitalization Date and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, as of the date of this AgreementAgreement there has been no issuance or grant of any Shares, 9,630,077 shares of Common Stock were issued and outstanding, and no shares of Company Preferred Stock were issued and outstandingor any other securities of the Company, and other than any de minimis issuances of Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Stock Plan Awards outstanding as of the Closing Date, no more than 11,237,028 shares close of Common business on the Capitalization Date in accordance with the Company Stock plus any shares of Common Stock issuable pursuant to the Merit Options Plan Awards and no shares of Preferred Stock shall be issued and outstanding. Other than the foregoing, there are no other shares of a class or series of Capital Stock disclosed on Section 3.2(a) of the Company or any Subsidiary thereof authorized or outstanding. Disclosure Letter. (b) All of the issued and outstanding shares Shares have been, and all of Capital the Shares that may be issued in accordance with any of the Company Stock have been Plan Awards, the Company Stock Plans will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are are, or will be when issued, fully paid paid, non-assessable and nonassessable, and are free of preemptive rights. All The Company has made available to Parent or its counsel correct and complete copies of each Company Stock Plan and the issued forms of stock option 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 restricted stock unit agreements evidencing the Company Stock Plan Awards, and in compliance with all applicable securities Laws. As respect to the foregoing forms, other than differences with respect to the number of Shares covered thereby, the grant date hereof, 1,606,951 shares of Common Stock are reserved for issuance upon and the exercise of outstanding Options granted pursuant price applicable thereto; no such stock option or restricted stock unit agreement with respect to the Option PlansCompany Stock Plan Awards contains material terms that are not consistent with, and no shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted outside of the Option Plans and no shares of Common Stock are reserved for issuance upon the exercise of any warrants or similar rightsin addition to, such forms. Section 2.2 3.2(b) of the Company Disclosure Schedule Letter sets forth a correct, true and complete list of each Person whoforth, as of the close of business on the date Capitalization Date, each outstanding Company Stock Plan Award and, to the extent applicable, (i) the name (or employee identification number) and country of this Agreement, held an Option under any residence (if outside the U.S.) of the Option Plans or otherwiseholder thereof, indicating with respect to each Option then outstanding, (ii) the number of Shares issuable thereunder, (iii) the expiration date, (iv) the exercise price or strike price (if any) relating thereto, (v) the grant date, (vi) the amount vested and outstanding and the amount unvested and outstanding, (vii) the Company Stock Plan in accordance with which the award was made and (viii) whether such award is subject to such Option, Section 409A of the Code. Each grant of a Company Option was duly authorized no later than the date on which the grant date 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 such Optiona Share on the applicable Company Option Grant Date, and the vesting schedule and expiration Company has not granted any Company Options that are subject to Section 409A of such Option. The only security issuable upon exercise of outstanding Options is Common Stockthe Code. There are not as of the date hereof, and at the Effective Time there will not be, any subscriptions, outstanding is no agreement or authorized options, warrants, convertible securities, calls, rights arrangement (including preemptive rights), commitments whether in writing or any other agreements of any character otherwise) to which the Company or any of its Subsidiaries Company Subsidiary is a party, party or by 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 right to subscribe for, any shares of its capital stock, or requiring it to give any Person the 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. There are no shareholders’ agreements, voting trusts or other agreements or understandings with respect to which the Company or any Company Subsidiary has or could expect to have liability (contingent or otherwise), in each case, that contains a promise or commitment to grant a Company Option or Company Options and such promise or commitment has not been satisfied by the granting of its Subsidiaries is such Company Option or Options or need not be satisfied for failure to satisfy a party condition to promise or by which it is bound orcommitment. Each grant of a Company Stock Plan Award was made in all material respects in accordance with (A) the applicable Company Stock Plan, (B) all applicable securities Laws, including the NASDAQ Listing Rules, (C) the Code and (D) all other 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 knowledge actions contemplated by Section 2.4 and the treatment of Company Stock Plan Awards and described in Section 2.4 will, as of the Effective Time, be binding on the holders of Company Stock Plan Awards and purported to be covered thereby. All of the outstanding Shares have been sold all material respects in accordance with an effective registration statement filed in accordance with the federal securities Laws or an appropriate exemption therefrom. No Company Subsidiary owns any securities of the Company, between or among shareholders, in each case with respect to the transfer or voting of any capital stock of the Company or any of its Subsidiaries. (b) Section 2.2(b) of the Company Disclosure Schedule sets forth a true and complete list of the names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each of the Company’s Subsidiaries. (c) All outstanding As of the date of this Agreement, other than the Company Stock Plan Awards and the Warrants, 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 equity interests of the Company’s Subsidiaries are owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company free and clear of all Lienssecurities of, other than Permitted Liens. Other than the Subsidiaries, there are no other corporations, joint ventures, associations or other entities in which the Company or any of its Subsidiaries owns, of record Company Subsidiary or beneficially, any direct securities convertible into or indirect equity exchangeable for such shares or other interest securities, or any right (contingent or otherwise) to acquire the same. Other than the 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 obligating the Company or any of its Subsidiaries a participant in any joint venture Company Subsidiary to grant, extend or similar arrangement.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,

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 37,000,000 shares, 36,000,000 11,000,000 shares of which are designated as Common Stock, 1,000,000 shares of which 9,000,000 shares are designated as Series A Preferred Stock, par value $0.01 per share (the “Preferred Stock”, together with the Common Stock are collectively referred to herein as the “Capital Stock”). As of the date of this Agreement, 9,630,077 shares of Common Stock were issued and outstanding, and no shares of Preferred Stock were issued and outstanding, and as of the Closing Date, no more than 11,237,028 shares of Common Stock plus any shares of Common Stock issuable pursuant to the Merit Options and no shares of Preferred Stock shall be issued and outstanding. Other than the foregoing, there are no other shares of 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 in compliance with all applicable securities Laws. As of the date hereof, 1,606,951 shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Option Plans, and no shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted outside of the Option Plans and no shares of Common Stock are reserved for issuance upon the exercise of any warrants or similar rights. Section 2.2 of the Company Disclosure Schedule sets forth a correct, true and complete list of each Person who, as of the close of business on the date of this Agreement, held an Option under any of the Option Plans or otherwise, indicating with respect to each Option then outstanding, the number of Shares subject to such Option, the grant date and exercise price of such Option, and the vesting schedule and expiration of such Option. The only security issuable upon exercise of outstanding Options is Common Stock. There are not as of the date hereof, 380,684 shares are reserved for issuance upon exercise of outstanding options and at 619,316 shares are reserved for future awards under the Effective Time there will not beCompany Stock Plans. All issued and outstanding shares of Company Capital Stock are duly authorized, any subscriptionsvalidly issued, outstanding or authorized options, warrants, convertible securities, calls, rights (including preemptive rights), commitments or any other agreements fully paid and non-assessable and are free of any character to which the Company or any of its Subsidiaries is a party, or by 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 right to subscribe for, any shares of its capital stock, or requiring it to give any Person the 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 SubsidiariesEncumbrance (except for Permitted Encumbrances). There are no shareholders’ agreements, voting trusts declared or other agreements or understandings to which the Company or 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 accrued but unpaid dividends with respect to the transfer or voting any shares of any capital stock Company Capital Stock. All issued and outstanding shares of Company Capital Stock are set forth by class and series in Section 2.2(a) of the Company or any of its SubsidiariesDisclosure Schedule. (b) Section 2.2(b) of the Company Disclosure Schedule sets forth a true and complete forth, as of the date of this Agreement, an accurate list of the names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each all of the Company’s Subsidiariessecurityholders and the number of shares, options or other rights to acquire Company Capital Stock owned or held by each of them (including all holders of Company Options). There are no outstanding, promised or authorized stock option, stock appreciation, restricted share, restricted stock unit, phantom stock, equity appreciation rights, profit participation or other similar equity-based rights with respect to the Company. (c) All outstanding With respect to each Company Option, Section 2.2 of the Disclosure Schedule indicates (i) the number of shares and class or series of Company Capital Stock issuable upon exercise, (ii) the date of grant, (iii) the exercise price per share, (iv) whether such Company Option is intended to qualify as an incentive stock option under Section 422 of the Code, (v) the vesting schedule, including the extent to which the vesting of such Company Option will be accelerated effective as of the Effective Time by the consummation of the Transactions or by the termination of employment or engagement or change in position of any holder thereof following or in connection with the consummation of the Transactions, (vi) the expiration date of the Company Option, (vii) the Company Stock Plan (and the name of any foreign sub-plan) under which, and the form pursuant to which, such Company Option was granted, and (viii) any additional exercise, acceleration of vesting, conversion or exchange rights relating thereto. (d) There are no shares of capital stock Company Common Stock issued and outstanding immediately prior to the Effective Time that are not vested or are subject to a repurchase right of the Company, risk of forfeiture or other equity interests condition under any applicable stock restriction agreement or other agreement with the Company. (e) The Company is not obligated under any Contract to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of any Company Capital Stock or options or warrants to acquire any Company Capital Stock. The Company is not obligated to grant, extend, accelerate the vesting of or waive any repurchase rights of, change the price of or otherwise amend or enter into any such option, warrant or Contract. There are no Contracts relating to the future purchase or sale of any Company Capital Stock (i) between or among the Company and any of its stockholders, other than written Contracts granting the Company the right to purchase unvested shares upon termination of employment or service, or (ii) between or among any of the Company’s Subsidiaries are owned stockholders. All Company Options and outstanding Company Capital Stock were issued in compliance with all applicable federal and state securities Laws, and all shares of Company Capital Stock repurchased by the Company were repurchased in compliance with the DGCL, all applicable federal and state securities Laws and all rights of first refusal and other similar rights and limitations that were not waived. (f) There are no stockholder agreements, voting trusts or a direct other agreements or indirect whollyunderstandings relating to the voting of any shares of Company Capital Stock, and there are no agreements between the Company and any securityholder or others, or among any holders of Company Capital Stock, relating to the registration, sale or transfer (including agreements relating to rights of first refusal, co-owned Subsidiary sale rights or “drag-along” rights) of any Company Capital Stock. (g) The Company Stock Plans are the only equity-based plans or programs providing for equity compensation of any Person in respect of the Company free Capital Stock, whether or not such shares of Company Capital Stock are outstanding. Except for the Company Stock Plans, the Company has not ever adopted or maintained any stock option plan or other plan, agreement or arrangement providing for equity compensation of any Person. The Company has reserved 1,000,000 shares of Company Common Stock for issuance to Workers upon the exercise of Company Options granted under the Company Stock Plans, of which 308,185 shares are issuable, as of the date of this Agreement, upon the exercise of outstanding, unexercised, vested Company Options and clear 72,499 shares are issuable, as of the date of this Agreement, upon the exercise of outstanding, unexercised, unvested Company Options. No other shares of Company Common Stock are reserved for issuance under any other Company Option. The grant of each Company Option has been properly approved by the requisite corporate authority. To the extent required under applicable Law, the Company’s stockholders have properly approved and the Company has properly reserved for issuance the shares of Company Common Stock issuable under the Company Stock Plans. (h) The Company has not granted Company Options except to natural Persons who were Workers at the time of grant and in compensation for their service as such. As of the date hereof, no Person who was formerly but is no longer a Worker holds a Company Option that is currently exercisable. All awards of Company Options have been documented with the grant forms Made Available without material deviation from the form. The terms of the Company Stock Plans and the applicable agreements for each Company Option permit the treatment of Company Options as provided in this Agreement, without the consent or approval of the holders of the Company Options, holders of Company Capital Stock or any other Persons (other than the Company’s board of directors) and without any acceleration of the vesting schedules or modification of other provisions of exercise in effect for such Company Options. Accurate copies of all Liensforms of agreements and instruments relating to or issued under the Company Stock Plans have been Made Available, other than Permitted Liens. Other than the Subsidiariesand such forms of agreements and instruments have not been amended, modified or supplemented in any material respect, and there are no other corporationsagreements to amend, joint venturesmodify or supplement such agreements or instruments from the forms thereof Made Available in any material respect. (i) No bonds, associations debentures, notes or other entities in which indebtedness of the Company (i) having the right to vote on any matters on which stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital stock of the Company, are issued or outstanding as of the date of this Agreement. (j) The Company does not have, and never had, any Subsidiaries. The Company does not own or control any equity or similar interest in, or any of its Subsidiaries owns, of record interest convertible into or beneficiallyexchangeable or exercisable for, any direct or indirect equity or other similar interest in, any Person, or have any right commitment or obligation to invest in, purchase any securities or obligations of, fund, guarantee, contribute or maintain the capital of or otherwise financially support any Person. (contingent k) The Company is not subject to or otherwise) threatened to acquire the same. Other than the Subsidiaries, neither the Company nor be subject to any of its Subsidiaries is a member of (nor is any part of its business conducted through) any partnership nor is the Company or any of its Subsidiaries a participant in any joint venture or similar arrangementinsolvency proceedings.

Capitalization; Subsidiaries. (a) The As of the close of business on December 22, 2023 (the “Capitalization Date”), (i) the authorized share capital stock of the Company consists of 37,000,000 shares, 36,000,000 is $325,000 divided into 650,000,000 shares of which are designated as Common Stock, 1,000,000 shares of which are designated as Series A Preferred Stock, a par value of $0.01 0.0005 each per share (the “Preferred Stock”, together with the Common Stock are collectively referred to herein as the “Capital Stock”). As of the date of this Agreement, 9,630,077 shares of Common Stock were issued and outstandingshare, and no shares (ii) there were outstanding (w) 52,951,335 Class A Ordinary Shares, (x) 110,207,613 Class B Ordinary Shares and (y) Company Restricted Share Awards covering an aggregate of Preferred Stock were issued and outstanding382,079 Class A Ordinary Shares. (b) All outstanding Company Ordinary Shares have been, and as of the Closing Date, no more than 11,237,028 all shares of Common Stock plus any shares of Common Stock issuable that may be issued pursuant to the Merit Options and no shares of Preferred Stock shall be Company Equity Plan will be, when issued and outstanding. Other than in accordance with the foregoingrespective terms thereof, there are no other shares of 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 Section 4.05(b) of the Company Disclosure Letter contains, as of the Capitalization Date, a complete and correct list of each outstanding Company Restricted Share Award, including, as applicable, the holder, date of grant, the number of Company Ordinary Shares subject to such Company Restricted Share Award as of the date of this Agreement and vesting schedule. (c) Except as provided in compliance Section 4.05(a) and for changes since the Capitalization Date resulting from the vesting or other conversion to Company Ordinary Shares of Company Restricted Share Awards outstanding on such date or granted after the date of this Agreement, there are no outstanding (i) share capital or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for share capital or voting securities of the Company or (iii) options or other rights to acquire from the Company, or other obligation of the Company to issue, any share capital, voting securities or securities convertible into or exchangeable for share capital or voting securities of the Company. (d) Each Subsidiary of the Company on the date hereof is listed on Section 4.05(d) of the Company Disclosure Letter, along with all applicable securities Lawsthe Company’s direct and indirect ownership percentage in respect of each such Subsidiary. Except for the Subsidiaries of the Company, the Company does not own any shares of capital stock, or any equity interests of any other Person. As of the date hereof, 1,606,951 shares of Common Stock are reserved for issuance upon the exercise of Company has not agreed, nor is it obligated to make, any investment in or capital contribution to any other Person. (e) All outstanding Options granted pursuant to the Option Plans, and no shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted outside share capital of the Option Plans and no shares of Common Stock are reserved for issuance upon the exercise of any warrants or similar rights. Section 2.2 Subsidiaries of the Company Disclosure Schedule sets forth a correctare validly issued, true fully paid (to the extent required under the applicable governing documents) and complete list nonassessable, and all such shares are owned, directly or indirectly, by the Company free and clear of each Person who, as any Liens (other than Permitted Liens). No Subsidiary of the close of business on the date of this Agreement, held an Option under Company has or is bound by any of the Option Plans or otherwise, indicating with respect to each Option then outstanding, the number of Shares subject to such Option, the grant date and exercise price of such Option, and the vesting schedule and expiration of such Option. The only security issuable upon exercise of outstanding Options is Common Stock. There are not as of the date hereof, and at the Effective Time there will not be, any subscriptions, outstanding or authorized options, warrants, convertible securities, calls, commitments, rights (including preemptive rights), commitments agreements or any other agreements of any character to which the Company or any of its Subsidiaries is a party, or by which it may be bound, requiring calling for it to issue, transfer, deliver or sell, purchaseor cause to be issued, redeem delivered or acquire sold any shares of its capital stock equity securities or any securities or rights convertible into, exercisable exchangeable for or exchangeable for, or evidencing representing the right to subscribe for, any shares of its capital stock, purchase or requiring it to give any Person the right to otherwise receive any benefit such equity security or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements (except, in each case, 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 with the Company or any of its Subsidiaries). There are no shareholders’ agreements, voting trusts or other agreements or understandings to which the Company or 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 outstanding contractual obligations of any capital stock of the Company or any of its Subsidiaries. (b) Section 2.2(b) of the Company Disclosure Schedule sets forth a true and complete list of the names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each of the Company’s Subsidiaries. (c) All outstanding shares of capital stock or other equity interests of the Company’s Subsidiaries are owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company free and clear of all Liensto repurchase, other than Permitted Liens. Other than the Subsidiaries, there are no other corporations, joint ventures, associations redeem or other entities in which the Company or otherwise acquire any of its Subsidiaries owns, of record or beneficially, any direct or indirect equity share capital or other interest or any right (contingent or otherwise) to acquire the same. Other than the 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 or any of its Subsidiaries a participant in any joint venture or similar arrangementequity interests.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 37,000,000 shares, 36,000,000 (i) 55,000,000 shares of which are designated as Common Stock, 1,000,000 of which 41,852,885 shares are issued and outstanding prior to the issuance of shares immediately prior to the Effective Time, 8,972,503 shares are to be issued immediately prior to the Effective Time as new stock grants, in satisfaction of obligations under outstanding Company Warrants and upon conversion of outstanding debt, and 709,646 shares are issuable upon exercise of outstanding Company Options, and (ii) 50,000,000 shares of which are designated as Series A Preferred Stock, par value $0.01 per share (the “Preferred Stock”, together with the Common Stock are collectively referred to herein as the “Capital Stock”). As preferred stock of the date Company, of this Agreement, 9,630,077 shares of Common Stock were issued and which none are outstanding, and . There are no shares of Preferred Stock were issued and outstanding, and as of the Closing Date, no more than 11,237,028 shares of Common Stock plus declared or accrued but unpaid dividends with respect to any shares of Company Common Stock issuable pursuant to the Merit Options and no shares of Preferred Stock shall be issued and outstandingStock. Other than the foregoing, there There are no other shares of 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 in compliance with all applicable securities Laws. As of the date hereof, 1,606,951 shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Option Plans, and no shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted outside of the Option Plans and no shares of Common Stock are reserved for issuance upon the exercise of any warrants or similar rights. Section 2.2 of the Company Disclosure Schedule sets forth a correct, true and complete list of each Person who, as of the close of business on the date of this Agreement, held an Option under any of the Option Plans or otherwise, indicating with respect to each Option then outstanding, the number of Shares subject to such Option, the grant date and exercise price of such Option, and the vesting schedule and expiration of such Option. The only security issuable upon exercise of outstanding Options is Common Stock. There are not The Spreadsheet sets forth, as of the date hereof, a true, correct and at complete list of all of the Effective Time there will Company Securityholders, their address (as reported to the Company by the Company Securityholder) and the number of shares of Company Common Stock, Company Options, Company Warrants or other rights to acquire Company Common Stock owned by each of them (including (1) all holders of outstanding Company Options, whether or not begranted under the Company Stock Plan and (2) all holders of outstanding Company Warrants). With respect to Company Options, the Spreadsheet further indicates whether, as of the date hereof, the holder is or was an employee of the Company, the name of the plan under which the Company ***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** Options were granted, the number of shares of Company Common Stock issuable upon the exercise of each such Company Option, the date of grant, the exercise price per share, whether such Company Option qualifies as an incentive stock option, the vesting schedule and expiration date thereof, including the extent to which any vesting has occurred as of the date hereof and the extent to which the vesting of such Company Option would be accelerated by the consummation of the Merger and the Transactions or by the termination of employment or engagement or change in position of any holder thereof following or in connection with the consummation of the Merger (in the absence of any applicable waiver by any holder thereof), and any additional exercise, conversion or exchange rights relating thereto. With respect to Company Warrants, the Spreadsheet further indicates, as of the date hereof, the number of shares of Company Common Stock issuable upon the exercise of each such Company Warrant, the date of grant, the exercise price per share, the expiration date thereof, any subscriptionsconditions on exercise, including the extent to which the consummation of the Merger and the Transactions would alter any of the holder’s rights pursuant to the Company Warrant, and any additional exercise, conversion or exchange rights relating thereto. All issued and outstanding or authorized optionsshares of Company Common Stock are duly authorized, warrantsvalidly issued, convertible securitiesfully paid and non-assessable and are free of any Encumbrance created by Law, calls, rights (including preemptive rights), commitments the Charter Documents or any other agreements of any character Contract to which the Company is a party or by which it is bound or of which it has knowledge. (b) The terms of the Company Stock Plan and the applicable agreements for each Company Option permit the cancellation and, if applicable, cashing out and termination of Company Options as provided in this Agreement, without the consent or approval of the holders of such securities, the stockholders or otherwise and without any acceleration of its Subsidiaries the exercise schedules or vesting provisions in effect for such Company Options. True and complete copies of Company Options and all other agreements and instruments relating to or issued under the Company Stock Plan have been Made Available, including any amendments, modifications or supplements thereto, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof Made Available. (c) Except for the Company Options set forth on the Spreadsheet, and outstanding Company Warrants as of immediately prior to the Effective Time, there are no Contracts to which the Company is a party, or by which it may be is bound, requiring it obligating the Company to issue, transferdeliver, sell, purchase, redeem repurchase or acquire any shares of its capital stock or any securities or rights convertible into, exercisable or exchangeable forredeem, or evidencing the right cause to subscribe forbe issued, delivered, sold, repurchased or redeemed, any shares of its capital stockany Company Common Stock, Company Options or requiring it to give any Person the right to receive any benefit Company Warrants 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 obligating the Company to grant, extend, accelerate the vesting and/or waive any repurchase rights of, change the price of or otherwise amend or enter into any of its Subsidiariessuch option, warrant, call, right, commitment or agreement. There are no shareholders’ Contracts relating to the purchase or sale of any Company Common Stock (1) between or among the Company and any of its stockholders or (2) between or among any of the Company’s stockholders. All Company Options, Company Warrants and outstanding Company Common Stock were issued in compliance with all applicable securities Laws, and all shares of Company Common Stock repurchased by the Company were repurchased in compliance with all applicable securities Laws and all applicable rights of first refusal and other similar rights and limitations. ***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** (d) There are no stockholder agreements, voting trusts or other agreements or understandings relating to which the voting of any shares of Company Common Stock, and there are no agreements between the Company and any security holder or others, or among any holders of its Subsidiaries is a party or by which it is bound orCompany Common Stock, relating to the knowledge registration, sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any Company Common Stock. As a result of the Reverse Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Common Stock and all rights to acquire or receive any shares of Company Common Stock, whether or not such shares of Company Common Stock are outstanding. (e) Except for the Company’s Hold Free Networks 2013 Equity Incentive Plan (the “Company Stock Plan”), the Company has never adopted or maintained any stock option plan, program or arrangement, or other plan, program or arrangement providing for equity compensation. To the extent required under applicable Law, the Company’s stockholders have properly approved and the Company has properly reserved for issuance the shares of Company Common Stock issuable under the Company Stock Plan. There are no outstanding or authorized restricted stock bonus, restricted stock purchase, restricted stock unit, stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company. (f) No bonds, debentures, notes or other Company Indebtedness (1) having the right to vote on any matters on which Company Securityholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (2) the value of which is in any way based upon or derived from capital or voting stock of the Company, between are issued or among shareholders, in each case with respect to the transfer or voting of any capital stock of the Company or any of its Subsidiariesoutstanding. (bg) Section 2.2(b) of the The Company Disclosure Schedule sets forth a true and complete list of the names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each of the Company’s has no Subsidiaries. (c) All outstanding shares of capital stock or other equity interests of the Company’s Subsidiaries are owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company free and clear of all Liens, other than Permitted Liens. Other than the Subsidiaries, there are no other corporations, joint ventures, associations or other entities in which the Company or any of its Subsidiaries owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same. Other than the 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 or any of its Subsidiaries a participant in any joint venture or similar arrangement.

Capitalization; Subsidiaries. (a) The authorized As of the date of this Agreement, the total number of shares of all classes of capital stock of which the Company is authorized to issue is 90,087,434 shares, which consists of 37,000,000 shares, 36,000,000 (i) 72,000,000 shares of which are designated as Company Common Stock, 1,000,000 Stock and (ii) 18,087,434 shares of which are designated as Company Series A C Preferred Stock, par value $0.01 per share (the “Preferred Stock”, together with the Common Stock are collectively referred to herein as the “Capital Stock”). As of the date of this Agreement, 9,630,077 there are 42,384,693 shares of Company Common Stock were issued and outstanding, and no 18,087,434 shares of Company Series C Preferred Stock were issued and outstanding, and in each case, held by the Stockholders as set forth in the attached “Capitalization Schedule.” As of the Closing Datedate of this Agreement, no more than 11,237,028 (i) 2,271,035 shares of Company Common Stock plus any shares of Common Stock issuable remained available for issuance pursuant to the Merit Company Equity Plans and (ii) Company Options and no to purchase 8,853,750 shares of Preferred Company Common Stock shall be issued pursuant to the Company Equity Plan were outstanding and outstanding. Other than held by the foregoingCompany Optionholders as set forth on the Capitalization Schedule, there are no other including, with respect to each Company Option, the holder of such Company Option, the date such Company Option was granted, the expiration date, the number of shares of a class or series of Capital Company Common Stock of subject to such Company Option and the Company or any Subsidiary thereof authorized or outstandingapplicable exercise price. All of the issued and outstanding shares of Capital Company Common Stock and Company Series C Preferred Stock have been duly authorized and validly issued and are fully paid paid, nonassessable 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 in compliance with all applicable securities Laws. As of the date hereof, 1,606,951 shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Option Plans, and no shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted outside of the Option Plans and no shares of Common Stock are reserved for issuance upon the exercise of any warrants or similar rights. Section 2.2 The Company has made available to Parent an accurate and complete copy of the Charter Documents of the Company. 32 (b) The attached “Capitalization Schedule” accurately sets forth the authorized and outstanding equity interests of each of the Company’s Subsidiaries and the name and number of equity interests held by each stockholder or member. All of such issued and outstanding equity interests have been duly authorized and validly issued and are fully paid non-assessable (to the extent such concepts are applicable) and free of preemptive or similar rights. No Subsidiary of the Company Disclosure Schedule sets has outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect. (c) Except as may be set forth a correct, true and complete list of each Person who, as of the close of business on the date of this Agreementattached Capitalization Schedule, held an Option under any of the Option Plans or otherwise, indicating with respect to each Option then outstanding, the number of Shares subject to such Option, the grant date and exercise price of such Option, and the vesting schedule and expiration of such Option. The only security issuable upon exercise of outstanding Options is Common Stock. There there are not as of the date hereof, and at the Effective Time there will not be, any subscriptions, no outstanding or authorized options, warrants, convertible securitiesrights, contracts, pledges, calls, rights (including preemptive rights)puts, commitments or any other agreements of any character to which the Company or any of its Subsidiaries is a party, or by 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 right to subscribe for, any shares of its capital stock, or requiring it to give any Person the 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. There are no shareholders’ agreementssubscribe, voting trusts conversion rights or other agreements or understandings commitments to which any of the Company or any of its Subsidiaries is a party or by which it is bound orbinding upon the Company or any of its Subsidiaries that provides for the issuance, disposition or acquisition of any of its equity, income appreciation or any rights or interests exercisable therefor or obligating the Company or any of its Subsidiaries to provide funds to or make any investment (in the knowledge form of a loan, capital contribution, subscription or otherwise) in any other Person. Except as set forth in the CompanyCapitalization Schedule, between there are no outstanding or among shareholdersauthorized equity appreciation, in each case profit, phantom stock or similar rights with respect to the Company or any of its Subsidiaries. Except as may be set forth on the attached Capitalization Schedule or as accrued (but not declared) on the Company Series C Preferred Stock, there are no declared or accrued and unpaid dividends on any of the equity interests in the Company or commitments to issue additional shares of capital stock. Except as set forth on Section 4.5(c) of the Disclosure Schedule, there are no outstanding equityholder or other agreements or obligations (contingent or otherwise) with respect to the voting (including voting trusts and proxies) or sale, redemption, acquisition or transfer or voting of any capital stock equity interests of the Company or any of its Subsidiaries. (b) Section 2.2(b) , other than such rights as are in favor of the Company Disclosure Schedule sets forth a true and complete list or one of the names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each of the Company’s its Subsidiaries. (cd) All outstanding shares of capital stock or With respect to each Company Option and each other equity interests of the Company’s Subsidiaries are owned award granted by the Company or any of its Subsidiaries, (i) each such grant was duly authorized no later than the date on which the grant of such grant was by its terms effective (the “Grant Date”) by all necessary corporate action, and the award agreement governing such grant was duly executed and delivered by each party thereto within a direct or indirect wholly-owned Subsidiary reasonable time following the Grant Date, (ii) each grant was made in compliance in all material respects with all applicable Legal Requirements (including all applicable federal, state and local securities laws) and all of the terms and conditions of the applicable Employee Plan and, each Company free and clear of all Liens, other than Permitted Liens. Other Option has an exercise price that is equal or greater than the Subsidiariesfair market value of the underlying shares of Company Common Stock on the applicable Grant Date, there are (iii) each such grant was properly accounted for in all material respects in accordance with GAAP in the financial statements (including the related notes) of the Company, and (iv) no other corporations, joint ventures, associations modifications have been made to any Company Options following the Grant Date. No offer letter or other entities in which agreement with a current or former employee or other service provider of the Company or any of its Subsidiaries ownscontemplates a grant of, or right to purchase or receive (i) options or other equity awards with respect to the equity of record the Company (or beneficiallyany of its Subsidiaries), or (ii) other securities of the Company or any of its Subsidiaries, that in each case, have not been issued or granted as of the date of this Agreement. The treatment of Company Options under this Agreement, complies in all respects with applicable Legal Requirements and with the terms and conditions of the applicable Employee Plans and the applicable Company Option agreements. (e) Each of the Subsidiaries of the Company are set forth on Section 4.5(e) of the Disclosure Schedule. Except as set forth on Section‎ 4.5(e) of the Disclosure Schedule, the Company holds direct or indirect legal and beneficial title to all of the issued and outstanding equity or interests of its Subsidiaries, free and clear of all Liens (other interest or than Permitted Liens and any right (contingent or otherwise) to acquire transfer restrictions imposed by federal and state securities laws). Except as set forth on the same. Other than the SubsidiariesCapitalization Schedule, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any capital stock or equity interests of any Person. (f) Each of the Company’s Subsidiaries (other than the Material Subsidiaries) (i) is a member corporation or other entity duly organized, validly existing and in good standing under the laws of its state or other jurisdiction of incorporation or organization, (nor ii) has full corporate or other power and authority to carry on its business as it is any part now being conducted and to own and lease the properties and assets it now owns and leases; and (iii) is in good standing and is duly qualified or licensed to do business as a foreign corporation or other entity in each jurisdiction wherein the character of the properties owned by it, or the nature of its business conducted throughmakes such licensing or qualification necessary, except with respect to clause (i) any partnership nor is and clause (iii), where the Company failure to so qualify or any of its Subsidiaries be in good standing would not, individually or in the aggregate, have a participant in any joint venture or similar arrangementMaterial Adverse Effect.

Capitalization; Subsidiaries. (a) The As of the close of business on May 3, 2018 (the “Company Capitalization Date”), the authorized capital stock of the Company consists consisted of 37,000,000 shares100,000,000 Company Ordinary Shares, 36,000,000 shares 59,542,645 of which are designated as Common Stock, 1,000,000 shares were issued and outstanding and 140,632 of which were held by the Company as treasury stock (dormant shares). There are designated 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 765,313 Company Ordinary Shares reserved for issuance under the Company Equity Plans, of which (i) 757,642 Company Ordinary Shares were subject to outstanding Company Options, and (ii) 7,671 Company Ordinary Shares were subject to outstanding Company Restricted Stock Awards. From the close of business on the Company Capitalization Date through the date of this Agreement, the Company has not (A) issued or repurchased any Company Ordinary Shares or any other equity or voting securities or interests in the Company other than issuances or repurchases of Company Ordinary Shares pursuant to the exercise, vesting or settlement, as Series A Preferred Stockapplicable, par value $0.01 per share (of the “Preferred Stock”, together Company Equity Awards outstanding as of the close of business on the Company Capitalization Date in accordance with the Common Stock are collectively referred terms of such Company Equity Awards or (B) issued or granted any Company Equity Awards or any other equity, equity-based or other awards with a value based in whole or in part on the value of the Company Ordinary Shares. (b) All of the issued and outstanding Company Ordinary Shares have been, and all of the Company Ordinary Shares that may be issued pursuant to herein as the “Capital Stock”)Company Equity Awards, the Company Equity Plans or the Company Benefit Plans 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 Company Equity Awards have been granted under and in accordance with the terms of the Company Equity Plans. (c) As of the date of this Agreement, 9,630,077 shares of Common Stock were issued and outstandingother than (i) as set forth in Section 3.2(a), and no shares of Preferred Stock were issued and outstanding, and as (ii) with respect to any Subsidiary of the Closing DateCompany, no more than 11,237,028 any Contract among or between the Company or any of its Subsidiaries or among or between any Subsidiaries of the Company, or (iii) directors’ qualifying shares of Common Stock plus any shares of Common Stock issuable pursuant to the Merit Options and no shares of Preferred Stock shall be issued and outstanding. Other than the foregoingor similar arrangements, there are no (A) existing options, warrants, calls, preemptive rights, subscriptions or other securities or rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind obligating the Company or any of its Subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of a class capital stock or series of Capital Stock other equity or voting securities or other equity interests of the Company or any Subsidiary thereof authorized of its Subsidiaries or outstanding. All of the issued and outstanding securities convertible into or exchangeable for such shares of Capital Stock have been duly authorized and validly issued and are fully paid and nonassessableor other equity or voting securities or other equity interests, 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 obligating the Company and in compliance with all applicable securities Laws. As of the date hereofto grant, 1,606,951 shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Option Plans, and no shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted outside of the Option Plans and no shares of Common Stock are reserved for issuance upon the exercise of any warrants extend or similar rights. Section 2.2 of the Company Disclosure Schedule sets forth a correct, true and complete list of each Person who, as of the close of business on the date of this Agreement, held an Option under any of the Option Plans or otherwise, indicating with respect to each Option then outstanding, the number of Shares subject to enter into such Option, the grant date and exercise price of such Option, and the vesting schedule and expiration of such Option. The only security issuable upon exercise of outstanding Options is Common Stock. There are not as of the date hereof, and at the Effective Time there will not be, any subscriptions, outstanding or authorized options, warrants, calls, preemptive, subscriptions or other securities or rights, restricted stock awards, restricted stock unit awards, convertible securities, callsagreements, rights arrangements or commitments, (including preemptive rights), commitments B) outstanding obligations of the Company or any 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 of 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 of its Subsidiaries, (C) shareholder agreements, voting trusts or similar agreements of with any character Person to which the Company or any of its Subsidiaries is a party, or by which it may be bound, requiring it to issue, transfer, sell, purchase, redeem or acquire any shares party either (1) restricting the transfer of its the capital stock or any securities or rights convertible into, exercisable or exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock, or requiring it to give any Person the 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 other equity or net income voting interests of the Company or any of its Subsidiaries or (2) affecting the voting rights of capital stock or other equity or voting securities or other equity interests of the Company or any of its Subsidiaries or (D) 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 of its Subsidiaries. There are no shareholders’ , or other agreements, voting trusts arrangements or other agreements commitments of any character (contingent or understandings otherwise) to which the Company or any of its Subsidiaries is a party or by which it is bound or, to the knowledge of the Company, between or among shareholdersparty, in each case with respect pursuant to which any Person is entitled to receive any payment from the transfer Company based, in whole or voting in part, on the value of any capital stock or other equity or voting securities or other equity interests of the Company or any of its Subsidiaries. (bd) Section 2.2(b3.2(d) of the Company Disclosure Schedule Letter sets forth a true and complete list list, as of the namesCompany Capitalization Date, jurisdictions of organizationall outstanding Company Equity Awards, including the grant date, exercise price and vesting schedule of each such Company Equity Award, but excluding the names of the holders of such Company Equity Awards. (e) The Company owns, directly or indirectly, all of the issued and outstanding company, partnership, corporate or similar ownership, voting or similar interests in each of its Subsidiaries, free and clear of all Liens (other than Permitted Liens), and jurisdictions of qualification as a foreign entity all company, partnership, corporate or similar ownership, voting or similar interests of each of the Company’s SubsidiariesSubsidiaries are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Section 3.4(d) of the Company Disclosure Letter lists each Subsidiary of the Company and its jurisdiction of organization and the percentage holdings of all issued and outstanding equity securities of its respective shareholders. (cf) All outstanding Except for the direct or indirect Subsidiaries of the Company and investments in marketable securities and cash equivalents, or as would not be material to the Company and its Subsidiaries, taken as a whole, none of the Company nor any of its Subsidiaries (i) owns directly or indirectly any shares of capital stock or other equity interests of the Company’s Subsidiaries are owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company free and clear of all Liens, other than Permitted Liens. Other than the Subsidiaries, there are no other corporations, joint ventures, associations voting securities or other entities in which the Company equity interests, or any securities or obligations convertible into or exchangeable or exercisable for such shares, securities or interests, in any Person or (ii) has any obligation or has made any commitment to acquire any shares of its Subsidiaries owns, of record capital stock or beneficially, any direct or indirect other equity or voting securities or other interest equity interests in any Person or to provide funds to or make any right investment (contingent in the form of a loan, capital contribution or otherwise) to acquire the same. Other than the 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 or any of its Subsidiaries a participant in any joint venture or similar arrangementPerson.

Capitalization; Subsidiaries. (a) The As of the close of business on April 29, 2022 (the “Capitalization Date”), the authorized capital stock of the Company consists of: (i) 100,000,000 shares of 37,000,000 sharesCompany Class A Common Stock, 36,000,000 of which 20,680,326 shares are issued and outstanding (447,971 of which are designated as unvested Company RS Awards); (ii) 33,000,000 shares of Company Class B Common Stock, 1,000,000 of which 19,720,381 shares are issued and outstanding; and (iii) 50,000,000 shares of which are designated as Series A Company Preferred Stock, par value $0.01 per share of which zero (the “Preferred Stock”, together with the Common Stock 0) shares are collectively referred to herein as the “Capital Stock”)issued and outstanding. As of the date of this AgreementCapitalization Date, 9,630,077 6,010,205 shares of Company Common Stock were issued held by the Company in its treasury. (b) As of the Capitalization Date, the Company has outstanding: (i) Company Options to purchase an aggregate of 4,360,000 shares of Company Class A Common Stock; and outstanding(ii) Company RS Awards covering an aggregate of 447,971 shares of Company Class A Common Stock. No Company Options or Company RS Awards relate to shares of Company Class B Common Stock. (c) As of the Capitalization Date, the Company has reserved 3,045,629 shares of Company Class A Common Stock under the Company Stock Plan for future issuance on exercise, vesting or other conversion to Company Class A Common Stock of incentive awards under the Company Stock Plan (excluding shares of Company Class A Common Stock subject to outstanding Company Option and Company RS Awards). All outstanding shares of Company Common Stock have been, and no all shares of Preferred Stock were that may be issued and outstanding, and as of the Closing Date, no more than 11,237,028 shares of Common Stock plus any shares of Common Stock issuable pursuant to the Merit Options and no shares of Preferred Company Stock shall be Plan will be, when issued and outstanding. Other than in accordance with the foregoingrespective terms thereof, there are no other shares of 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, 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 in compliance with all applicable securities Laws. As of the date hereof, 1,606,951 shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Option Plans, and no shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted outside of the Option Plans and no shares of Common Stock are reserved for issuance upon the exercise of any warrants or similar rights. Section 2.2 ‎Section 4.05(c) of the Company Disclosure Schedule sets forth a correct, true and complete list of each Person whoLetter contains, as of the close Capitalization Date, a complete and correct list of business on each outstanding Company Option and Company RS Award, including, as applicable, the holder, the date of grant, the class and number of shares of Company Common Stock subject to such Company Compensatory Award as of the date of this Agreement, held an Option under any the exercise price and expiration date (as applicable) and the vesting schedule. (d) Except as provided in ‎Section 4.05(a) or ‎Section 4.05(b) and for changes since the Capitalization Date resulting from the exercise, vesting or other conversion to Company Class A Common Stock of Company Compensatory Awards outstanding on such date or granted after the date of this Agreement in compliance with the terms hereof, there are no outstanding: (i) shares of capital stock or voting securities of the Option Plans Company; (ii) securities of the Company convertible into or otherwiseexchangeable for shares of capital stock, indicating voting securities or other Equity Securities of the Company; (iii) except as provided in ‎Section 4.05(d) of the Company Disclosure Letter, options or other rights to acquire from the Company, or other 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; or (iv) warrants, puts, calls, phantom equity, profit participation, equity appreciation, stock appreciation or similar rights, Contracts or commitments (including any bonds, debentures, notes or other indebtedness having the right to vote (or convertible into, or exchangeable for, securities having the right to vote)) with respect to the Company or any Equity Securities of the Company. (e) ‎Section 4.05(e) of the Company Disclosure Letter lists each Option then outstanding, Subsidiary of the number of Shares subject to such Option, the grant date and exercise price of such Option, and the vesting schedule and expiration of such Option. The only security issuable upon exercise of outstanding Options is Common Stock. There are not Company as of the date hereof, the ownership interest of the Company in each such Subsidiary and the ownership interest of any other Person or Persons (including any Subsidiary of the Company, as applicable) in each such Subsidiary. (f) All outstanding shares of capital stock of the Subsidiaries of the Company are validly issued, fully paid (to the extent required under the applicable Governing Documents) and nonassessable, and all such shares are owned, directly or indirectly, by the Company free and clear of any Liens (other than Liens to be discharged at the Effective Time there will not be, Closing). No Subsidiary of the Company has or is bound by any outstanding subscriptions, outstanding or authorized options, warrants, convertible securities, calls, commitments, rights (including preemptive rights), commitments agreements or any other agreements of any character to which the Company or any of its Subsidiaries is a party, or by which it may be bound, requiring calling for it to issue, transfer, deliver or sell, purchaseor cause to be issued, redeem delivered or acquire sold any shares of its capital stock Equity Securities or any securities or rights convertible into, exercisable exchangeable for or exchangeable for, or evidencing representing the right to subscribe for, any shares of its capital stock, purchase or requiring it to give any Person the right to otherwise receive any benefit such Equity Security or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements (except, in each case, 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 with the Company or any of its Subsidiaries). There are no shareholders’ agreements, voting trusts or other agreements or understandings to which outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any of its Subsidiaries is a party capital stock or by which it is bound or, other Equity Securities (other than withholding of shares of Class A Common Stock to the knowledge of the Company, between or among shareholders, in each case satisfy applicable Tax withholding obligations with respect to the transfer vesting or voting settlement of Company Compensatory Awards outstanding on the Capitalization Date), and there are no outstanding phantom equity, profit participation, equity appreciation or similar rights with respect to any capital stock Subsidiary of the Company or any of its SubsidiariesCompany. (bg) Section 2.2(b) No dividends or similar distributions have accrued or been declared but are unpaid on any Equity Securities of the Acquired Companies and no Acquired Company Disclosure Schedule sets forth a true and complete list of the names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each of the Company’s Subsidiaries. (c) All outstanding shares of capital stock or other equity interests of the Company’s Subsidiaries are owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company free and clear of all Liens, other than Permitted Liens. Other than the Subsidiaries, there are no other corporations, joint ventures, associations or other entities in which the Company or is subject to any of its Subsidiaries owns, of record or beneficially, any direct or indirect equity or other interest or any right obligation (contingent or otherwise) to acquire pay any dividend or otherwise to make any distribution or payment to any current or former holder of any Equity Securities of the sameAcquired Companies. Other than Except for the SubsidiariesCompany Voting and Support Agreement and as set forth on ‎Section 4.05(g) of the Company Disclosure Letter, neither (i) there are no outstanding obligations, Contracts or commitments of any character relating to any shares of Company Common Stock or other Equity Securities of the Company, including any agreements restricting the transfer of, requiring the registration for sale of, or granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or any similar rights with respect to any shares of Company Common Stock or other Equity Securities and (ii) no Acquired Company is a party to any voting trust, proxy, voting agreement or other similar agreement with respect to the voting of any Equity Securities of the Acquired Companies. Neither the Company nor any of its Subsidiaries is a member of owns any interest or investment (nor is any part of its business conducted throughwhether equity or debt) any partnership nor is the Company or any of its Subsidiaries a participant in any other Person, corporation, partnership, joint venture venture, trust or similar arrangementother entity, other than a Subsidiary of the Company.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 37,000,000 shares, 36,000,000 50,000,000 shares of which are designated as Company Common Stock, 1,000,000 Stock and 15,000,000 shares of which are designated as Series A Company Preferred Stock. As of April 17, 2014 (the “Capitalization Date”), there were outstanding (i) 33,086,786 shares of Company Common Stock (including 2,204,707 shares of Company Restricted Stock), (ii) zero shares of Company Preferred Stock, par value $0.01 per share and (the “Preferred iii) Company Options to purchase an aggregate of 2,533,215 shares of Company Common Stock”, together with the Common Stock are collectively referred to herein as the “Capital Stock”). . (b) As of the date of this AgreementCapitalization Date, 9,630,077 the Company has reserved 2,533,215 shares of Company Common Stock were issued and outstandingfor issuance on exercise, vesting or other conversion to Company Common Stock of Company Options. All outstanding shares of Company Common Stock have been, and no all shares of Preferred Stock were that may be issued and outstanding, and as of the Closing Date, no more than 11,237,028 shares of Common Stock plus any shares of Common Stock issuable pursuant to the Merit Options and no shares of Preferred Company Stock shall be Plans will be, when issued and outstanding. Other than in accordance with the foregoingrespective terms thereof, there are no other shares of 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 in compliance with all applicable securities Laws. As of the date hereof, 1,606,951 shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Option Plans, and no shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted outside of the Option Plans and no shares of Common Stock are reserved for issuance upon the exercise of any warrants or similar rights. Section 2.2 4.05(b) of the Company Disclosure Schedule sets forth a correct, true and complete list of each Person whoLetter contains, as of the close Capitalization Date, a complete and correct list of business on each outstanding Company Option and Company Restricted Stock Award, including the holder, date of grant, the number of shares of Company Common Stock subject to such Company Compensatory Award as of the date of this Agreement, held an Option under any of the Option Plans or otherwise, indicating with respect to each Option then outstanding, exercise price and vesting schedule (including the number of Shares subject to such Option, the grant date vested and exercise price of such Option, and the vesting schedule and expiration of such Option. The only security issuable upon exercise of outstanding Options is Common Stock. There are not unvested shares as of the date hereofof this Agreement). (c) Except as provided in Section 4.05(a) and for changes since the Capitalization Date resulting from (x) the exercise, vesting or other conversion to Company Common Stock of Company Compensatory Awards outstanding on such date or granted after the date of this Agreement in accordance with the terms of this Agreement and (y) the grant of Company Compensatory Awards after the date of this Agreement in accordance with the terms of this Agreement, there are no outstanding (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company, or other 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. (d) There are no outstanding obligations of the Company to repurchase or redeem any of its securities. (e) All outstanding shares of capital stock of the Subsidiaries of the Company are validly issued, fully paid (to the extent required under the applicable governing documents) and nonassessable, and at all such shares are owned, directly or indirectly, by the Effective Time there will not be, Company free and clear of any Liens (other than Permitted Liens). No Subsidiary of the Company has or is bound by any outstanding subscriptions, outstanding or authorized options, warrants, convertible securities, calls, commitments, rights (including preemptive rights), commitments agreements or any other agreements of any character to which the Company or any of its Subsidiaries is a party, or by which it may be bound, requiring calling for it to issue, transfer, deliver or sell, purchaseor cause to be issued, redeem delivered or acquire sold any shares of its capital stock equity securities or any securities or rights convertible into, exercisable exchangeable for or exchangeable for, or evidencing representing the right to subscribe for, any shares of its capital stock, purchase or requiring it to give any Person the right to otherwise receive any benefit such equity security or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements (except, in each case, 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 with the Company or any of its Subsidiaries). There are no shareholders’ outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any of its capital stock or other equity interests. (f) There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or 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 of any the capital stock or equity interests of the Company or any of its Subsidiaries. (b) Section 2.2(b) of the Company Disclosure Schedule sets forth a true and complete list of the names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each of the Company’s Subsidiaries. (c) All outstanding shares of capital stock or other equity interests of the Company’s Subsidiaries are owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company free and clear of all Liens, other than Permitted Liens. Other than the Subsidiaries, there are no other corporations, joint ventures, associations or other entities in which the Company or any of its Subsidiaries owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same. Other than the 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 or any of its Subsidiaries a participant in any joint venture or similar arrangement.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of 37,000,000 shares, 36,000,000 800,000,000 shares of which are designated as Company Common Stock and 5,000,000 shares of Company Preferred Stock. As of October 31, 2016 (the “Capitalization Date”), there were outstanding (i) 402,322,145 shares of Company Common Stock, 1,000,000 (ii) zero shares of which are designated as Series A Company Preferred Stock, par value $0.01 per share (the “Preferred Stock”, together with the iii) Company Options to purchase an aggregate of 7,666,426 shares of Company Common Stock are collectively referred (of which options to herein as purchase an aggregate of 5,374,559 shares of Company Common Stock were exercisable), (iv) 3,051,554 shares of Company Common Stock underlying Company PSU Awards (based on maximum achievement), and (v) 25,864,403 shares of Company Common Stock underlying Company RSU Awards. 24,469,180 shares of Company Common Stock Table of Contents were authorized for issuance pursuant to the “Capital Stock”). As Company ESPP, of which a maximum of 5,995,413 shares of Company Common Stock will be issued with respect to the purchase period in effect under the Company ESPP on the date of this Agreement. (b) As of the Capitalization Date, 9,630,077 the Company has reserved 41,021,082 shares of Company Common Stock were issued and outstandingfor issuance on exercise, vesting or other conversion to Company Common Stock of Company Compensatory Awards. All outstanding shares of Company Common Stock have been, and no all shares of Preferred Stock were that may be issued and outstanding, and as of the Closing Date, no more than 11,237,028 shares of Common Stock plus any shares of Common Stock issuable pursuant to the Merit Options and no shares of Preferred Company Stock shall be Plans will be, when issued and outstanding. Other than in accordance with the foregoingrespective terms thereof, there are no other shares of 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 . There 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 in compliance with all applicable securities Laws. As of the date hereof, 1,606,951 shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Option Plans, and no shares of Company Common Stock that are reserved for issuance upon the exercise of outstanding Options granted outside of the Option Plans and no shares of Common Stock are reserved for issuance upon the exercise of any warrants subject to vesting or similar rightsforfeiture restrictions. Section 2.2 4.05(b) of the Company Disclosure Schedule sets forth a correct, true and complete list of each Person whocontains, as of the close Capitalization Date, a complete and correct list of business on each outstanding Company Option, Company PSU Awards and Company RSU Awards, including, the holder’s name (except for employees of the Acquired Companies at a level below senior director or as prohibited by Applicable Law), the holder’s employee identification number, date of grant, the number of shares of Company Common Stock subject to such Company Compensatory Award as of the date of this Agreement, held an Option under any exercise price, vesting schedule (including the number of vested and unvested shares as of the Option Plans or otherwise, indicating with respect to each Option then outstandingdate of this Agreement), the number of Shares subject to such Option, the grant date shares of Company Common Stock vested and exercise price of such Option, and the vesting schedule and expiration of such Option. The only security issuable upon exercise of outstanding Options is Common Stock. There are not unvested as of the date hereofof this Agreement, whether such Company Compensatory Award is an “incentive stock option” within the meaning of Section 422 of the Code, and at the Effective Time there will not bedate on which such Company Compensatory Award expires and whether the vesting of such Company Compensatory Award shall be subject to any acceleration in connection with the Transaction. (c) Except as provided in Section 4.05(a) and for changes since the Capitalization Date resulting from (w) the exercise, any subscriptionsvesting or other conversion to Company Common Stock of Company Compensatory Awards outstanding on such date or granted after the date of this Agreement in accordance with the terms of this Agreement, outstanding or authorized options(x) the grant of Company Compensatory Awards after the date of this Agreement in accordance with the terms of this Agreement, warrants, convertible securities, calls, rights (including preemptive rights), commitments or any other agreements y) the right of employees of any character Acquired Company to which purchase shares of Company Common Stock pursuant to the Company or any ESPP, and (z) conversion of its Subsidiaries is a partythe Notes and exercise of the Warrants, or by 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 right to subscribe for, any shares of its capital stock, or requiring it to give any Person the right to receive any benefit or rights similar to any rights enjoyed by or accruing to the holders of its there are no outstanding (i) shares of capital stock or any rights to participate in voting securities of the equity Company, (ii) securities of the Company convertible into or net income exchangeable for shares of capital stock or voting securities of the Company or any of its Subsidiaries. There are no shareholders’ agreements, voting trusts (iii) options or other agreements or understandings rights to which the Company or any of its Subsidiaries is a party or by which it is bound or, to the knowledge of acquire from the Company, between or among shareholders, in each case with respect to the transfer or voting of any capital stock other obligation of the Company to issue, any capital stock, voting securities or any securities convertible into or exchangeable for capital stock or voting securities of its Subsidiariesthe Company (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”). (bd) Section 2.2(bAll outstanding shares of Company Common Stock have been issued and granted in compliance with (i) of the Company Disclosure Schedule sets all applicable securities laws and other Applicable Laws and (ii) all requirements set forth a true and complete list of the names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each in applicable Contracts. (e) All shares of the Company’s Subsidiariescapital stock that the Company has repurchased, redeemed or otherwise reacquired were reacquired in compliance with (i) the applicable Table of Contents provisions of the DGCL and all other Applicable Law and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. Other than obligations to settle or repurchase the Warrants, Notes and the 4.625% Senior Notes due 2023 issued pursuant to the Indenture, dated January 22, 2013, among the Company, the guarantors party thereto and Xxxxx Fargo Bank, National Association, there are no outstanding obligations of the Company to repurchase or redeem any of its securities. (cf) All outstanding shares of capital stock or other equity interests of the Company’s Subsidiaries are owned by of the Company or a direct or indirect wholly-owned are validly issued, fully paid (to the extent required under the applicable governing documents), nonassessable, and free and clear of any Liens (other than Permitted Liens). There are no outstanding contractual obligations of any Subsidiary of the Company free and clear to repurchase, redeem or otherwise acquire any of all Liensits capital stock or other equity interests. (g) All outstanding shares of capital stock of the Subsidiaries of the Company are owned, directly or indirectly, by the Company. No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements (except, in each case, to or with an Acquired Company). (h) None of the Acquired Companies has agreed or is obligated to, directly or indirectly, make any future investment in or capital contribution or advance to any Person, other than Permitted Liens. Other than any investments or capital contributions solely among the Subsidiaries, there are no other corporations, joint ventures, associations or other entities Acquired Companies in which the Company or any ordinary course of its Subsidiaries owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same. Other than the 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 or any of its Subsidiaries a participant in any joint venture or similar arrangementbusiness.

Capitalization; Subsidiaries. (a) The authorized capital stock of the Company consists of: an unlimited number of 37,000,000 shares, 36,000,000 shares of which are designated as Company Common StockShares and an unlimited number of preferred shares issuable in series, 1,000,000 shares of which are designated as Series A only Company Preferred Stock, par value $0.01 per share (the “Preferred Stock”, together with the Common Stock are collectively referred to herein as the “Capital Stock”)Shares have been designated. As of the date of this Agreement, 9,630,077 there were outstanding 219,388,400 Common Shares, 240,000,000, Company Preferred Shares, Company Options to purchase an aggregate of 12,772,600 shares of Company Common Stock Shares (of which options to purchase an aggregate of 12,772,600 shares of Company Common Shares were issued exercisable), Company Warrants to purchase an aggregate of 49,837,750 Company Common Shares and outstandingGoldcorp Warrants to purchase an aggregate of 13,636,500 Company Common Shares. Each share of Company Preferred Shares is convertible into one share of Company Common Shares. (b) As of the date of this Agreement, the Company has reserved 76,246,850 Company Common Shares for issuance on exercise of Company Options, Goldcorp Warrants and Company Warrants. All outstanding shares of Company Share Capital have been, and no all shares of Preferred Stock were that may be issued and outstanding, and as of the Closing Date, no more than 11,237,028 shares of Common Stock plus any shares of Common Stock issuable pursuant to the Merit Options and no shares Company Option Plans or on exercise of Preferred Stock shall be Company Warrants or Goldcorp Warrants will be, when issued and outstanding. Other than in accordance with the foregoingrespective terms thereof, there are no other shares of 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 nonassessablenon-assessable. Except as disclosed in Section 4.05(a), and there 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 in compliance with all applicable securities Laws. As of the date hereof, 1,606,951 shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Option Plans, and no shares of Common Stock are reserved for issuance upon the exercise of outstanding Options granted outside of the Option Plans and no shares of Common Stock are reserved for issuance upon the exercise of any warrants Company Share Capital that remain subject to vesting or similar rightsforfeiture restrictions. Section 2.2 4.05(b).1 of the Company Disclosure Schedule sets forth contains a correct, true complete and complete correct list of each Person whooutstanding Company Option, including the holder, date of grant, the number of shares of Company Share Capital subject to such Company Options at the time of grant, the number of shares of Company Share Capital subject to such Company Option as of the close of business on the date of this Agreement, held an Option under any of the Option Plans or otherwiseexercise price, indicating with respect to each Option then outstanding, vesting schedule (including the number of Shares subject to such Option, the grant date vested and exercise price of such Option, and the vesting schedule and expiration of such Option. The only security issuable upon exercise of outstanding Options is Common Stock. There are not unvested shares as of the date hereof, and at the Effective Time there will not be, any subscriptions, outstanding or authorized options, warrants, convertible securities, calls, rights (including preemptive rightsof this Agreement), commitments the date on which such Company Option expires and whether the vesting of such Company Option shall be subject to any acceleration in connection with the Arrangement or any other agreements transactions contemplated by this Agreement. Section 4.05(b).2 of any character to which the Company Disclosure Schedule contains a complete and correct list of each Warrant held as of the date of this Agreement, including the holder, the number and kind of Warrants, the exercise price per Warrant, and the date of expiry for each such Warrant. There are no United States employees of the Company. (c) Except as set forth in this Section 4.05 and for changes since the date of this Agreement resulting from the exercise of Company Options, Goldcorp Warrants and/or Company Warrants outstanding on such date, there are no outstanding: (i) shares of capital stock or any voting securities of its Subsidiaries is a partythe Company; (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company; or (iii) options or other rights to acquire from the Company, or by which it may be bound, requiring it other obligation of the Company to issue, transferany capital stock, sellvoting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (d) All outstanding Company Common Shares, purchaseCompany Preferred Shares, redeem Company Options, Goldcorp Warrants and Company Warrants have been issued and granted in compliance with: (i) all applicable Securities Laws and other Applicable Laws; and (ii) all requirements set forth in applicable Contracts. (e) The Company has never repurchased, redeemed or acquire otherwise reacquired any shares of its capital stock and there are no outstanding rights or any securities or rights convertible into, exercisable or exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock, or requiring it to give any Person the 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 obligations of the Company to repurchase or redeem any of its Subsidiaries. There are no shareholders’ agreements, voting trusts or other agreements or understandings to which the Company or 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 of any capital stock of the Company or any of its Subsidiariessecurities. (b) Section 2.2(b) of the Company Disclosure Schedule sets forth a true and complete list of the names, jurisdictions of organization, and jurisdictions of qualification as a foreign entity of each of the Company’s Subsidiaries. (c) All outstanding shares of capital stock or other equity interests of the Company’s Subsidiaries are owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company free and clear of all Liens, other than Permitted Liens. Other than the Subsidiaries, there are no other corporations, joint ventures, associations or other entities in which the Company or any of its Subsidiaries owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same. Other than the 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 or any of its Subsidiaries a participant in any joint venture or similar arrangement.