Common use of Capitalization Clause in Contracts

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26, 2016, (i) 28,746,664 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securities.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 400,000,000 shares of Company Common Stock Stock, 20,000,000 shares of Class B common stock of the Company and 10,000,000 shares of Class F common stock of the Company, each with a par value of $0.0001 per share and 10,000,000 shares of preferred stock of the Company (“Company Preferred Stock”), including 55,000 shares of Series A Redeemable Convertible Preferred Stock (“Series A Preferred Stock”) and 22,050 shares of Series B Redeemable Convertible Preferred Stock. At the close As of business on July 26June 21, 20162022 (“Company Capitalization Date”), (i) 28,746,664 shares of Company Common Stock there were issued and outstanding; outstanding (iiA) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 77,060,612 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (vB) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 19,610 shares of Company Common Series A Preferred Stock, and outstanding (C) Company RSU Awards DSUs with respect to 1,813,980 an aggregate of 2,052,474 shares of Company Stock. From such date until the date hereof, neither all of which were issued under the Company nor any of its Subsidiaries has issued any LTIP, and (ii) 5,414,193 shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any Company Stock are reserved under the Company LTIP. All the outstanding shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have beenStock are, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (reserved for issuance as described above shall be, when issued in accordance with the respective terms thereof), duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and are free of preemptive rights. (b) Section 4.5(b) of the Company Disclosure Letter, sets forth a true and complete list, of (i) each Company Equity Award, (ii) the name of the Company Equity Award holder, (iii) the number of shares of Company Stock underlying each Company Equity Award, (iv) in the case of any Pool A Performance Award or Pool B Performance Award, the Accumulated Cash Award Value, (v) the date on which the Company Equity Award was granted (vi) the vesting schedule with respect to the Company Equity Award, including any right of acceleration of such vesting schedule, (vii) the exercise price of each Company Equity Award, if applicable, and (viii) the expiration date of each Company Equity Award, if applicable. The Company LTIP permits the treatment of Company Equity Awards described in Article III. (c) Section 4.2(a4.5(c) of the Company Disclosure Letter contains sets forth a true, correct true and complete list, as of (i) each Warrant, (ii) the name of the date hereofWarrant holder, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, (iii) the number of shares of Company Common Stock subject underlying such Warrant and (iv) the exercise price of such Warrant. (d) Section 4.5(d) of the Company Disclosure Letter sets forth a true and complete list of (i) each Equity Linked Convertible Note, (ii) the name of the Equity Linked Convertible Note holder, (iii) the amount outstanding under such Equity Linked Convertible Note and (iv) the conversion price of such Equity Linked Convertible Note. (e) Except (w) as set forth in Section 4.5(e) of the Company Disclosure Letter, (x) for any awards issued pursuant to such the Company Stock Award, LTIP after the date of grantthis Agreement in accordance with the terms of this Agreement (all of which will be set forth on an updated Company Disclosure Letter delivered five (5) Business Days prior to the Closing and which otherwise will comply with the last sentence of Section 4.5(a)), (y) for any shares of Company Stock issued upon the exercise or purchase price and expiration thereof. Except for of any Company Equity Award, in each case, that were outstanding on the Company Stock AwardsCapitalization Date or subsequently granted under the Company LTIP or otherwise in accordance with the terms of this Agreement and (z) the Warrants and the Equity Linked Convertible Notes, there are on the date hereof no issued, reserved for issuance or outstanding (Ai) shares of capital stock or other voting securities of or other ownership interests in the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities of or other ownership interests in the Company, (Biii) options, warrants, calls, pre-emptive rights, subscriptions, rights options or other agreements or commitments requiring rights to acquire from the Company to issueCompany, or other obligations obligation of the Company to issue, any shares of capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or other voting securities of or other ownership interests in) in the Company or (oriv) restricted shares, in each casestock appreciation rights, the economic equivalent thereof)performance units, (C) obligations of restricted stock units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by the Company to grantor any of its Subsidiaries that are derivative of, extend or enter into provide economic benefits based, directly or indirectly, on the value or price of, any subscription, warrant, right, convertible or exchangeable security shares of capital stock or other similar agreement or commitment relating to any capital stock, voting securities of or other ownership interests in the Company (the items in clauses (A), i) through (Biv) and (C), together with the capital stock of the Company, being referred to collectively as the “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws). (bf) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, and neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of maintains an employee stock purchase plan. Neither the Company or any other Person. There are not outstanding obligations to which the Company or nor any of its Subsidiaries is a party restricting to any voting trust, proxy, voting agreement or other similar agreement with respect to the transfer ofvoting of any Company Securities. All outstanding shares of capital stock of the Company have been, and all shares that may be issued pursuant to any equity compensation plan or arrangement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. No Subsidiary of the Company owns any shares of capital stock of the Company or any Company Securities. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (whether on an as-converted basis or otherwise) (or convertible into, or limiting exchangeable for, securities having the exercise right to vote) on any matters on which stockholders of voting rights with respect to, any Subsidiaries Securitiesthe Company may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 50,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of Company Preferred Stockpreferred stock of the Company. At As of the close of business on July 26October 9, 20162023 (the “Specified Date”), (i) 28,746,664 19,353,641 shares of Company Common Stock (including Company Restricted Stock) were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of preferred stock of the Company were issued and outstanding, and (iii) no shares of Company Common Stock were issued held in treasury. (b) As of the close of business on the Specified Date, (i) 2,000 shares of Company Common Stock were issuable with respect to outstanding Company Options with a weighted average exercise price of $6.98 per share of Company Common Stock, and outstanding; (ii) no 598,054 shares of Company Preferred Common Stock were issued issuable in respect of outstanding RSU Awards (assuming a target level of performance under performance-based awards and outstanding; full vesting of time-based awards) and Restricted Stock Awards (iii) 4,826,402 Company Shares were held by assuming a target level of performance under performance-based awards). As of the close of business on the Specified Date, the Company in its treasury; had no Shares reserved for issuance, except for (ivA) an aggregate of 4,390,772 the shares of Company Stock were reserved for issuance pursuant to the outstanding awards Company Options, Restricted Stock Awards and rights under RSU Awards described in clauses (i) and (ii), (B) an additional 424,513 Shares reserved for additional grants of Company Options, Restricted Stock Awards and RSU Awards pursuant to the Company Stock Plans and (vC) under 1,080,574 Shares reserved for issuance pursuant to the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rightsPurchase Plan. Section 4.2(a3.02(b) of the Company Disclosure Letter contains sets forth a true, correct true and complete list, as of the date hereofclose of business on the Specified Date, of all Company Stock Awards, indicating as applicable, (x) with respect to each Company Stock Award then outstandingRSU Award, of (A) the type name and holder of Company Stock Award grantedsuch RSU Award, (B) the number of shares of Company Common Stock underlying such RSU Award (assuming, with respect to any RSU Award that is subject to such Company Stock Awardvesting based on the achievement of performance goals, the date achievement of grant, exercise or purchase price target performance goals) and expiration thereof. Except for the Company Stock Awards, there are on (C) the date hereof no outstanding on which such RSU Award was granted, (y) with respect to each Company Option, of (A) securities the name and holder of the such Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the CompanyOption, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the number of shares of Company to issue, or other obligations of the Common Stock underlying such Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof)Option, (C) obligations of the Company to grant, extend type (incentive or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (Bnonqualified) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect toprice per share, any Subsidiaries Securities.and

Capitalization. (a) The authorized share capital stock of the Company consists of 200,000,000 $1,630,185.83 divided into 1,076,416,910 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stockpar value $0.015144558 each. At the close of business on July 26August 24, 20162018 (the “Capitalization Date”), (i) 28,746,664 shares of 59,692,594 Company Common Stock Shares were issued and outstanding; , (ii) no shares of Company Preferred Stock 11,000,000 5.95% Preference Shares were issued and outstanding; , (iii) 4,826,402 10,000,000 5.625% Preference Shares were issued and outstanding, (iv) no Company Shares were held by the Company in as treasury shares or held by its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and Subsidiaries, (v) under the 847,153 Company Stock Plans, there Shares were outstanding Company Options to purchase 2,576,792 shares issuable in respect of Company Common Stock, and outstanding Company RSU Awards with respect and Company Performance Units, measured at the target level of performance and (vi) 286,919 Company Shares were subject to 1,813,980 shares Company Phantom Share awards measured at target level of performance (which Company Phantom Share awards are, by their terms, settled solely in cash). The number of Company Stock. From Shares that could be acquired with accumulated payroll deductions under the Company ESPP at the close of business on the purchase date for any offering period in effect as of the date of this Agreement (assuming (A) the market price of a Company Share as of the close of business on the business day immediately preceding such date until is equal to the Merger Consideration, (B) such date represents the last day of the current offering period, and (C) payroll deductions continue at the current rate) does not exceed 75,858 Company Shares. Since the Capitalization Date through the date hereofof this Agreement, other than in connection with the vesting, settlement, or exercise of Company Awards outstanding on the Capitalization Date and included in the second sentence of this Section 4.02(a) or the issuance of Company Share Purchase Plan Awards included in the immediately preceding sentence, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards Company Securities. (b) Except as set forth in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereofSection 4.02(a), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awardsthis Agreement, there are on were (i) no issued and outstanding Company Shares or other equity or voting interests in the date hereof Company, (ii) no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock Company Shares or other equity or voting securities or ownership interests in the Company, (Biii) no outstanding options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of commitments or agreements to acquire from the Company, or that obligate the Company to issue, any capital stock, voting securities Company Shares or other ownership equity or voting interests in (in, or any securities convertible into or exchangeable for capital stock Company Shares or other equity or voting securities or other ownership interests in) in the Company (or, in each case, the economic equivalent thereof)Company, (Civ) no obligations of the Company to grant, extend extend, or enter into any subscription, warrant, right, convertible or exchangeable security security, or other similar agreement or commitment relating to any capital stockCompany Shares, voting securities or other ownership equity or voting interests in in, the Company (collectively, “Company Rights” and the items in clauses (Ai), (Bii), (iii) and (C), together with the capital stock of the Company, iv) being referred to collectively to, collectively, as “Company Securities”) or and (Dv) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Company Securities or dividends paid thereon. Other than in connection with the shares of Company Common Stock. There are Awards outstanding on the date hereof Capitalization Date and included in the second sentence of Section 4.02(a) or Company Share Purchase Plan Awards included in the third sentence of Section 4.02(a), there are no outstanding obligations agreements or instruments of any kind that obligate the Company or any of its Subsidiaries to purchaserepurchase, redeem redeem, or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights Securities (or convertible into securities having such rights) with respect to obligate the Company to grant, extend, or enter into any such agreements relating to any Company Subsidiary issued and outstanding. There are no (iSecurities) voting trusts or other agreements or understandings to which that grant from the Company or any of its Subsidiaries is a party with respect to the voting any preemptive rights, subscription rights, anti-dilutive rights, rights of capital stock of the Company first refusal, or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies similar rights with respect to any such sharesCompany Securities. There are no outstanding With respect to each Company Award, Section 4.02(b) of the Company Disclosure Letter sets forth (i) securities the name of the holder of such Company Award, (ii) the type of award, (iii) the number of Company Shares subject to such Company Award, (iv) the grant date of such Company Award, (v) the vesting schedule applicable to such Company Award, and (vi) the Company Share Plan under which such Company Award was granted. Except as described in this Section 4.02, no direct or indirect Subsidiary of the Company owns any Company Securities. None of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments Company is a party to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stockshareholders’ agreement, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Companytrust agreement, (iii) obligations of the Company or any of its Subsidiaries to grantregistration rights agreement, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment understanding relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company Securities or any of its Subsidiaries other agreement relating to make the disposition, voting, or dividends with respect to any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the issued and outstanding shares of capital stock of the Subsidiaries of the Company Shares have been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights. Except There are no accrued or unpaid dividends or dividend equivalent rights with respect to any Company Shares, Company Performance Units, or Company RSU Awards, except for Subsidiary Securitiesthe Per Share Accrued Dividend Equivalents. (c) The Company Shares, neither the 5.95% Preference Shares, and the 5.625% Preference Shares constitute the only issued and outstanding classes of equity securities of the Company nor any of and its Subsidiaries owns registered under the Exchange Act. (d) Section 4.02(d) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of the name and jurisdiction of incorporation or organization of each Subsidiary of the Company. All of the issued and outstanding shares, share capital or shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company (except for directors’ qualifying shares or the like) are owned, directly or indirectly any equity interests in any Personindirectly, beneficially and of record, by the Company, free and clear of all Liens and material transfer restrictions, except for such Liens and transfer restrictions of general applicability as may be provided under the Securities Act, other applicable securities Laws, or has Insurance Laws (including any obligation restriction on the right to acquire any such equity interestsvote, sell, or otherwise dispose of such shares, share capital, shares of capital stock, or other equity or voting interests). Each issued and outstanding share, share capital, or share of capital stock of each Subsidiary of the Company that is held, directly or indirectly, by the Company is duly authorized, validly issued, fully paid, nonassessable, and free of preemptive rights, and there are no subscriptions, options, warrants, rights, calls, contracts, or other commitments, understandings, restrictions, or arrangements relating to provide funds to the issuance, acquisition, redemption, repurchase, or make sale of any investment (in the form shares, share capital, or shares of a loan, capital contribution stock or otherwise) in other equity or voting interests of any Subsidiary of the Company Company, including any right of conversion or exchange under any outstanding security, instrument or agreement, and agreement granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal, or similar rights (to Persons other Person. There are not outstanding obligations to which than the Company or any Subsidiary of its the Company) with respect to any securities of any Subsidiary of the Company. None of the Subsidiaries is a party restricting of the transfer Company has any outstanding equity compensation plans relating to the share capital of, or limiting the exercise of other equity or voting rights with respect tointerests in, any Subsidiaries SecuritiesSubsidiary of the Company.

Capitalization. (a) The authorized share capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 shares of common stock, par value $0.10 per share, of the Company Preferred (the “Company Common Stock. At ”). (b) As of May 23, 2024 (the close of business on July 26, 2016, “Capitalization Date”): (i) 28,746,664 1,759,954 shares of Company Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive (or similar) rights; (ii) 1,659,999 shares of Company Common Stock were held in the treasury of the Company; (iii) no shares of Company Preferred Common Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasurySubsidiaries; (iv) an aggregate of 4,390,772 11,029 shares of Company Common Stock were reserved for future issuance pursuant to outstanding awards and rights under in connection with the Company Stock Plans and (v) of which 9,785 shares of Company Common Stock were subject to outstanding Company RSUs under the Company Stock Plans, there including 1,808 Director DSUs and 1,778 Company PSUs (assuming satisfaction of any market- or performance-based conditions at target); and (v) 1,244 Company RSUs, none of which were Company PSUs or Director DSUs, were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither other than under the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockStock Plans. All of Shares subject to issuance as aforesaid, upon issuance on the outstanding Company Shares have been, terms and all shares of Company Common Stock that may be issued conditions specified in the instruments pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards which they are issuable, will be (when issued in accordance with the terms thereof)duly authorized, duly authorized and validly issued and are issued, fully paid and nonassessable and are free of preemptive (or similar) rights. Section 4.2(a. (c) of the The Company Disclosure Letter contains has previously provided a true, correct true and complete list, as of the date hereofCapitalization Date, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such or denominated by each outstanding Company Stock AwardRSU, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities name of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each caseholder, the economic equivalent thereofgrant date, the vesting schedule (including acceleration provisions), (C) obligations of the Company to grant, extend whether settled in cash or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock, whether settled on a current or deferred basis, whether subject to equity or liability accounting treatment under applicable accounting principles, and the Company Stock Plan pursuant to which such Company RSU was granted (if applicable). There are on Since the Capitalization Date through the date hereof no outstanding obligations of hereof, the Company has not granted any Company RSUs or any of its Subsidiaries to purchase, redeem or otherwise acquire other equity incentive awards (whether under any Company Securities. Stock Plan or otherwise). (d) There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) with respect to the Company or of any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock member of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the Group issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable reserved for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Companyissuance. There are no outstanding obligations under Contract or otherwise of any member of the Company or any of its Subsidiaries Group to purchaserepurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All Equity Interests of the outstanding shares of capital stock of the Subsidiaries any member of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of Group or any other person, or granting any preemptive rights. Except for Subsidiary Securities, neither subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Equity Interests of any member of the Company nor Group or any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interestsother person, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary member of the Company Group or any other Personperson. There are not outstanding obligations to which None of the Company or nor any other member of its Subsidiaries the Company Group is a party restricting the transfer ofto any stockholders’ agreement, voting trust agreement or limiting the exercise of registration rights agreement relating to any Equity Interests or any other Contract relating to disposition, voting rights or dividends with respect toto any Equity Interests. (e) There are no Equity Interests or outstanding equity awards of the Company obligating the Company to issue, sell or grant any Subsidiaries SecuritiesEquity Interests of any member of the Company Group.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares 25,000,000 shares, $0.01 par value per share, of Company Common Stock and 10,000,000 shares shares, $0.01 par value per share, of preferred stock (the "Company Preferred Stock"). At As of the close date of business on July 26, 2016, this Agreement: (i) 28,746,664 10,715,119 shares of Company Common Stock were issued and outstanding; , and no shares of Company Preferred Stock were issued or outstanding, (ii) no shares of Company Common Stock were reserved for issuance except that (A) 1,579,337 shares of Company Common Stock have been reserved for issuance pursuant to the 1994 Company Stock Option and Incentive Plan, of which 1,082,334 may be issued in the future upon the exercise of options currently outstanding and (B) 526,813 shares of Company Common Stock have been reserved for issuance pursuant to the 1994 Company Employee Stock Purchase Plan, of which 19,037 shares are estimated to be the number of shares of Company Common Stock which will be issued pursuant to contributions by employees of the Company under the 1994 Company Employee Stock Purchase Plan during calendar year 1997, and (C) 31,857 shares of Company Common Stock have been reserved for issuance at par value on or about September 30, 1997 pursuant to an employment agreement with a former employee, (iii) no shares of Company Preferred Stock were issued reserved for issuance and outstanding; (iiiiv) 4,826,402 242,185 shares of Company Shares Common Stock were held by the Company in its treasury; (iv) an aggregate . All of 4,390,772 shares of Company Stock were reserved for issuance pursuant to the issued and outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common StockStock have been duly authorized and are validly issued, fully paid, and nonassessable. Except as indicated hereinabove, there are no outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereofor authorized options, neither warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company nor or any of its Subsidiaries has issued any shares of its capital stockSubsidiary thereof to issue, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stocksell, or granted otherwise cause to become outstanding any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company SecuritiesSubsidiary thereof. There are no bondsoutstanding or authorized stock appreciation, debenturesphantom stock, notes profit participation, or other indebtedness having voting similar rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect Subsidiaries. After giving effect to the voting of capital stock of transactions contemplated by the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loanShare Exchange and Termination Agreement, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company are wholly owned directly or indirectly by the Company and have been duly authorized and are validly issued and are issued, fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securitiesnonassessable.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 30,000,000 shares of Company Common Stock and 10,000,000 1,000,000 shares of preferred stock, no par value, of the Company (the “Company Preferred Stock”). At As of the close of business on July 26March 1, 20162012 (the “Capitalization Date”), (i) 28,746,664 there were 16,859,825 shares of Company Common Stock were issued and outstanding; outstanding (ii) no shares of which includes 103,500 Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereofRestricted Shares), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of 541,650 shares of Company Common Stock subject to such outstanding Company Stock Award, Options and 42,750 shares of Series A Company Preferred Stock outstanding. Since the Capitalization Date and through the date of grantthis Agreement, exercise or purchase price except in connection with this Agreement and expiration thereof. Except for the Company Stock Awardstransactions contemplated hereby, there are on the date hereof no outstanding (A) securities and as set forth in Section 3.3 of the Company convertible into Disclosure Schedule, the Company has not (1) issued or exchangeable for authorized the issuance of any shares of capital stock Company Common Stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issuePreferred Stock, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable or exercisable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock or Company Preferred Stock, (2) reserved for issuance any shares of Company Common Stock or Company Preferred Stock or (3) repurchased or redeemed, or authorized the repurchase or redemption of, any shares of Company Common Stock or Company Preferred Stock. There are As of the close of business on the date hereof no outstanding obligations Capitalization Date, other than in respect of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership shares of Common Stock reserved for issuance in connection with any stock option or any other equity interest incentive plan in respect of which an aggregate of no more than 854,111 shares of Common Stock have been reserved for issuance and an additional 799,170 shares reserved for issuance under the Stock Purchase Plan, no shares of Company Common Stock or such SubsidiaryCompany Preferred Stock were reserved for issuance. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company Common Stock or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company Preferred Stock have been duly authorized and validly issued and are fully paid and nonassessable nonassessable, and are free have been issued in compliance with all federal and state securities laws, and were not issued in violation of or subject to any preemptive rightsrights or other rights to subscribe for or purchase securities. Except for Subsidiary SecuritiesNo bonds, neither debentures, notes or other indebtedness having the right to vote on any matters on which the shareholders of the Company nor may vote (“Voting Debt”) are issued and outstanding. As of the date of this Agreement, except (A) pursuant to any cashless exercise provisions of its Subsidiaries owns directly any Company stock options or indirectly pursuant to the surrender of shares to the Company or the withholding of shares by the Company to cover tax withholding obligations under the Benefit Plans, (B) the warrant to purchase up to 1,623,418 shares of Company Common Stock sold by the Company to the Treasury pursuant to that certain Letter Agreement and Securities Purchase Agreement dated as of December 5, 2008 (the “Treasury Warrant”) or (C) as set forth elsewhere in this Section 3.3 or on the Company Disclosure Schedule, the Company does not have and is not bound by any equity interests in outstanding subscriptions, options, calls, commitments or agreements of any Personcharacter calling for the purchase or issuance of, or has securities or rights convertible into or exchangeable for, any obligation to acquire shares of Company Common Stock or Company Preferred Stock or any such other equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary securities of the Company or Voting Debt or any other Person. There are not outstanding obligations securities representing the right to which purchase or otherwise receive any shares of capital stock of the Company (including any rights plan or any agreement). Section 3.3 of its Subsidiaries is the Company Disclosure Schedule sets forth a party restricting table listing the transfer of, or limiting outstanding series of trust preferred and subordinated debt securities of the exercise of voting rights Company and the Bank and certain information with respect tothereto, any Subsidiaries Securitiesincluding the holders of such securities as of the date of this Agreement if known to the Company, and all such information is accurate and complete to the Knowledge of the Company and the Bank.

Capitalization. (a) The authorized capital stock of the Company as of the date of this Agreement consists of 200,000,000 Shares and 5,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (“Company Preferred Stock”). At The rights and privileges of each class of the close Company’s capital stock are as set forth in the Company’s certificate of business on incorporation. As of July 2623, 20162009, (i) 28,746,664 shares of Company Common Stock 17,187,791 Shares were issued and outstanding; outstanding and (ii) no shares of Company Preferred Stock were issued and or outstanding; . (iiib) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a3.3(b) of the Company Disclosure Letter contains Schedule includes a true, correct and complete list, as of the date hereofof this Agreement, of all (i) each outstanding Company Option, including the name of the applicable holder, the Company Stock AwardsPlan under which each Company Option is granted, the grant date, the applicable vesting schedule, the expiration date, the exercise price, and whether any option is an incentive stock option, (ii) the total number of Shares reserved for future issuance under each Company Stock Plan, and (iii) each grant of Shares that are subject to repurchase by the Company or forfeiture (such shares, “Restricted Shares”), including the name of the applicable holder, the Company Stock Plan under which such Restricted Shares were issued, the issue date, the applicable vesting schedule and the repurchase price relating to each grant of Restricted Shares, if any. The Company Stock Plans (including all amendments) have been duly approved by the Company’s stockholders to the extent required by applicable Law, stock exchange rule or the terms of such Company Stock Plan. The Company has made available to the Parent complete and accurate copies of all (x) Company Stock Plans, (y) forms of stock option agreements evidencing Company Options and (z) forms of agreements evidencing Restricted Shares. (c) Section 3.3(c) of the Company Disclosure Schedule includes a list, as of the date of this Agreement, of each outstanding Company Warrant, including the name of the applicable holder, the agreement or other document under which such Company Warrants were granted and sets forth a complete and accurate list of all holders of Company Warrants indicating as applicable, with respect the number of Shares subject to each Company Stock Award then outstandingWarrant, and the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Awardexercise price, the date of grantgrant and the expiration date thereof. (d) Except as set forth in Section 3.3(a) of this Agreement or Section 3.3(b), exercise Section 3.3(c) or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (ASection 3.3(d) securities of the Company convertible Disclosure Schedule, (i) there are not as of the date of this Agreement, and at the Acceptance Time there will not be, any equity securities of any class of the Company, or any security exchangeable into or exchangeable exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) there are not as of the date of this Agreement, and at the Acceptance Time there will not be, any options, warrants, equity securities, calls, rights, commitments or agreements to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound obligating the Company or any Company Subsidiary to issue, exchange, transfer, deliver, sell or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, or any capital stock, voting securities security or other ownership interests in (or securities rights convertible into or exchangeable or exercisable for capital stock any such shares or other equity or voting securities interests, or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by obligating the Company or any of its Subsidiaries Company Subsidiary to make grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any payments such option, warrant, equity security, call, right, commitment or agreement, other than the Top-Up Option. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. None of the Company, the Company Subsidiaries, or to the Company’s knowledge, any Affiliate of the Company, is a party to or is bound by any agreement with respect to the voting (including proxies) or sale or transfer of any shares of capital stock or other equity or voting interests of the Company. Except as contemplated by this Agreement and except to the extent arising pursuant to applicable state takeover or similar Laws, there are no registration rights, and there is no rights agreement, “poison pill” anti-takeover plan or other similar agreement to which the Company or any Company Subsidiary is bound with respect to any securities of the Company. (e) All outstanding Shares are, and all Shares subject to issuance as specified in Section 3.3(b) above, upon issuance on the price terms and conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessable and not subject to or value issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the shares DGCL, the Company’s certificate of incorporation or bylaws or any agreement to which the Company Common Stock. is bound. (f) There are on the date hereof no outstanding obligations obligations, contingent or otherwise, of the Company or any of its Subsidiaries Company Subsidiary to purchaserepurchase, redeem or otherwise acquire any Shares or the capital stock of the Company Securitiesor any Company Subsidiary. There are The Company has no outstanding bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect that have the right to the Company or vote on any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to matters on which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsstockholders may vote. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securities.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 300,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, par value $0.00001 per share (“Company Preferred Stock”). At As of June 15, 2015 (the close of business on July 26, 2016“Company Capitalization Date”), (ii)(A) 28,746,664 25,938,955 shares of Company Common Stock were issued and outstanding; outstanding (including any Company Restricted Share Awards), (B) no shares of Company Common Stock were held in treasury and (C) no shares of Company Common Stock were held by the Company Subsidiaries, (ii) 5,499,681 shares of Company Common Stock were reserved for issuance pursuant to the Company Equity Plans, of which amount 4,362,635 shares of Company Common Stock are issuable upon the exercise of outstanding Company Stock Options, (iii) 99,357 shares of Company Common Stock were issuable upon the settlement of outstanding Company RSU Award, and (iv) no shares of Company Preferred Stock were issued and or outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 . 681,844 shares of Company Common Stock were reserved authorized for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under ESPP. All the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have beenStock are, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof), duly authorized and authorized, validly issued and are issued, fully paid and nonassessable non-assessable and are free of preemptive pre-emptive rights. All issued and outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Company Permitted Liens. Section 4.2(a3.2(a) of the Company Disclosure Letter contains a true, correct sets forth an accurate and complete list, list of all Company Equity Awards outstanding as of the date hereofCompany Capitalization Date, specifying, on a holder-by-holder basis, (i) the name of all Company Stock Awardseach holder, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, (ii) the number of shares of Company Common Stock subject to each such Company Stock Equity Award, (iii) the grant date of each such Company Equity Award, (iv) the year of vesting of each such Company Equity Award or the number of exercisable and unexercisable options underlying such Company Equity Award, in either case, to the extent applicable, and (v) the exercise price for each such Company Equity Award, to the extent applicable. (b) Except as set forth in Section 3.2(a) above, as of the date of grant, exercise or purchase price and expiration thereof. Except for this Agreement: (i) the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for does not have any shares of capital stock issued or voting securities outstanding other than the shares of Company Common Stock that were outstanding on the Company Capitalization Date or ownership interests that have become outstanding after the Company Capitalization Date but were reserved for issuance as set forth in Section 3.2(a) above as of the CompanyCompany Capitalization Date and (ii) there are no outstanding subscriptions, (B) options, warrants, puts, calls, pre-emptive exchangeable or convertible securities or other similar rights, subscriptions, rights or other agreements or commitments requiring relating to the issuance of capital stock or other equity interests to which the Company to issue, or other obligations any of the Company Subsidiaries is a party or otherwise obligating the Company or any of the Company Subsidiaries to (A) issue, transfer or sell any shares in the capital stock, voting securities or other ownership equity interests in (of the Company or any Company Subsidiary or securities convertible into or exchangeable for capital stock such shares or voting securities or equity interests (in each case other ownership interests in) than to the Company (or, in each case, the economic equivalent thereof), (C) obligations or a wholly owned Subsidiary of the Company to Company); (B) grant, extend or enter into any such subscription, option, warrant, rightput, call, exchangeable or convertible or exchangeable security securities or other similar right, agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and commitment; (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes such shares in its capital or other indebtedness having voting rights equity interests; (or convertible into securities having such rightsD) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any provide a material amount of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to to, or make any material investment (in the form of a loan, capital contribution or otherwise) in in, any Company Subsidiary that is not wholly owned or any other Person or (E) make any payment to any Person the value of which is derived from or calculated based on the value of the Company Common Stock or Company Preferred Stock. Between the Company Capitalization Date and the date of this Agreement, the Company has not granted any equity or equity-based award to any of the directors, employees or independent contractors of the Company or any Company Subsidiaries. (c) With respect to each grant of its Subsidiaries Company Equity Awards, each such grant was made in exchange accordance with the terms of the applicable Company Equity Plan, the Exchange Act and all other applicable Laws, in each case, in all material respects, including the rules of the NASDAQ. (d) Neither the Company nor any Company Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for ownership securities having the right to vote) with the stockholders of Common Stock the Company or any Company Subsidiary on any matter. (e) There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of the capital stock or other equity interest in of the Company or such any Company Subsidiary. All outstanding securities . (f) Each Company Subsidiary and its jurisdiction of organization is identified in Section 3.2(f) of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) Disclosure Letter. The Company or another a Company Subsidiary owns, directly or indirectly, all of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of the CompanyCompany Subsidiary, free and clear of any Lien (preemptive rights and any Liens other than Company Permitted Liens), and there are no proxies with respect to any all of such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership equity interests in any Subsidiary of the Companyare duly authorized, (ii) optionsvalidly issued, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securitiesequity interests in the Company Subsidiaries, neither the Company nor any of its the Company Subsidiaries owns owns, directly or indirectly indirectly, any equity interests interest in any PersonPerson (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for or measured by reference to, any equity interest in any person). Neither the Company nor any of the Company Subsidiaries has any obligation to acquire any such equity interestsinterest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect toin, any Subsidiaries SecuritiesPerson.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 145,000,000 shares of common stock of the Company, par value $0.01 per share (the “Company Common Stock”), and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). The rights and privileges of the Company Common Stock and 10,000,000 shares of the Company Preferred StockStock are as set forth in the Company’s certificate of incorporation as currently in effect. At the close of business on July 26December 30, 2016, 2020 (ithe “Capitalization Date”): (A) 28,746,664 53,822,535 shares of Company Common Stock were issued and outstanding; (iiB) no an aggregate of 1,044,100 shares of Company Common Stock were subject to outstanding Company RSU Awards; (C) an aggregate of 1,252,266 shares of Company Common Stock were subject to outstanding Company PSU Awards (assuming maximum achievement); (D) an aggregate of 699,297 shares of Company Common Stock were reserved by the Company for issuance under the ESPP; and (E) zero shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by . Since the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until Capitalization Date through the date hereof, other than vesting of Company Equity Awards pursuant to the existing terms of such awards, neither the Company nor any of its Subsidiaries has issued (1) issued, delivered, sold, announced, pledged, transferred, subjected to any shares Lien or granted or otherwise encumbered or disposed of its capital stockany Company Securities or incurred any obligation to make any payments to any Person based on the price or value of any Company Securities or (2) established a record date for, has granted declared, set aside for payment or paid any optionsdividend on, restricted stock, stock appreciation rights, warrants or rights or entered into made any other agreements or commitments to issue any shares of its capital stock, or granted any other awards distribution in respect of of, any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be Securities. (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(ab) Part 4.05(b) of the Company Disclosure Letter contains a true, correct and complete listSchedule sets forth, as of the date hereofclose of business on the Capitalization Date, a complete and correct list of (i) all outstanding Company Stock RSU Awards, indicating as applicable, with respect to each Company Stock Award then outstandingincluding the respective name of the holder, the type of Company Stock Award grantedgrant date, the vesting schedule, terms and conditions, the number of shares of Company Common Stock subject to each Company RSU Award and the distribution dates for such shares and (ii) all outstanding Company Stock AwardPSU Awards, including the respective name of the holder, the grant date, the vesting schedule, terms and conditions, the performance period, and the maximum number of shares of Company Common Stock subject to each Company PSU Award. (c) Except as set forth in this Section 4.05, and for changes since the Capitalization Date resulting from settlement of Company Equity Awards outstanding on such date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awardsgranted thereafter as permitted under Section 6.01(b)(iii), there are on the date hereof no outstanding (Ai) shares of capital stock or voting securities or other Equity Interests of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in other Equity Interests of the Company, (Biii) options, warrants, calls, pre-emptive rights, subscriptions, warrants or other rights or other agreements or commitments requiring arrangements to acquire from the Company to issueCompany, or other obligations or commitments of the Company to issue, transfer, dispose or sell any capital stock, stock or other voting securities or other ownership interests in (Equity Interests in, or any securities convertible into or exchangeable for capital stock or other voting securities or other ownership interests Equity Interests in) the Company (or, in each case, the economic equivalent thereof)Company, (Civ) obligations of restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the Company to grantvalue or price of, extend or enter into any subscriptioncapital stock of, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in Equity Interests in, the Company (the items in clauses (A), (Bi)-(iv) and (C), together with the capital stock of the Company, being referred to collectively as the “Company Securities”), (v) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchasevoting trusts, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes proxies or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other similar agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in by which the Company or any of its Subsidiaries in exchange for ownership is bound with respect to the disposition or voting of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries or (vi) contractual obligations or commitments of any character restricting the transfer of, or requiring the registration for sale of, any Company Securities or any securities of the Company’s Subsidiaries. Neither the Company nor any of its Subsidiaries have issued any bonds, debentures, notes or other indebtedness (x) having the right to vote on any matters on which stockholders or equityholders of the Company or any of its Subsidiaries may vote (or which is convertible into into, or exchangeable for shares for, securities having such right), or (y) the value of which is directly based upon or derived from the capital stock or other stock, voting securities or ownership interests in any Subsidiary other Equity Interests of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, . There are no outstanding obligations or obligations commitments of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any outstanding Subsidiary Securitiesof the Company Securities except for acquisitions of shares of Company Common Stock by the Company as satisfaction of the applicable exercise price and/or withholding taxes pursuant to the terms of Company Equity Awards or in accordance with the existing terms of the ESPP. All Company Equity Awards and rights under the ESPP were granted in accordance with the applicable Company Stock Plans, the ESPP, all Applicable Laws, and all applicable securities exchange rules. All Company Equity Awards are evidenced by written award agreements, in each case, substantially in the forms that have been Made Available to Parent. No Subsidiary of the Company owns any Company Securities. (d) All outstanding shares of capital stock of the Subsidiaries of Company Common Stock have been, and all shares that may be issued pursuant to the Company have been Stock Plan or the ESPP, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are (or, in the case of shares that have not yet been issued, will be) fully paid and paid, nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither and were not issued in violation of and are not subject to any right of rescission or right of first refusal, and have been offered, issued, sold and delivered by the Company nor any in compliance with all requirements of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesApplicable Law.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 175,000 shares of preferred stock (the “Company Preferred Stock”). At the close of business on July 26October 22, 20162015, (ia) 28,746,664 79,354,828 shares of Company Common Stock were issued and outstanding; , (iib) no shares of Company Preferred Stock were issued and outstanding; , (iiic) 4,826,402 Company Shares were held by the Company in its treasury; (iv) RSUs with respect to an aggregate of 4,390,772 59,769 shares of Company Common Stock were reserved for issuance pursuant issued and outstanding (including shares of Company Common Stock issuable in respect of dividends declared through such date), and (d) Company Performance Share Awards with respect to outstanding awards an aggregate of 500,478 shares of Company Common Stock based on achievement of applicable performance criteria at target level were issued and rights under outstanding. From October 22, 2015 through the date of this Agreement, the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 has not issued any shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Preferred Stock. From such date until the date hereof, neither the Company nor RSUs, Company Performance Share Awards or any of its Subsidiaries has issued any other Equity Securities. (b) All outstanding shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have beenCommon Stock are, and all shares of Company Common Stock that may be issued pursuant to upon the exercise of outstanding Company Stock Awards or vesting settlement of Company RSU RSUs and Company Performance Share Awards will be (be, when issued in accordance with the terms thereof)issued, duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and are free of not subject to, or issued in violation of, any preemptive rightsright. Except as set forth in (x) Section 4.2(a3.2(b) of the Company Disclosure Letter contains a trueSchedule, correct and complete list(y) in Section 3.2(a), or (z) pursuant to the terms of this Agreement, as of the date hereof, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of all the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, (i) any capital stock of the Company or any Subsidiary of the Company or any securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company or any Subsidiary of the Company or (ii) any warrants, calls, options or other rights to acquire from the Company or any Subsidiary of the Company, or any other obligation of the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Subsidiary of the Company (the foregoing clauses (i) and (ii), collectively, “Equity Securities”). Except pursuant to the Company Stock AwardsPlan, indicating as applicablethere are not any outstanding obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any Equity Securities. There is no outstanding Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. (c) Section 3.2(c) of the Company Disclosure Schedule sets forth a complete and accurate list of the following information with respect to each Company Stock RSU and each Company Performance Share Award then outstanding, outstanding as of the type date of this Agreement: (i) the name of the holder of each Company Stock Award granted, RSU or Company Performance Share Award; (ii) the number of shares of Company Common Stock subject to each such Company Stock RSU or Company Performance Share Award, with the number of such shares subject to Company Performance Share Awards listed at both target and maximum levels; (iii) the grant date of grant, exercise each such Company RSU or purchase price Company Performance Share Award and expiration thereof. Except for (iv) the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings Plan pursuant to which the each such Company RSU or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsPerformance Share Award was granted. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securities.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares (i) 750,000,000 Shares, of Company Common Stock and 10,000,000 shares which, as of Company Preferred Stock. At the close of business on July 26August 20, 20162015 (the “Measurement Date”), 120,071,870 Shares were issued and outstanding (including Company Restricted Shares), (iii) 28,746,664 10,000,000 shares of Company Common Stock preferred stock, no par value, of which, as of the Measurement Date, no shares were issued and outstanding; , and (iiiii) no 10,000,000 shares of Company Preferred Stock Class A junior participating preferred stock, no par value, of which, as of the Measurement Date, no shares were issued and outstanding; outstanding (iii) 4,826,402 collectively, the “Company Capital Stock”). As of the Measurement Date, 216,523 Shares were held by in the Company in its Company’s treasury; (iv) an aggregate . As of 4,390,772 shares of Company Stock the Measurement Date, 3,661,996 Shares were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) Omnibus Performance Incentive Plan, no Shares were reserved for issuance under the Company Stock PlansLong-Term Incentive Plan, there 363,675 Shares were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither reserved for issuance under the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockESPP and 2,031,307 Shares were reserved for issuance under the Company DRIP. All of the issued and outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights. Section 4.2(a. (b) of the The Company Disclosure Letter contains a true, correct has provided Parent with an accurate and complete list, as list of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, outstanding as of the type of Measurement Date pursuant to the Company Equity Incentive Plans. All outstanding Company Stock Award grantedAwards were granted under a Company Equity Incentive Plan and are evidenced by award agreements, in each case in all material respects in the number of shares of forms made available by the Company Common Stock subject to Parent, and no award agreement contains terms that are inconsistent with or in addition to such Company Stock Award, forms in any material respect. From the Measurement Date until the date of grantthis Agreement, exercise or purchase price and expiration thereof. Except for the Company has not issued any Shares or Company Stock Awards, there are on the date hereof no outstanding (A) Awards or other equity securities of the Company convertible into or exchangeable for shares any securities representing the right to purchase or otherwise receive any Shares (other than in connection with (i) the exercise or settlement of capital stock Company Stock Awards or voting securities ESPP Purchase Rights granted prior to the Measurement Date or ownership interests (ii) the issuance of Shares under the Company DRIP). (c) Except pursuant to this Agreement, the Company Equity Incentive Plans, the Company ESPP, the Company DRIP or as set forth in this Section 3.2, the CompanyCompany does not have and is not bound by any outstanding subscriptions, (B) options, warrants, calls, pre-emptive rightscommitments or agreements of any character calling for the purchase, subscriptions, rights issuance or other agreements or commitments requiring the Company to issue, or other obligations registration of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company Shares or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations other equity securities of the Company or any of its Subsidiaries securities representing the right to purchase, redeem purchase or otherwise acquire receive any Company Securities. Shares. (d) There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect the right to the Company or vote on any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to matters on which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock shareholders of the Company may vote that are issued or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities as of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsdate of this Agreement. (be) The Company or another All of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock or other equity ownership interests of each Company Subsidiary of that are owned by the Company, directly or indirectly, are owned free and clear of any Lien Liens (other than Permitted Lienstransfer restrictions under applicable federal and state securities Laws), and there are no proxies with respect to any all of such shares. There are no outstanding (i) securities of the Company shares or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or equity ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights. Except No Company Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for Subsidiary Securities, neither the Company nor purchase or issuance of any shares of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company stock or any other Personequity security of such Company Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Company Subsidiary. There are not no outstanding obligations (other than those under applicable securities Laws) to which the Company or any of its Subsidiaries Company Subsidiary is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesEquity Interest in any Company Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 100,000,000 shares of Company Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share, (“Company Preferred Stock”). At As of the close of business on July 26March 27, 2016, 2015 (ithe “Capitalization Date”): (A) 28,746,664 20,874,966 shares of Company Common Stock were issued and outstanding; (iiB) no shares of Company Preferred Stock were issued and or outstanding; (iiiC) 4,826,402 96,712 shares of Company Shares Common Stock were held by the Company in its treasury; (ivD) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 3,108,274 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all ; (E) 386,570 shares of Company Common Stock that may be issued were subject to issuance pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be RSUs (when issued in accordance with which includes the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the maximum number of shares of Company Common Stock subject deliverable under Company RSUs with vesting based upon performance criteria); (F) 1,004,247 shares of Company Common Stock were reserved for future issuance under the Stock Plans. Such issued and outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to such any Stock Plan or as contemplated or permitted by this Agreement will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, or in the case of shares that have not yet been issued, will be, fully paid and nonassessable and free of preemptive rights. The Company has made available to Parent or its counsel accurate and complete copies of the Stock Award, Plans. The Stock Plans are the date of grant, exercise only plans or purchase price and expiration thereof. Except for programs the Company Stock Awardsor any Company Subsidiaries has maintained under which stock options, there restricted shares, restricted share units, performance shares or other compensatory equity or equity-based awards have been granted and remain outstanding or may be granted. There are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other contractual obligations of the Company of any kind to issueredeem, purchase or otherwise acquire any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations outstanding shares of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by . Other than the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There , there are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (Indebtedness or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects having the right to vote (or, other than the outstanding Company Equity Awards, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Neither the Company nor any Company Subsidiary is a party to any voting agreement with all applicable respect to any Company securities laws, including the Securities Act and “blue sky” lawsor securities of any wholly-owned Company Subsidiary. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted LiensExcept as set forth in Section 3.2(a), and there are no proxies with respect to any such shares. There are no outstanding (i) securities as of the Company or any of its Subsidiaries convertible into or exchangeable for Capitalization Date, no shares of capital stock or other voting securities or ownership interests in any Subsidiary of the CompanyCompany are issued, reserved for issuance or outstanding, (ii) there is no stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities, and (iii) there are no outstanding securities, options, restricted stockbonds, debentures, notes, warrants, rights calls, rights, commitments, agreements, arrangements or other agreements undertakings of any kind (whether or commitments not currently exercisable) to acquire from which the Company or any of its Subsidiaries, the Company Subsidiaries is a party or obligations by which any of them is bound obligating the Company or any of its the Company Subsidiaries to issue, any capital stockdeliver or sell, voting securities or other ownership interests in (cause to be issued, delivered or securities convertible into or exchangeable for sold, additional shares of capital stock or other voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations Company or of any of the Company Subsidiaries or obligating the Company or any of its the Company Subsidiaries to issue, grant, extend or enter into any subscriptionsuch security, option, warrant, call, right, convertible commitment, agreement, arrangement or exchangeable security or other similar agreement or commitment relating undertaking. The Company beneficially owns the Settlement Shares and Clal does not have the right to tender any capital stock, voting securities or other ownership interests in any Subsidiary of the Company Settlement Shares in the Offer (and Purchaser shall not be required to accept for payment and pay for any of the items Settlement Shares in clauses (i), (ii) and (iii), together connection with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesOffer).

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 50,000,000 shares of Company Common Stock and 10,000,000 2,500,000 shares of undesignated stock, no par value per share, of the Company Preferred (“Undesignated Stock”). At the close of business on July 26October 8, 20162010, (i) 28,746,664 11,133,221 shares of Company Common Stock were issued and outstanding; outstanding (of which 148,676 Shares were subject to RSAs credited to participants under their accounts under the Company Stock Plans), (ii) no 478,728.77 shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Common Stock were reserved for future issuance pursuant under the Company Stock Plans (of which 463,287 shares of Company Common Stock were subject to outstanding awards and rights Options granted under the Company Stock Plans and (v) 13,441.77 Shares were subject to DSAs credited to participants under their accounts under the Company Stock Plans), there were outstanding Company Options to purchase 2,576,792 and (iii) no shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has Undesignated Stock were issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockoutstanding. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), been duly authorized and validly issued and are fully paid paid, non-assessable and nonassessable and are free of preemptive rights. Since October 8, 2010, the Company has not issued any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, other than pursuant to Options, RSAs and DSAs referred to above that are outstanding as of the date of this Agreement and are set forth in Section 4.2(a3.2(a) of the Company Disclosure Letter contains Schedule (together with the applicable exercise prices relating thereto as of the date of this Agreement and, to the extent permitted to comply with applicable Plan requirements and consistent with past practice, estimated adjusted exercise prices after giving effect to the payment of the Contingent Dividend) or that are hereafter issued without violation of Section 5.1 hereof. (b) Exhibit 21 to the Latest 10-K sets forth a true, correct and complete list, as list of all Subsidiaries of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, Company. All the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock of, or voting securities other equity interests in, each Subsidiary of the Company have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights, and are owned directly or indirectly by the Company free and clear of Liens. Other than the Subsidiaries of the Company set forth in Exhibit 21 to the Latest 10-K, (i) the Company does not have any Subsidiary or any equity or ownership interests interest (or any interest convertible or exchangeable or exercisable for, any equity or ownership interest), whether direct or indirect, in any Person, and (ii) the CompanyCompany is not obligated to make nor is it bound by any agreement or obligation to make any investment in or capital contribution in or on behalf of any other Person. (c) Except as described in Section 3.2(a), (B) there are no stock appreciation rights, options, warrants, calls, pre-emptive rights, subscriptionscommitments, conversion privileges or preemptive or other rights or other agreements outstanding to purchase or commitments requiring the Company to issue, or other obligations otherwise acquire any shares of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes securities or other indebtedness having voting rights (or debt convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of exchangeable for capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of obligating the Company or any of its Subsidiaries to grant, extend or enter into any subscriptionsuch option, warrant, call, right, convertible commitment, conversion privilege or exchangeable security preemptive or other similar agreement right or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securitiesagreement.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 90,000,000 Shares and 15,000,000 shares of Company Common Stock and 10,000,000 preferred stock. As of December 14, 2010 there were outstanding 38,688,190 Shares (of which an aggregate of 100,000 represent shares issuable upon the vesting of Company Preferred Stock. At the close of business on July 26Restricted Stock Units), 2016, (i) 28,746,664 shares of Company Common Stock were issued and outstanding; (ii) no shares of preferred stock, Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) Options to purchase an aggregate of 4,390,772 shares 6,332,614 Shares (of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options which options to purchase 2,576,792 shares an aggregate of 5,464,893 Shares were exercisable) and no Company Common Stock, and Performance Units. All outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All stock of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the upon exercise of outstanding Company Stock Awards or vesting of Company RSU Awards Options will be (be, when issued in accordance with the respective terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) 4.05 of the Company Disclosure Letter Schedule contains a true, correct and complete list, as list of the date hereof, of all (i) each outstanding Company Stock AwardsOption, indicating as applicableincluding the holder, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise price, number of Shares subject thereto and the number of such Shares that have vested and (ii) all outstanding Company Restricted Shares, including with respect to each such share or purchase price unit, the holder, date of grant and expiration thereof. number vested, and such list is complete and accurate in all material respects. (b) Except for the Company’s obligations under the Rights Agreement and the Company Rights issued pursuant thereto, except as set forth in this Section 4.05 and for changes since December 14, 2010 resulting from the exercise of Company Stock AwardsOptions outstanding on such date, the issuance of shares pursuant to Company Restricted Stock Units and the issuance of shares pursuant to the Company 401(k) Plan, there are on the date hereof no outstanding (Ai) securities of the Company convertible into or exchangeable for shares of capital stock of or other voting securities or ownership interests in the Company, Company or (Bii) options, warrants, calls, pre-emptive rights, subscriptions, rights options or other agreements or commitments requiring rights to acquire from the Company to issueCompany, or other obligations obligation of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Companyin, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), ) and (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as the “Subsidiary Company Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company). There are no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and Securities. (c) None of (i) the Shares or (ii) Company Securities are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in owned by any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (a) 300,000,000 shares of Company Common Stock and (b) 10,000,000 shares of preferred stock, par value $.01 per share (the "Company Preferred Stock"). At As of the close of business on July 26, 2016date hereof, (i) 28,746,664 35,704,665 shares of Company Common Stock were issued and outstanding; outstanding (plus any shares issued upon exercise of Company Stock Options since February 11, 2000), all of which are validly issued, fully paid and nonassessable and (ii) 5,268,463 shares of Company Common Stock are held in the treasury of the Company. As of the date of this Agreement, no shares of the Company Preferred Stock were issued and outstanding; (iii) 4,826,402 . The Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any no other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock authorized, issued or has splitoutstanding. (b) As of February 11, combined2000, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all (i) 17,779,543 shares of Company Common Stock that may be issued were subject to issuance pursuant to the exercise of outstanding Company Stock Awards or vesting Options, (ii) 170,911 shares of Company RSU Awards will be Common Stock were subject to issuance pursuant to outstanding Company Warrants and (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free iii) 138,354 securities convertible into 2,305,900 shares of preemptive rightsCompany Common Stock were outstanding. Section 4.2(a) of the The Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicablesets forth, with respect to the Company Stock Options outstanding as of February 11, 2000, the aggregate number of shares of Company Common Stock subject to Company Stock Options under each Company Stock Award then outstanding, Option Plan and the type weighted average exercise price of such Company Stock Award grantedOptions. The Company Disclosure Letter also lists the names of all individuals or entities who own Company Warrants, together with the number of shares of Company Common Stock subject to such Company Warrants and the exercise prices of such Company Warrants. No options, warrants or other rights to acquire shares of Company Common Stock Awardhave been granted from February 11, 2000 to the date of grant, exercise or purchase price and expiration thereof. this Agreement. (c) Except for (i) Company Stock Options granted pursuant to the Company Stock AwardsOption Plans, (ii) stock options granted pursuant to the CareInsite stock option plans and arrangements described in Section 2.04 of the CareInsite Merger Agreement, and (iii) the Company Warrants, there are on no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the date hereof no outstanding (A) securities issued or unissued capital stock of the Company convertible into or exchangeable for any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issueof, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership equity interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the Company Subsidiary. All shares of Company Common StockStock subject to issuance as aforesaid, 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 nonassessable. There are on the date hereof no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to purchaserepurchase, redeem or otherwise acquire any shares of Company SecuritiesCommon Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to outstanding contractual obligations of the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to to, or make any investment (in the form of a loan, capital contribution or otherwise) in in, any Company Subsidiary, other than a Company Subsidiary that is wholly owned by the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any and other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not . (d) On a fully exercised and converted to Company Common Stock basis, the number of shares of Company Common Stock outstanding obligations to which on the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securitiesdate hereof would be 55,961,019.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of (i) 30,000,000 Company Common Stock Shares and 10,000,000 (ii) 2,000,000 shares of Company Preferred Stock. At As of the close of business on July 26February 29, 2016, 2012 (ithe “Capitalization Date”): (A) 28,746,664 shares of 10,696,473 Company Common Stock Shares were issued and outstanding; , (iiB) no shares of Company Preferred Stock were issued and outstanding; outstanding and (iiiC) 4,826,402 no shares of Company Shares Capital Stock were held by the Company as treasury shares. All outstanding Company Shares are validly issued, fully paid, nonassessable and free of any preemptive rights. Since the Capitalization Date, and except as otherwise issued after the execution of this Agreement in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under compliance with Section 6.2, the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has not issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any Company Capital Stock other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued than pursuant to the exercise of outstanding Company Options granted under a Company Stock Awards or vesting of Company RSU Awards will be Plan. (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. b) Section 4.2(a4.4(b)(i) of the Company Disclosure Letter contains a true, correct and complete listSchedule specifies with respect to each outstanding Company Option, as of the close of business on the Capitalization Date, the name of the holder of such option, the number of Company Shares issuable upon the exercise of such option, the exercise price of such option, the date hereofon which such option was granted, the extent unvested and vested on the Capitalization Date, and whether such option is intended to qualify as an incentive stock option as defined in Section 422 of all the Code. Section 4.4(b)(ii) of the Company Stock Awards, indicating as applicable, Disclosure Schedule specifies with respect to each outstanding award of Company Stock Award then outstandingRestricted Stock, as of the close of business on the Capitalization Date, the type name of Company Stock Award grantedthe holder of such award, the number of shares of Company Common Restricted Stock subject to held by such holder, the repurchase price of such Company Stock AwardRestricted Stock, the date on which such Company Restricted Stock was purchased or granted, and the extent to which such Company right of grantrepurchase or forfeiture has lapsed as of such date. As of the Capitalization Date, exercise or purchase price and expiration thereof. Except 678,221 Company Shares were reserved for future issuance pursuant to stock awards not yet granted under the Company Stock AwardsPlans and, since such date, and except as otherwise issued after the execution of this Agreement in compliance with Section 6.2, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, other than as permitted by Section 6.2(b). True, correct and complete copies of the standard equity award agreements under the Company Stock Plans and each agreement for each Company Option and/or Company Restricted Stock that does not conform to the standard equity award agreements under the Company Stock Plans have been delivered or made available by the Company to Parent. No Company Options or Company Restricted Stock have been granted or are outstanding except under and pursuant to a Company Stock Plan. (c) Except as set forth in this Section 4.4, there are on the date hereof (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (Aii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting securities or ownership interests in interest in, the Company, (Biii) no outstanding options, warrants, calls, pre-emptive rights, subscriptions, rights or other commitments or agreements or commitments requiring to acquire from the Company to issueCompany, or other obligations of that obligates the Company to issue, any capital stockstock of, voting securities or other ownership interests in (equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting securities or other ownership interests interest in) the Company (or, in each case, the economic equivalent thereof)Company, (Civ) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stockstock of, voting securities or other ownership interests in equity or voting interest (including any voting debt) in, the Company (the items in clauses (Ai), (Bii), (iii) and (Civ), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (Dv) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common StockSecurities. There are on the date hereof no outstanding obligations Contracts of any kind that obligate the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights . (or convertible into securities having such rightsd) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (iExcept as set forth in Section 4.4(d) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary SecuritiesDisclosure Schedule, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting to any Contract which by its terms restricts the transfer of or voting of, requires registration of, or limiting the exercise grants any preemptive rights, anti-dilutive rights or rights of voting first refusal or similar rights with respect to, any Subsidiaries Securitiessecurities of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of 100,000,000 Company Common Stock Shares and 10,000,000 1,000,000 shares of Company Preferred Stock. At As of the close of business on July 26October 28, 20162022 (the “Capitalization Date”), (i) 28,746,664 shares of 45,097,340 Company Common Stock Shares were issued and outstanding; , (ii) no shares of Company Preferred Stock were issued and outstanding; outstanding and (iii) 4,826,402 3,327,821 Company Shares were held by the Company in its treasury; (iv) an aggregate . From the Capitalization Date to the execution of 4,390,772 shares of this Agreement, the Company Stock were reserved for issuance has not issued any Company Shares except pursuant to outstanding awards and the exercise of the purchase rights under the Company Stock Plans and (v) under ESPP, the Company Stock Plans, there were outstanding exercise of Company Options to purchase 2,576,792 shares or the settlement of Company Common Stock, and outstanding Company RSU Awards or Company PSU Awards outstanding as of the Capitalization Date in accordance with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stocktheir terms. All of the outstanding Company Shares Shares, (i) have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), been duly authorized and validly issued and issued, (ii) are fully paid and nonassessable and (iii) are free of any preemptive rightsrights or any similar right created by applicable Law, the organizational documents of the Company or any agreement to which the Company is a party or otherwise bound. (b) As of the close of business on the Capitalization Date, (i) 576,703 Company Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Stock Plan, (ii) 268,298 Company Shares were subject to issuance pursuant to Company RSU Awards granted and outstanding under the Company Stock Plan, (iii) 232,608 and 348,036 Company Shares were subject to issuance pursuant to Company PSU Awards granted and outstanding under the Company Stock Plan (assuming each of target and maximum achievement of all performance goals), (iv) 2,562,504 Company Shares were reserved for future issuance under the Company Stock Plan and (v) 4,631 Company Shares could be acquired with accumulated payroll deductions under the Company ESPP (assuming that the market price of a Company Share is equal to the Offer Price). Section 4.2(a4.2(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all the name of each holder of Company Stock Equity Awards, indicating as the number of Company Shares subject to each outstanding Company Equity Award (assuming, if applicable, the target and maximum achievement of all performance goals) held by such holder, the grant or issuance date of each such Company Equity Award, the exercise price, whether each Company Option is intended to be an “incentive stock option” (as defined in Section 422 of the Code) and the expiration date of each Company Option (the “Company Equity Award Schedule”). The Company shall provide Parent with an updated Company Equity Award Schedule within three (3) Business Days prior to the anticipated Closing to reflect any changes occurring between the Capitalization Date and the applicable date of delivery. With respect to each Company Stock Award then outstandingOption, the type per share exercise price was equal to the fair market value (within the meaning of Section 409A of the Code) of a Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, Share on the date of grant, exercise or purchase price grant and expiration thereofeach Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies. Each Company Equity Award and the Company ESPP may by its terms be treated at the Effective Time as set forth in Section 3.7. (c) Except for the Company Stock AwardsEquity Awards set forth in Section 4.2(b) above, there are on the date hereof no outstanding (Ai) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (Bii) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (in, or securities convertible into or exchangeable for or with a value that is linked to (including any “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based units or any other similar interests), capital stock or voting securities or other ownership interests in) in the Company (or, in each case, the economic equivalent thereof), (Ciii) obligations of requiring the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (Ai), (Bii) and (Ciii), together with the shares of capital stock of the Company, being referred to collectively as “Company Securities”) or (Div) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. Shares. (d) There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such SubsidiaryCompany. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities lawsLaws, including the Securities Act and “blue sky” lawsLaws. (be) The Company or another of its Subsidiaries is the record and beneficial owner of all of the issued and outstanding shares of capital stock of of, or other equity or voting interests in, each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), which shares (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable and (iii) are free of any preemptive rights or any similar right created by applicable Law, the organizational documents of any applicable Subsidiary or any agreement to which the Company or any Subsidiary is a party or otherwise bound, and there are no irrevocable proxies with respect to any such shares. There are no outstanding (i) securities As of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any date hereof, with respect to each Subsidiary of the Company, (ii) there are no securities, options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiariesobligations, or obligations in each case, of the Company or any of its Subsidiaries to issuetype described in clauses (i), any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests inii) any Subsidiary of the Company, and (iii) obligations of the definition of Company or any of its Subsidiaries to grantSecurities, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating with respect to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Company, the “Subsidiary Securities, neither ”). (f) Neither the Company nor any of its Subsidiaries owns directly has outstanding bonds, debentures, notes or indirectly other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the Company Stockholders on any matter. (g) No Company Shares (or other equity interests in or ownership interests, including any Person, security or has any obligation to acquire other Contract convertible into or exchangeable for any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwiseownership interest) in are held by any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesCompany.

Capitalization. (a) The authorized registered (authorized) share capital stock of the Company consists of 200,000,000 shares NIS 18,000,000 divided into 90,000,000 Company Shares, nominal value NIS 0.20 per share. As of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26January 24, 2016, 2020 (the “Company Capitalization Date”): (i) 28,746,664 shares of (A) 55,493,258 Company Common Stock Shares were issued and outstanding; , (iiB) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; treasury (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans dormant shares), and (vC) under no Company Shares were held by Subsidiaries of the Company; and (ii) 3,168,979 Company Stock Plans, there Shares were subject to outstanding Company Options to purchase 2,576,792 shares (assuming, in the case of Company Common StockOptions that are subject to the attainment of performance goals, that applicable performance goals are attained at maximum levels). Since the Company Capitalization Date and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has not issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued other than pursuant to the exercise of Company Options. (b) Section 3.4(b) of the Company Disclosure Letter sets forth, as of the Company Capitalization Date, with respect to any Company Options outstanding as of such date: (i) the number of Company Shares subject to each Company Option; (ii) the name and state of residence of the holder of each Company Option; (iii) the grant date and expiration date of each Company Option; (iv) the exercise price for each Company Option; (v) the vesting schedule; (vi) a description of any vesting acceleration provisions applicable to such Company Option; (vii) the Company Plan under which such Company Option was granted; (viii) the Tax route under which such Company Option was granted and is currently intended to qualify; and (ix) for Company 102 Options, the date of deposit of such award with the 102 Trustee, as well as the date of deposit of the applicable corporate approval and the date of deposit of the respective award agreement with the 102 Trustee (in the case of clauses (i) through (ix) on an award-by-award basis). No outstanding Company Stock Awards Options were granted outside of the Company Plans and there are no outstanding Company Restricted Shares. As of the Company Capitalization Date, 77,888 Company Shares were reserved for future issuance pursuant to equity-based awards not yet granted under the Company Plans and, since such date, the Company has not granted, committed to grant or vesting otherwise created or assumed any obligation with respect to any Company Options, except as set forth in Section 3.4(b) of the Company RSU Awards will be Disclosure Letter or as permitted by Section 5.2(b). (when issued in accordance with the terms thereof), c) All outstanding Company Shares have been duly authorized and validly issued in compliance in all material respects with all Applicable Law, and are fully paid and nonassessable and are free of any preemptive rights. All Company Options have been duly authorized and validly issued in compliance in all material respects with all Applicable Law and the Company Plans and all Company Options have been properly accounted for in accordance with U.S. GAAP on the consolidated audited financial statements of the Company and its Subsidiaries filed in or furnished with the Company SEC Reports. (d) Except (1) as set forth in Section 4.2(a3.4(d) of the Company Disclosure Letter, and (2) changes since the Company Capitalization Date resulting from the issuance of Company Shares pursuant to the Company Options set forth in Section 3.4(b) of the Company Disclosure Letter contains a true, correct and complete list, or as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awardsexpressly permitted by Section 5.2, there are on the date hereof (i) other than as set forth in Section 3.4(a), no outstanding shares of, or other equity or voting interest in, the Company; (Aii) no outstanding securities of the Company convertible into or exchangeable for shares of share capital stock of, or other equity or voting securities or ownership interests in interest in, the Company; (iii) no outstanding options, (B) optionsstock appreciation rights, warrants, calls, pre-emptive rights, subscriptionsrestricted share units, rights or other commitments or agreements or commitments requiring to acquire from the Company to issueCompany, or other obligations of that obligate the Company to issue, any share capital stockof, voting securities or other ownership interests in (equity or voting interest in, or any securities convertible into or exchangeable for share capital stock of, or other equity or voting securities or other ownership interests interest in) the Company (or, in each case, the economic equivalent thereof), Company; (Civ) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any share capital stockof, voting securities or other ownership interests in equity or voting interest (including any voting debt) in, the Company (the items in clauses (Ai), (Bii), (iii) and (Civ), together with the share capital stock of the Company, being referred to collectively as “Company Securities”) or and (Dv) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common StockSecurities. There are on the date hereof no outstanding obligations Contracts of any kind, which obligate the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes Except for the Voting Agreement and the Charter Documents or other indebtedness having voting rights (or convertible into securities having such rightsas set forth in Section 3.4(d) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary SecuritiesDisclosure Letter, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party to any Contracts restricting the transfer of, relating to the voting of, requiring registration of, or limiting the exercise granting any preemptive rights, anti-dilutive rights or rights of voting first refusal or similar rights with respect to, to any Subsidiaries Securitiessecurities of the Company.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 200,000,000 40,000,000 shares of Company Common Stock and 10,000,000 Class A Stock, 9,000,000 shares of Class B Stock, and 1,000,000 shares of Series A convertible preferred stock, par value $1.00 per share (the “Company Preferred Stock“). At As of the close of business on July 26June 5, 20162012 (the “Capitalization Date“), (i) 28,746,664 10,464,627 shares of Company Common Class A Stock were issued and outstanding; , (ii) 6,209,477 shares of Class A Stock were held in treasury by the Company, (iii) 7,890,497 shares of Class B Stock were issued and outstanding, and (iv) no shares of Class B Stock were held in treasury by the Company. As of the date of this Agreement, no shares of Company Preferred Stock were issued and outstanding; . All issued and outstanding equity securities of the Company are duly authorized, validly issued, fully paid and nonassessable. (b) Section 3.02(b) of the Company Disclosure Letter contains a schedule, as of the Capitalization Date, setting forth (as applicable) the number of, exercise or reference price, vesting date (or dates) and expiration date (or delivery date) of each outstanding equity award in respect of Company Stock. With respect to each Stock Option, (i) each grant of a Stock Option was duly authorized by all necessary corporate action, including, as applicable, approval by the Board of Directors, or a committee thereof, or a duly authorized delegate thereof, and any required approval by the stockholders of the Company by the necessary number of votes or written consents, and the award agreement governing such grant, if any, was duly executed and delivered by each party thereto within a reasonable time following the date on which such Stock Option was granted (the “Grant Date“), (ii) each such grant was made in accordance with the terms of the applicable plan pursuant to which the grant was effectuated, the Exchange Act and all other applicable Laws, including the rules of NYSE, (iii) 4,826,402 the per share exercise price of each Stock Option was not less than the fair market value of a share of the applicable Company Shares were held by Stock on the Company in its treasury; applicable Grant Date, (iv) an aggregate each such grant was properly accounted for in all material respects in accordance with GAAP in the financial statements (including the related notes) of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and disclosed in accordance with the Exchange Act and all other applicable Laws, and (v) under no modifications have been made to any such grants after the Grant Date. (c) There are no preemptive or similar rights on the part of any holder of any class of securities of the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares or any of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stockits Subsidiaries. From such date until the date hereof, neither Neither the Company nor any of its Subsidiaries has issued outstanding any shares bonds, debentures, notes or other obligations the holders of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants which have the right to vote (or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and which are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable exercisable for shares of capital stock or voting securities or ownership interests in having the Company, (Bright to vote) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations stockholders of the Company or any of its Subsidiaries on any matter submitted to purchasestockholders or a separate class of holders of capital stock. As of the date of this Agreement, redeem or otherwise acquire any Company Securities. There there are no bondsoptions, debentureswarrants, notes calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind relating to issued or unissued capital stock or other indebtedness having voting rights (or convertible into securities having such rights) with respect to of the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings of its Subsidiaries to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or by which any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries them is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding bound (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of obligating the Company or any of its Subsidiaries to issue, deliver, sell or transfer or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity interests in, the Company or any of its Subsidiaries, any additional shares of capital stock of, or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stockstock of, voting securities or other ownership interests in (equity interest in, the Company or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Companyits Subsidiaries, (iiiii) obligations of obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any subscriptionsuch option, warrant, call, right, convertible security, commitment, contract, arrangement or exchangeable security undertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of capital stock of, or other similar agreement or commitment relating to any capital stockequity interests in, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries Subsidiaries. (d) Except for this Agreement and the Voting Agreement, there are no voting trusts, proxies or other agreements or understandings to make any payment based on which the value Company is a party or is bound with respect to the voting, dividends or disposition of any shares capital stock of any the Company. (e) Section 3.02(e) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the name and jurisdiction of organization of each Subsidiary of the Company. There are no Company and sets forth a complete and accurate list of all outstanding obligations securities of each Subsidiary and the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securitiesregistered and beneficial owner thereof. All of the outstanding shares of capital stock of the Subsidiaries of, or other equity or voting interests in, each Subsidiary of the Company have been (except for directors’ qualifying shares or the like) are owned directly or indirectly, beneficially and of record, by the Company free and clear of all Liens, pledges, security interests and transfer restrictions, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended (the “Securities Act“), and the rules and regulations promulgated thereunder, or other applicable securities Laws (including any restriction on the right to vote, sell or otherwise dispose of such shares of capital stock or other equity or voting interests). Each outstanding share of capital stock of each Subsidiary of the Company that is held, directly or indirectly, by the Company is duly authorized and authorized, validly issued and are issued, fully paid and paid, nonassessable and are free of preemptive rights, and there are no subscriptions, options, warrants, rights, calls, contracts or other commitments, understandings, restrictions or arrangements relating to the issuance, acquisition, redemption, repurchase or sale of any shares of capital stock or other equity or voting interests of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding security, instrument or agreement, any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any securities of any Subsidiary. Except for None of the Subsidiaries has any outstanding equity compensation plans or policies relating to the capital stock of, or other equity or voting interests in, any Subsidiary Securities, neither of the Company. Neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in payments based on the form price or value of a loan, capital contribution or otherwise) in any securities of any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company dividends paid thereon or revenues, earnings or financial performance or any similar attribute of its Subsidiaries is a party restricting any Subsidiary of the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesCompany.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 fifty million (50,000,000) Shares and two million (2,000,000) shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At As of the close of business on July 26December 20, 20161999, (i) 28,746,664 shares of Company Common Stock were 17,373,191 Shares are issued and outstanding; (ii) no Shares are held in the treasury of the Company; (iii) no shares of Company Preferred Stock were are issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; and (iv) an aggregate of 4,390,772 shares of Company Stock were 6,064,825 Shares are reserved for issuance upon exercise of Company Options granted pursuant to outstanding awards and rights under the Company Stock Plans Option Plan and (v) under the Company Stock Plans, there were Incentive Plan. All the outstanding Company Options to purchase 2,576,792 shares of Company Common Stockthe Company's capital stock are, and outstanding Company RSU Awards with respect all Shares reserved for issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to 1,813,980 shares of Company Stockwhich they are issuable, shall be, duly authorized, validly issued, fully paid and nonassessable. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All None of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when Company's capital stock have been issued in accordance with the terms thereof), duly authorized violation of any federal or state securities laws. The Company has delivered to Parent a complete and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereofclose of business on December 20, 1999, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock the Company's capital stock subject to such Company Stock Awardoutstanding stock options (and the exercise prices thereof) or other rights to purchase or receive shares of the Company's capital stock. Since December 20, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards1999, there are on have been no changes to the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the authorized capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any the number of its Subsidiaries to make any payments based Shares or shares of Preferred Stock outstanding except for issuances of Shares upon exercise of Company Options outstanding as of such date and reflected on the price list delivered to Parent described in the preceding sentence. Since December 20, 1999, no options or value rights of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries kind to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting shares of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities lawsissued, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem granted or otherwise acquire any outstanding Subsidiary Securitiescommitted. All of the outstanding shares of capital stock of the Subsidiaries of the each Company have been Subsidiary are duly authorized and authorized, validly issued and are issued, fully paid and nonassessable nonassessable, and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any all such equity interests, or to provide funds to or make any investment shares (other than directors' qualifying shares in the form case of a loan, capital contribution or otherwiseforeign Subsidiaries) in any Subsidiary of are owned by the Company or any other Persona Company Subsidiary free and clear of all Liens. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights no accrued and unpaid dividends with respect to, to any Subsidiaries Securitiesoutstanding shares of capital stock of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 50,000,000 Company Common Shares and 1,000,000 shares of preferred stock. As of the date hereof, (a) 14,484,976 Company Common Stock Shares, all of which are validly issued, fully paid and 10,000,000 shares nonassessable and free of Company Preferred Stock. At the close of business on July 26preemptive rights, 2016, (i) 28,746,664 shares of Company Common Stock were are issued and outstanding; , (iib) no shares Company Common Shares are held in the treasury of Company Preferred Stock were issued and outstanding; the Company, (iiic) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of 1,985,033 Company Stock were reserved for issuance Options are outstanding pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options each such option entitling the holder thereof to purchase 2,576,792 shares of one Company Common StockShare, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of 1,651,227 Company Common Stock that may be issued Shares are authorized and reserved for future issuance pursuant to the exercise of outstanding such Company Stock Awards or vesting Options, (d) 13,345 Company Warrants are outstanding, each such Company Warrant entitling the holder thereof to purchase one Company Common Share, and 13,345 Company Common Shares are authorized and reserved for future issuance pursuant to the exercise of such Company RSU Awards Warrants and (e) no shares of preferred stock are issued and outstanding. All Company Warrants will be (when issued terminated as a result of the Merger in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rightsthereof if not exercised prior to the Effective Time. Section 4.2(a) Schedule 4.3 of the Company Disclosure Letter contains sets forth a true, correct true and complete listlist of the Company Stock Options outstanding as of the date of this Agreement with the exercise prices and periods of exercisability. Except as set forth above, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awardsthis Agreement, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for Stock Rights. All shares of capital stock or voting securities or ownership interests subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the Companyinstruments pursuant to which they are issuable, (B) optionswill be duly authorized, warrantsvalidly issued, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other fully paid and nonassessable. There are no outstanding contractual obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes Common Shares or to pay any dividend or make any other indebtedness having voting rights (distribution in respect thereof or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to financing to, or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or in, any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such SubsidiaryPerson. All outstanding securities As of the Company have been offered and issued in compliance in all material respects with all applicable securities lawsdate hereof, including except for the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the CompanyStockholders Agreements, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights trusts or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations understandings to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securitiesto the voting of stock of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 150,000,000 shares of Company Common Stock and 10,000,000 2,000,000 shares of preferred stock, par value $.01 per share, consisting of 250,000 shares of Series A Convertible Preferred Stock, 100,000 shares of Series B Convertible Preferred Stock and 1,650,000 shares of undesignated preferred stock. As of December 31, 2005 (the "CAPITALIZATION DATE") (i) 49,581,917 shares of Company Preferred Stock. At the close of business on July 26, 2016Common Stock (which includes outstanding Restricted Stock Awards) were issued and outstanding, (iii) 28,746,664 Company Stock Options to acquire 710,102 shares of Company Common Stock were issued and outstanding; , (iiiii) no shares of Company Preferred Common Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by in the Company in its treasury; treasury of the Company, (iv) an aggregate of 4,390,772 5,500,000 shares of Company Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans Warrant, and (v) under no shares of the Company Company's Series A Convertible Preferred Stock Plansand 20,063 shares of the Company's Series B Convertible Preferred Stock, there were outstanding Company Options to purchase 2,576,792 which are convertible into approximately 3,039,745 shares of Company Common Stock, were issued and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockoutstanding. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued and the Company's Series B Convertible Preferred Stock outstanding on the date of this Agreement are duly authorized, validly issued, fully paid and nonassessable. Since the Capitalization Date through the date of this Agreement, other than (A) in connection with the issuance of Common Shares pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued Options and Warrants, and Restricted Stock Awards, as set forth in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) 3.03 of the Company Disclosure Letter contains a trueSchedule, correct and complete list(B) in connection with the surrender to the Company of shares issued upon the "net exercise" of such Company Stock Options or Warrants and shares surrendered to the Company in connection with the payment of withholding Tax upon the vesting of such Restricted Stock Awards, and (C) the grant on March 31, 2006 of 450,000 shares of Company Common Stock pursuant to Restricted Stock Awards, there has been no change in the number of Shares of outstanding or reserved capital stock of the Company or the number of outstanding Company Stock Options, Warrant or Restricted Stock Awards. (b) Section 3.03 of the Company Disclosure Schedule describes (i) all outstanding Company Stock Options and other rights to purchase or receive shares of Company Common Stock under the Company Equity Plans, as of the Capitalization Date, together with the expiration date, exercise price and number of shares subject thereto, (ii) the Warrant, together with the expiration date, exercise or strike price and number of shares subject thereto, (iii) the number of outstanding unvested shares constituting Restricted Stock Awards for Company Common Stock, as of the Capitalization Date, and (iv) the number of Restricted Stock Awards for Company Common Stock that, as of the date hereofof this Agreement, have been approved by the Company Board, but have not yet been issued. (c) Except as set forth in Section 3.03 of all the Company Stock AwardsDisclosure Schedule, indicating as applicablethere are no (i) subscriptions, with respect calls, contracts, options, warrants or other rights, agreements, arrangements, understandings, restrictions or commitments of any character to each which the Company Stock Award then outstandingor any Subsidiary is a party or by which the Company or any Subsidiary is bound relating to the issued or unissued capital stock or equity interests of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, other equity interests in or debt securities of, the type Company or any Subsidiary, (ii) securities of the Company Stock Award grantedor securities convertible, exchangeable or exercisable for shares of capital stock or equity interests of the number of Company or any Subsidiary, or (iii) equity equivalents, stock appreciation rights or phantom stock, ownership interests in the Company or any Subsidiary or similar rights. All shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock AwardsOptions and Warrant set forth in Section 3.03 are duly authorized and, there are upon issuance on the date hereof terms and conditions specified in the instruments pursuant to which they are issuable, will be validly issued, fully paid and nonassessable and free of preemptive (or similar) rights. There are no outstanding (A) securities contractual obligations or rights of the Company convertible into or exchangeable for any Subsidiary to repurchase, redeem (other than the redemption rights of the Company Preferred Stock) or otherwise acquire any securities or equity interests of the Company or any Subsidiary or to vote or to dispose of any shares of capital stock or voting securities or ownership equity interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any Subsidiary except pursuant to the terms of its Subsidiaries Restricted Stock Awards. Except as set forth in Section 3.03 of the Company Disclosure Schedule, none of the Company or any Subsidiary is a party to make any payments based stockholders' agreement, voting trust agreement or registration rights agreement relating to any equity securities or equity interests of the Company or any Subsidiary or any other Contract relating to disposition, voting or dividends with respect to any equity securities or equity interests of the Company or of any Subsidiary. No dividends on the price Company Common Stock have been declared or value paid from December 31, 2005 through the date of this Agreement. All of the shares of Shares have been issued by the Company Common Stockin compliance with applicable federal securities Law. There are on the date hereof no outstanding obligations bonds, debentures, notes or other Indebtedness of the Company or any of its Subsidiaries having the right to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights vote (or convertible into into, or exchangeable for, securities having the right to vote) on any matter for which the Company's stockholders may vote. (d) Each outstanding share of capital stock (or other unit of equity interest) of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable (where such concepts are legally applicable) and was issued free of preemptive (or similar) rights, and, except as set forth in Section 3.01 of the Company Disclosure Schedule, each such share or unit (other than directors' qualifying shares in the case of non-United States Subsidiaries) with respect is owned by the Company, by one or more wholly-owned Subsidiaries, or by the Company and one or more wholly-owned Subsidiaries, free and clear of all options, rights of first refusal, agreements, limitations on the Company's or any Subsidiary's voting, dividend or transfer rights, charges and other encumbrances or Liens of any nature whatsoever. (e) Section 3.03 of the Company Disclosure Schedule also lists any and all Persons of which the Company directly or indirectly owns an equity or similar interest, or an interest convertible into or exchangeable or exercisable for an equity or similar interest, of, to the Company's knowledge, greater than 5% but less than 50% (collectively, the "INVESTMENTS"). Except as set forth in Section 3.03 of the Company Disclosure Schedule, the Company or a Subsidiary, as the case may be, owns all Investments free and clear of all Liens, and there are no outstanding contractual obligations of the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts permitting the repurchase, redemption or other agreements acquisition of any of its interest in the Investments or understandings to which requiring the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations Subsidiary to provide funds to or to, make any investment (in the form of a loan, capital contribution or otherwise) in in, provide any guarantee with respect to, or assume, endorse or otherwise become responsible for the obligations of, any Investment. (f) The General Partner is a single member Delaware limited liability company, and the sole member of the General Partner is a wholly-owned Subsidiary of the Company. (g) As of the Capitalization Date (i) 3,972,500 Common Units were issued and outstanding, of which 2,500 were owned of record and beneficially by the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options3,322,266 Subordinated Units were issued and outstanding, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations which 2,872,266 were owned of record and beneficially by Subsidiaries of the Company or any of its Subsidiaries and 450,000 were owned, to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company's knowledge, by an Affiliate of Parent, (iii) obligations all of the Company or any of its Subsidiaries to grantGeneral Partner Interests, extend or enter into any subscriptionwhich include all Incentive Distribution Rights, warrantare owned by the General Partner, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company no Common Units or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any PersonSubordinated Units were owned by, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (held in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer treasury of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesTransMontaigne Partners.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares 130,000,000 Company Shares. As of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26November 29, 20162010, (i) 28,746,664 shares of 48,014,947 Company Common Stock Shares were issued and outstanding; , (ii) no shares Company Shares were held in the treasury of Company Preferred Stock were issued and outstanding; the Company, (iii) 4,826,402 no Company Shares were held by any Subsidiaries of the Company in its treasury; and (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding such number of Company Options to purchase 2,576,792 shares Company Shares as is set forth on Section 4.03 of the Disclosure Schedule. The Company Common Stockhas not issued any Company Shares or Company Options to purchase Company Shares from and including November 29, 2010 to and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until including the date hereof, neither other than the issuance of Company nor any Shares pursuant to the exercise of its Subsidiaries has issued any shares Company Options. As of its capital stockthe date hereof, has granted any options, restricted stock, stock appreciation rights, no warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its purchase shares of capital stockstock of the Company are outstanding. All of the outstanding Company Shares and shares of capital stock (or, where applicable, other comparable equity interests) of each Subsidiary of the Company have been, and all shares of capital stock of the Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards Equity Compensation Plan will be (be, when issued in accordance with the respective terms thereof), duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and are free of preemptive rightsnonassessable. Section 4.2(a4.03(a) of the Company Disclosure Letter contains a true, correct and complete listSchedule sets forth the authorized and, as of the date hereofNovember 26, of all Company Stock Awards2010, indicating as 2010, issued and outstanding capital stock (or, where applicable, with respect to other comparable equity interests) of each Company Stock Award then outstanding, Subsidiary of the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereofCompany. Except for the Company Stock Awards, there are on the date hereof no outstanding (Aas set forth in Section 4.03(a) securities of the Company convertible into or exchangeable for Disclosure Schedule, all outstanding shares of capital stock or voting securities or ownership comparable equity interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations Subsidiaries of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations are owned by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (all Liens other than Permitted Liens)transfer restrictions pursuant to the federal securities Laws and any similar state or foreign securities Laws. (b) Except as set forth in Section 4.03(a) above, and there are no proxies with respect to any such shares. There are no outstanding (i) shares of capital stock or voting securities of the Company or any of its Subsidiaries, (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the CompanyCompany or any of its Subsidiaries, (iiiii) options, restricted stock, warrants, rights options or other agreements or commitments rights to acquire from the Company or any of its Subsidiaries, Subsidiaries or other obligations (including obligations arising out of preemptive rights or other similar rights) of the Company or any of its Subsidiaries to issue, issue any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the CompanyCompany or any of its Subsidiaries, or (iiiiv) contractual obligations that would otherwise entitle any other Person to share in the equity, profits, earnings, losses or gains of the Company or any of its Subsidiaries to grant(including stock appreciation, extend or enter into any subscriptionphantom stock, warrant, right, convertible or exchangeable security profit participation or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company rights). No depositary receipts (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securitiescertificaten”) or have been issued for any Company Shares. (ivc) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There Except as set forth in Section 4.03(a) above, there are no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or redeem, otherwise acquire or make any outstanding Subsidiary Securities. All payment (including any dividend or distribution) in respect of the outstanding any (i) shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary voting securities of the Company or any other Person. There are not outstanding obligations to which of its Subsidiaries, (ii) securities of the Company or any of its Subsidiaries is a party restricting convertible into or exchangeable for shares of capital stock or voting securities of the transfer ofCompany or any of its Subsidiaries, or limiting (iii) options or other rights to acquire from the exercise Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries, to issue any capital stock, voting rights securities or securities convertible into or exchangeable for capital stock or voting securities of the Company or any of its Subsidiaries. To the knowledge of the Company, there are no Liens on, or other contractual obligations relating to, the ownership, transfer or voting of any Company Shares or any shares of capital stock (or, where applicable, other comparable equity interests) of each Subsidiary of the Company. (d) Each Company Option was granted in compliance with all applicable Laws and all of the terms and conditions of the Company Equity Compensation Plan and at all relevant times has qualified for exemption from Section 409A of the Code under Section 1.409A-1(b)(5)(i)(A) or Section 1.409A-1(b)(5)(ii) of the regulations thereunder. (e) As of the date hereof, the Company had outstanding indebtedness for borrowed money (including the aggregate principal amount thereof, the aggregate amount of any accrued but unpaid interest thereon and penalties, fees, and premiums with respect tothereto), any Subsidiaries Securitieswhether secured or unsecured, in an amount as set forth in Section 4.03(e) of the Disclosure Schedules.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 85,000,000 shares of Company Common Stock and 10,000,000 5,000,000 shares of preferred stock, $.01 par value per share (“Company Preferred Stock”). At The rights and privileges of each class of the close Company’s capital stock are as set forth in the Company’s Certificate of business on July 26Incorporation. As of March 24, 20162004, (i) 28,746,664 19,203,941 shares of Company Common Stock were issued and outstanding; , (ii) 3,746,134 shares of Company Common Stock were held in the treasury of the Company or by a Subsidiary of the Company, and (iii) no shares of the Company Preferred Stock were issued or outstanding, and outstanding; (iii) 4,826,402 Company Shares were held by subsequent to such date and through and including the Company in its treasury; (iv) an aggregate date of 4,390,772 this Agreement, no other shares of Company capital stock were issued other then pursuant to Company Stock were Options, Company Warrants or other rights to acquire Company capital stock set forth in Section 3.2(b) of the Company Disclosure Schedule. (b) Section 3.2(b) of the Company Disclosure Schedule lists the number of shares of Company Common Stock reserved as of the date of this Agreement for future issuance pursuant to outstanding awards and rights under the options to purchase or acquire Company Common Stock (individually a “Company Stock Plans Option” and collectively, the “Company Stock Options”) granted and outstanding as of the date of this Agreement and the Company’s 1996 Stock Incentive Plan, as amended, 1999 Stock Incentive Plan, as amended and 2000 Non-Statutory Stock Option Plan (vcollectively, the “Company Stock Plans”) or other arrangements under which such Company Stock Options were granted and sets forth a complete and accurate list of all holders of outstanding Company Stock Options under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award grantedOption, the number of shares of Company Common Stock subject to such Company Stock AwardOption and the exercise price, any applicable acceleration terms or events, the date of grant, exercise or purchase price vesting schedule and the expiration date thereof. Except for , including the Company Stock Awards, there are on extent to which any vesting has occurred as of the date hereof no outstanding (Aof this Agreement. Section 3.2(b) securities of the Company convertible Disclosure Schedule shows the number of shares of Company Common Stock reserved for future issuance pursuant to warrants or other outstanding rights (other than Company Stock Options) to purchase shares of Company Common Stock outstanding as of the date of this Agreement and the agreement or other document under which such warrants or such other rights were granted and sets forth a complete and accurate list of all holders of warrants or such other rights indicating the number and type of shares of Company Common Stock subject to each warrant or such other rights, and the exercise price, the date of grant and the expiration date thereof. (c) Except (x) as set forth in this Section 3.2 and (y) as reserved for future grants under Company Stock Plans, (i) there are no equity securities of any class of the Company or any Subsidiary of it (other than equity securities of any such Subsidiary that are directly or indirectly owned by the Company), or any security exchangeable into or exchangeable exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) there are no options, warrants, equity securities, calls, rights, commitments or agreements of any character to which the Company or any Subsidiary of it is a party or by which the Company or any Subsidiary of it is bound obligating the Company or any Subsidiary of it to issue, exchange, transfer, or sell, or cause to be issued, exchanged, transferred or sold, additional shares of capital stock or voting securities or ownership other equity interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any Subsidiary of its Subsidiaries it or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests, or obligating the Company or any Subsidiary of it to purchasegrant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. Neither the Company nor any Subsidiary of it has outstanding any stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. There are no obligations, contingent or otherwise, of the Company or any Subsidiary of it to repurchase, redeem or otherwise acquire any shares of Company Securities. There are no bonds, debentures, notes Common Stock or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form Subsidiary of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock it or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interestsit, or to provide funds to or make any material investment (in the form of a loan, capital contribution Company or otherwise) in any Subsidiary of the Company or any other Personentity, other than guarantees of bank obligations of any Subsidiary of the Company entered into in the ordinary course of business consistent with past practice (the “Ordinary Course of Business”). None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any of its Affiliates is a party to or is bound by any agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company or any Subsidiary of it. There are not outstanding obligations no registration rights, and there is no rights agreement, “poison pill” anti-takeover plan or other agreement or understanding to which the Company or any Subsidiary of its Subsidiaries it is a party restricting or by which it or they are bound with respect to any equity security of any class of the transfer Company or any Subsidiary of it or with respect to any equity security, partnership interest or similar ownership interest of any class of any Subsidiary of it. (d) All of the outstanding shares of capital stock and other equity securities or interests of each of the Company’s Subsidiaries are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and all such shares are owned, of record and beneficially, by the Company or another Subsidiary of the Company free and clear of all mortgages, security interests, pledges, liens, charges or encumbrances of any nature (“Liens”) and agreements in respect of, or limiting limitations on, the exercise of Company’s voting rights with respect to, any Subsidiaries Securitiesrights.

Capitalization. (a) The authorized capital stock of the Company as of the date of this Agreement consists of 200,000,000 shares of Company Common Stock 56,666,666 Shares and 10,000,000 shares of preferred stock, par value $0.001 per share (“Company Preferred Stock”). At The rights and privileges of each class of the Company’s capital stock are as set forth in the Company’s certificate of incorporation. As of the close of business on July 26May 7, 20162009, (i) 28,746,664 shares of Company Common Stock 16,222,026 Shares were issued and outstanding; outstanding and (ii) no shares of Company Preferred Stock were issued and or outstanding; . (iiib) 4,826,402 Company Shares were held by Section 3.3(b) of the Company in its treasury; Disclosure Schedule includes a list, as of the date of this Agreement, of (ivi) an aggregate of 4,390,772 shares of each outstanding Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) Option under the Company Stock Plans, there including the identification number of the applicable holder, the Company Stock Plan under which each Company Option is granted, the grant date, the expiration date, the exercise price, and whether any option is an incentive stock option, (ii) the total number of Shares issued under each Company Stock Plan, (iii) the total number of Shares reserved for future issuance under each Company Stock Plan, and (iv) each outstanding Company RSU, including the identification number of the applicable holder, the Company Stock Plan under which such Company RSUs were issued and the issue date. The Company Stock Plans (including all amendments) have been duly approved by the Company’s stockholders. All outstanding Company Options to purchase 2,576,792 shares were granted with an exercise price not less than the fair market value of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the Shares on the date hereofof grant. The Company has made available to the Parent complete and accurate copies of all (x) Company Stock Plans, neither the (y) forms of stock option agreements evidencing Company nor any Options and (z) forms of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards evidencing Company RSUs. (c) Except as set forth in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All Section 3.3(a) of the outstanding Company Shares have beenAgreement, Sections 3.3(b) and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a3.3(c) of the Company Disclosure Letter contains a trueSchedule or Schedule 5.1 of the Agreement, correct and complete list, (i) there are not as of the date hereofof this Agreement, and at the Acceptance Time there will not be, any equity securities of all Company Stock Awardsany class of the Company, indicating or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (ii) there are not as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grantthis Agreement, exercise or purchase price and expiration thereof. Except for at the Company Stock AwardsAcceptance Time there will not be, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) any options, warrants, equity securities, calls, pre-emptive rights, subscriptions, rights commitments or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to by which the Company or any of its Subsidiaries is bound obligating the Company or any of its subsidiaries to issue, exchange, transfer, deliver, sell or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity or voting interests of the Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity or voting interests, or obligating the Company or any of its subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement, other than the Top-Up Option. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. None of the Company or, to the Company’s knowledge, any of its Affiliates, is a party restricting the transfer of, to or limiting the exercise of voting rights is bound by any agreement with respect toto the voting (including proxies) or sale or transfer of any shares of capital stock or other equity or voting interests of the Company. For all purposes of this Agreement, the term “Affiliate” when used with respect to any Subsidiaries Securitiesperson means any other person who is an “affiliate” of that first person within the meaning of Rule 405 under the Securities Act. Except as contemplated by this Agreement and except to the extent arising pursuant to applicable state takeover or similar Laws, there are no registration rights, and there is no rights agreement, “poison pill” anti-takeover plan or other similar agreement to which the Company or any Company Subsidiary is bound with respect to any securities of the Company. (d) All outstanding Shares are, and all Shares subject to issuance as specified in Section 3.3(b) above, 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 nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company’s certificate of incorporation or bylaws or any agreement to which the Company is bound. (e) There are no obligations, contingent or otherwise, of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Shares or the capital stock of the Company or any of its subsidiaries. The Company has no outstanding bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders may vote.

Capitalization. (a) The authorized capital stock of the Company as of the date of this Agreement consists of 200,000,000 shares of Company Common Stock 20,000,000 Shares and 10,000,000 shares of 1,000,000 preferred shares, par value $0.01 per share (“Company Preferred Stock”). At The rights and privileges of each class of the close Company’s capital stock are as set forth in the Company’s articles of business on July 26, 2016incorporation. As of the date of this Agreement, (i) 28,746,664 shares of Company Common Stock 11,953,384 Shares were issued and outstanding; outstanding and (ii) no shares of Company Preferred Stock were issued and or outstanding; . (iiib) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a3.3(b) of the Company Disclosure Letter contains Schedule includes a true, correct and complete list, as of the date hereofof this Agreement, of all (i) each outstanding Company Option under the Company Stock AwardsPlans or issued independent of such plans, indicating as applicableincluding the name of the applicable holder, with respect to the Company Stock Plan under which each Company Option is granted, the grant date and acceleration provisions, the expiration date, the exercise price, and whether any option is an incentive stock option, (ii) the total number of Shares issued under each Company Stock Award then outstandingPlan, (iii) the total number of Shares reserved for future issuance under each Company Stock Plan and (iv) each grant of Shares that are subject to repurchase by the Company pursuant to Company Restricted Shares, including the name of the applicable holder, the type Company Stock Plan under which such Company Restricted Shares were issued, the issue date, the applicable vesting and acceleration provisions, any performance targets or market conditions related to vesting and the repurchase price relating to each grant of Company Stock Award granted, the number of shares of Company Common Stock subject to such Restricted Shares. The Company Stock Award, Plans (including all amendments) have been duly approved by the Company’s shareholders. All outstanding Company Options were granted with an exercise price not less than the fair market value of the Shares on the date of grant, exercise or purchase price . The Company has made available to Parent complete and expiration thereof. Except for the accurate copies of all (x) Company Stock AwardsPlans, there are on the date hereof no outstanding (Ay) securities forms of stock option agreements evidencing Company Options and (z) forms of agreements evidencing Company Restricted Shares. (c) Except as set forth in Section 3.3(a) of this Agreement, Sections 3.3(b) or 3.3(c) of the Company convertible into Disclosure Schedule or exchangeable for shares Schedule 5.1 of capital stock or voting this Agreement, (i) there are not as of the date of this Agreement, and at the Acceptance Time there will not be, any equity securities or ownership interests in of any class of the Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (Bii) there are not as of the date of this Agreement, and at the Acceptance Time there will not be, any options, warrants, equity securities, calls, pre-emptive rights, subscriptions, rights commitments or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to by which the Company or any of its Subsidiaries is bound obligating the Company or any of its subsidiaries to issue, exchange, transfer, deliver, sell or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity or voting interests of the Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity or voting interests, or obligating the Company or any of its subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement, other than the Top-Up Option. The Company does not have any outstanding stock appreciation rights, restricted stock units, phantom stock, performance based rights or similar rights or obligations. None of the Company or, to the Company’s knowledge, any of its Affiliates, is a party restricting the transfer of, to or limiting the exercise of voting rights is bound by any agreement with respect toto the voting (including proxies) or sale or transfer of any shares of capital stock or other equity or voting interests of the Company. For all purposes of this Agreement, the term “Affiliate” when used with respect to any Subsidiaries Securitiesperson means any other person who is an “affiliate” of that first person within the meaning of Rule 405 under the Securities Act. Except as contemplated by this Agreement and except to the extent arising pursuant to applicable state takeover or similar Laws, there are no registration rights, and there is no rights agreement, “poison pill” anti-takeover plan or other similar agreement to which the Company or any Company Subsidiary is bound with respect to any securities of the Company. (d) All outstanding Shares are, and all Shares subject to issuance as specified in Section 3.3(b) above, 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 nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the MBCA, the Company’s articles of incorporation or bylaws or any agreement to which the Company is bound. (e) There are no obligations, contingent or otherwise, of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Shares or the capital stock of the Company or any of its subsidiaries. The Company has no outstanding bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders may vote.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 300,000,000 shares of Company Common Stock and 10,000,000 (ii) 30,000,000 shares of Company Preferred Stock. At As of the close of business on July 26, 2016date hereof, (i1) 28,746,664 74,082,150 shares of Company Common Stock were issued and outstanding; , all of which are validly issued, fully paid and nonassessable, (ii2) no 100 shares of Company the Company's Series A Convertible Redeemable Preferred Stock were issued and outstanding; , all of which are validly issued, fully paid and nonassessable, and (3) no shares of Company Common Stock are held in the treasury of the Company. The Company has no other capital stock authorized, issued or outstanding. (b) As of February 11, 2000, (i) 6,731,500 shares of Company Common Stock were subject to issuance pursuant to outstanding Company Stock Options, (ii) 4,122,129 shares of Company Common Stock were subject to issuance pursuant to outstanding Company Warrants and (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 812,184 shares of Company Common Stock were reserved for issuance pursuant upon the conversion of shares of Series A Convertible Redeemable Preferred Stock. The Company Disclosure Letter sets forth, with respect to outstanding awards and rights under the Company Stock Plans and (v) under Options outstanding as of February 11, 2000, the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares aggregate number of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant subject to the exercise of outstanding Company Stock Awards or vesting Options under each Company Stock Option Plan and the weighted average exercise price of such Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rightsStock Options. Section 4.2(a) of the The Company Disclosure Letter contains a true, correct and complete list, as of also lists the date hereof, names of all individuals or entities who own Company Stock AwardsWarrants, indicating as applicable, together with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Warrants and the exercise prices of such Company Warrants. No options, warrants or other rights to acquire shares of Company Common Stock Awardhave been granted from February 11, 2000 to the date of grant, exercise or purchase price and expiration thereof. this Agreement. (c) Except for (i) Company Stock Options granted pursuant to the Company Stock AwardsOption Plans and (ii) the Company Warrants, there are on no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the date hereof no outstanding (A) securities issued or unissued capital stock of the Company convertible into or exchangeable for any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issueof, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership equity interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the Company Subsidiary. All shares of Company Common StockCapital Stock subject to issuance as aforesaid, 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 nonassessable. There are on the date hereof no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to purchaserepurchase, redeem or otherwise acquire any shares of Company SecuritiesCapital Stock or any capital stock of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and each such share owned by the Company or another Company Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Company Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to outstanding contractual obligations of the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to to, or make any investment (in the form of a loan, capital contribution or otherwise) in in, any Company Subsidiary, other than a Company Subsidiary that is wholly owned by the Company or any of its Subsidiaries in exchange for ownership of Common Stock and other Company Subsidiaries, or any other equity interest in Person. (d) On a fully exercised and converted to Company Common Stock basis, the number of shares of Company or such SubsidiaryCommon Stock outstanding on the date hereof would be 85,747,963, of which 50,763,375 are owned by ASC. All outstanding securities The weighted average exercise price of the Company have been offered Stock Options and issued in compliance in all material respects with all applicable securities laws, including Company Warrants outstanding on the Securities Act and “blue sky” lawsdate hereof is no less than $21.79 per share of Company Common Stock. (be) The Company or another All of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations ASC is owned of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Companyrecord and beneficially by Medical Manager. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of Such capital stock consists solely of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesASC Common Stock.

Capitalization. (a) The authorized share capital stock of the Company consists of 200,000,000 shares 15,000,000 Company Shares. As of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26, 2016date hereof, (i) 28,746,664 shares of (1) 5,017,556 Company Common Stock Shares were issued and outstanding; , (ii2) no shares of Company Preferred Stock Shares were issued held in treasury and outstanding; (iii3) 4,826,402 no Company Shares were held by the Company in its treasury; Subsidiaries, and (ivii) an aggregate of 4,390,772 shares of 538,000 Company Stock Shares were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockEquity Plan. All of the outstanding Company Shares have beenare duly authorized, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof)validly issued, duly authorized and validly issued and are fully paid and nonassessable non-assessable and are free of preemptive rights. pre-emptive rights and none of the Company Equity Awards have any voting rights prior to the anticipated Acceptance Time. (b) Section 4.2(a2.2(b) of the Company Disclosure Letter contains a true, correct and complete listsets forth, as of the date hereof, (i) the aggregate number of all Company Stock Shares that are subject to Company Equity Awards, indicating as applicable(ii) the name or identification number of each holder, with respect (iii) the number of Company Shares subject to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Equity Award, (iv) the grant date of granteach Company Equity Award and (v) the vesting schedule of each Company Equity Award. The Company shall provide Purchaser, exercise or purchase price within three (3) Business Days prior to the anticipated Acceptance Time and expiration thereof. Except for again at the Company Stock AwardsAcceptance Time, there are with an updated complete and correct list, as of each such date, of the information required to be set forth on the date hereof no outstanding (ASection 2.2(b) securities of the Company convertible into Disclosure Letter. No holder of Company Equity Awards has any voting or exchangeable for other rights which can or will vest before the Acceptance Time. (c) Except as set forth in Section 2.2(a) and Section 2.2(b) above, as of the date hereof: (i) the Company does not have any shares of capital stock or other voting securities issued or ownership interests in the Companyoutstanding or reserved for issuance, and (Bii) there are no outstanding subscriptions, options, warrants, puts, calls, pre-emptive exchangeable or convertible securities or other similar rights, subscriptions, rights or other agreements or commitments requiring relating to the issuance of capital stock to which the Company to issue, or other obligations any of the Company Subsidiaries is a party obligating the Company or any of the Company Subsidiaries to (1) issue, transfer or sell any shares in the capital stock, voting securities or other ownership equity interests in (of the Company or any Company Subsidiary or securities convertible into or exchangeable for capital stock such shares or voting securities or equity interests (in each case other ownership interests in) than to the Company (or, in each case, the economic equivalent thereof), (C) obligations or a wholly owned Subsidiary of the Company to Company); (2) grant, extend or enter into any such subscription, option, warrant, rightput, call, exchangeable or convertible or exchangeable security securities or other similar right, agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company commitment; (the items in clauses (A), (B3) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes such shares in its capital or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company equity interests; or (ii4) outstanding contractual obligations to provide a material amount of funds to to, or make any material investment (in the form of a loan, capital contribution or otherwise) in in, any Company Subsidiary that is not wholly owned. (d) Neither the Company nor any Company Subsidiary has outstanding bonds, debentures, notes or any other similar obligations, the holders of its Subsidiaries in exchange which have the right to vote (or which are convertible into or exercisable for ownership of Common Stock or any other equity interest in securities having the Company or such Subsidiary. All outstanding securities right to vote) with the members of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawson any matter. (be) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights trusts or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations understandings to which the Company or any of its Subsidiaries Company Subsidiary is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, to the voting of the capital stock or other equity interest of the Company or any Subsidiaries SecuritiesCompany Subsidiary.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 200,000,000 shares of Company Common Stock common stock of the Company, par value $0.001 per share, and 10,000,000 (ii) 1,000,000 shares of Preferred Stock, par value $0.001 per share (“Company Preferred Stock”). At the close As of business on July 26January 3, 20162011, there were outstanding (A) 76,965,365 shares of Common Stock, (i) 28,746,664 shares of Company Common Stock were issued and outstanding; (iiB) no shares of Company Preferred Stock were issued and outstanding; Stock, (iiiC) 4,826,402 Company Shares were held by the Company in its treasury; (iv) employee stock options to purchase an aggregate of 4,390,772 9,100,000 shares of Company Common Stock (of which options to purchase an aggregate of 3,764,996 shares of Common Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans exercisable), and (vD) under the Company Stock Plans, there were outstanding Company Options warrants to purchase 2,576,792 an aggregate of 9,362,184 shares of Company Common Stock, and . All outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All stock of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards any employee stock option or vesting of Company RSU Awards other compensation plan or arrangement will be (be, when issued in accordance with the respective terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free nonassessable. No Subsidiary of preemptive rightsthe Company owns any shares of capital stock of the Company. Section 4.2(a5.05(a) of the Company Disclosure Letter Schedule contains a true, complete and correct and complete list, as list of the date hereof, of all (x) each outstanding Company Stock AwardsOption, indicating as applicable, including with respect to each Company Stock Award then outstandingsuch option the holder, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise price, vesting schedule and number of shares of Common Stock subject thereto and (y) each outstanding Company Warrant, including with respect to each such warrant the holder, date of grant, exercise price, and number of shares of Common Stock subject thereto and with respect to (x) and (y) above, the comparable information with respect to such securities immediately after the Effective Time. (b) There are no outstanding bonds, debentures, notes or purchase price and expiration thereofother indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth in this Section 5.05 and for changes since December 31, 2010 resulting from the Company Stock Awardsexercise of employee stock options outstanding on such date, there are on no issued, reserved for issuance or outstanding, or obligations whether absolute or contingent, in the date hereof no outstanding future to issue, (Ai) shares of capital stock or other voting securities of or other ownership interest in the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities of or other ownership interests interest in the Company, (Biii) options, warrants, calls, pre-emptive rights, subscriptions, rights options or other agreements rights (including conversion or commitments requiring preemptive rights and rights of first refusal or similar rights) to acquire from the Company to issueCompany, or other obligations of the Company to issue, any capital stock, other voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or other voting securities of or other ownership interests in) the Company (or, interest in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (Div) obligations by the Company restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or any of its Subsidiaries to make any payments based similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or of, any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loanof, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Companyin, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), ) though (iiiv) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as the “Subsidiary Company Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company). There are no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rightsSecurities. Except for Subsidiary Securities, neither Neither the Company nor any of its Subsidiaries owns directly is a party to any voting agreement with respect to the voting of any Company Securities. The Company is not a party to any agreement obligating it to file or indirectly maintain the effectiveness of any equity interests in registration statement under the 1933 Act with respect to any PersonCompany Securities. (c) As of December 31, or has any obligation to acquire any such equity interests2010, or to provide funds to or make any investment (in the form amount of a loan, capital contribution or otherwise) in any Subsidiary outstanding Indebtedness of the Company or any other Person. There are not outstanding obligations to which the Company or any of and its Subsidiaries is a party restricting (excluding intercompany Indebtedness) does not exceed $393,000 in the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securitiesaggregate.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of 15,000,000 Company Common Stock Shares and 10,000,000 700,000 shares of Company Preferred Stock. At As of the close of business on July 26October 16, 20162020, 2020 (the “Capitalization Date”), (i) 28,746,664 shares of 7,826,180 Company Common Stock Shares were issued and 7,344,955 Company Shares were outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; and (iii) 4,826,402 481,225 Company Shares were held by the Company in its treasury; (iv) an aggregate . From the Capitalization Date to the execution of 4,390,772 shares this Agreement, the Company has not issued any Company Shares except pursuant to the exercise of Company Stock were reserved for issuance pursuant to outstanding awards and rights under Options or the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares settlement of Company Common Stock, and outstanding Company RSU Awards outstanding as of the Capitalization Date in accordance with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stocktheir terms. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. (b) As of the close of business on the Capitalization Date, (i) 212,187 Company Shares were subject to issuance pursuant to Company Options granted and outstanding under the Company Stock Plans, (ii) 12,666 Company Shares were subject to issuance pursuant to Company RSU Awards granted and outstanding under the Company Stock Plans, (iii) 1,109,982 Company Shares were reserved for future issuance under the Company Stock Plans. Section 4.2(a4.2(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereofCapitalization Date, of all (A) the name of each holder of Company Options and Company RSU Awards, (B) the number of Company Shares subject to each outstanding Company Option and Company RSU Award held by such holder, (C) the name of the Company Stock AwardsPlan under which the Company Option or Company RSU Award was granted, indicating as applicable(D) the grant or issuance date of each such Company Option and Company RSU Award, (E) with respect to each Company Stock Award then outstandingOption, the type of exercise price and expiration date thereof. (i) With respect to each Company Stock Award grantedOption, the number per share exercise price was not less than the fair market value (within the meaning of shares Section 409A of the Code) of a Company Common Stock subject to such Company Stock Award, Share on the date of grant, exercise or purchase price grant and expiration thereof(ii) each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies. Each Company Option and Company RSU Award may by its terms be treated at the Effective Time as set forth in Section 3.7. (d) Except for the Company Stock AwardsOptions and the Company RSU Awards referenced in the first sentence of Section 4.2(b) above, there are on the date hereof no outstanding (Ai) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (Bii) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements agreements, arrangements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (in, or securities convertible into or exchangeable for or with a value that is linked to (including any “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based units or any other similar interests), capital stock or voting securities or other ownership interests in) in the Company (or, in each case, the economic equivalent thereof), (Ciii) obligations of requiring the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (Ai), (Bii) and (Ciii), together with the shares of capital stock of the Company, being referred to collectively as “Company Securities”) or (Div) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. Shares. (e) There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such SubsidiaryCompany. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities lawsLaws, including the Securities Act and “blue sky” lawsLaws. (bf) The Company or another of its Subsidiaries is the record and beneficial owner of all of the issued and outstanding shares of capital stock of of, or other equity or voting interests in, each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for which shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights, and there are no irrevocable proxies with respect to any such shares. Except for As of the date hereof, with respect to each Subsidiary of the Company, there are no securities, options, warrants, rights or other agreements or commitments or obligations, in each case of the type described in clauses (i), (ii) and (iii) of the definition of Company Securities, with respect to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (together with the shares of capital stock of the Subsidiaries of the Company, the “Subsidiary Securities, neither ”). (g) Neither the Company nor any of its Subsidiaries owns directly has outstanding bonds, debentures, notes or indirectly other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the Company Stockholders on any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment matter. (in the form of a loan, capital contribution or otherwiseh) in No Company Shares are held by any Subsidiary of the Company. (i) The Company has taken all actions necessary to (i) render the Company Stockholders’ Right Plan inapplicable to this Agreement and the transactions contemplated by this Agreement; (ii) ensure that in connection with the transactions contemplated by this Agreement, (A) neither Parent, Merger Sub or any other Person. There are not outstanding obligations of their “Affiliates” or “Associates” (each as defined in the Company Stockholders’ Rights Plan) is or will be (1) a “Beneficial Owner” of or deemed to which “beneficially own” and have “Beneficial Ownership” (each as defined in the Company Stockholders’ Rights Plan) of any securities of the Company or any (2) an “Acquiring Person” (as defined in the Company Stockholders’ Rights Plan) and (B) none of its Subsidiaries is a party restricting “Shares Acquisition Date,” a “Distribution Date” (as such terms are defined in the transfer ofCompany Stockholders’ Rights Plan) or a “Triggering Event” (as defined in the Company Stockholders’ Rights Plan) occurs or will occur, in each case of clauses (A) and (B), solely by reason of the execution of this Agreement, or limiting the exercise consummation of voting rights with respect tothe Merger, any Subsidiaries Securitiesthe Offer, or the other transactions contemplated by this Agreement; and (iii) provide that the “Final Expiration Date” (as defined in the Company Stockholders’ Rights Plan) shall occur immediately prior to the Effective Time, but only if the Effective Time shall occur. To the Company’s Knowledge, no Person is an “Acquiring Person” and no “Share Acquisition Date,” “Distribution Date” (as such terms are defined in the Company Stockholders’ Rights Plan) or “Triggering Event” (as defined in the Company Stockholders’ Rights Plan) has occurred. The Company Stockholders’ Rights Plan has not been amended or modified.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 forty million (40,000,000) shares of Company Common Stock and 10,000,000 twenty million (20,000,000) shares of preferred stock, par value $.001 per share, of the Company ("Company Preferred Stock"). At As of the close of business on July 26, 2016, date hereof: (i) 28,746,664 eleven million seven hundred fifty-seven thousand two hundred seventy (11,757,270) shares of Company Common Stock were are issued and outstanding; (ii) one million twenty-four thousand three hundred fifty-six (1,024,356) shares of Company Common Stock have been reserved for issuance upon the exercise of the options under the Company Stock Option Plan; (iii) one million seventy-four thousand three hundred (1,074,300) shares of Company Common Stock are held by the Company in the Company's treasury and (iv) no shares of Company Preferred Stock were are issued or outstanding. Schedule 3.3 sets forth a complete and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such the Options, including, without limitation, those subject to employee stock options or other rights to purchase or receive Company Common Stock granted under the Company Stock AwardOption Plan in each case including the dates of grant and exercise prices thereof. (b) All outstanding shares of capital stock of the Company are, the date of grantand all shares which may be issued will be, exercise or purchase price when issued, duly authorized, validly issued, fully paid and expiration thereofnonassessable and not subject to preemptive rights. Except for the shares of Company Common Stock Awardsissuable pursuant to the Option Agreement and shares of Company Common Stock issuable upon exercise of the rights (the "Rights") distributed pursuant to the Rights Agreement dated as of April 14, 1998, between the Company and American Stock Transfer & Trust Company (the "Rights Agreement") to holders of Company Common Stock pursuant to the Rights Agreement, (i) there are on the date hereof no not issued, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of the Company, (B) any securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities or ownership interests in of the CompanyCompany or any Company Subsidiary, (BC) options, any warrants, calls, pre-emptive rights, subscriptions, rights options or other agreements or commitments requiring rights to acquire from the Company to issueor any Company Subsidiary, or other obligations and any obligation of the Company or any Company Subsidiary to issue, any capital stock, voting securities or other ownership interests in (in, or securities convertible into or exchangeable or exercisable for capital stock or voting securities of, or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There there are no outstanding obligations of the Company or any of its Subsidiaries Company Subsidiary to purchaserepurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities, including, without limitation, any offer, issuance or sale in such a manner that would constitute a public offering of securities under the Securities Act, and (iii) except as contemplated in this Agreement, the Company is not presently under any obligation, has not agreed or committed, and has not granted rights, to register under the Securities Act or the Exchange Act, or otherwise file any registration statement under any such statute covering, any of its currently outstanding Subsidiary Securities. All of the outstanding shares of capital stock or other securities or any of its capital stock or other securities that may be subsequently issued. (c) Except for the Subsidiaries of Option Agreement, the option agreements under the Company have been duly authorized Stock Option Plan and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securitiesthe Rights Agreement, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Company Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party to any agreement restricting the purchase or transfer of, relating to the voting of or limiting the exercise of voting granting any preemptive or antidilutive rights with respect to, any securities of the Company or any of the Company Subsidiaries Securitiesthat are outstanding or that may be subsequently issued upon the conversion or exercise of any instrument or otherwise. (d) The Company represents and warrants to Acquiror and Merger Sub that on the Closing Date, the aggregate number of outstanding shares of Company Common Stock on a fully diluted basis (assuming full exercise of the Options) shall not exceed twelve million seven hundred eighty-one thousand six hundred twenty-six (12,781,626) shares.

Capitalization. (a) The authorized capital stock of the Company consists of (i) 200,000,000 shares of Company Common Stock Shares and (ii) 10,000,000 shares of Company Preferred Stock. At As of the close of business on July May 26, 20162015 (the “Capitalization Date”), (iA) 28,746,664 shares of 25,647,582 Company Common Stock Shares were issued and outstanding; , (iiB) no shares of Company Preferred Stock were issued and outstanding; , and (iiiC) 4,826,402 no shares of Company Shares Capital Stock were held by the Company in its treasury; (iv) an aggregate as treasury shares. All outstanding Company Shares are validly issued, fully paid, non-assessable and free of 4,390,772 any preemptive rights. Since the close of business on the Capitalization Date, the Company has not issued any shares of Company Capital Stock other than pursuant to the exercise of Company Options, Company Warrants or the settlement of Company RSUs granted under a Company Stock Plan. (b) Section 3.5(b)(i) of the Company Disclosure Schedule sets forth a listing of all equity plans of the Company. Section 3.5(b)(ii) of the Company Disclosure Schedule sets forth, with respect to each outstanding Company Option and Company Warrant as of the close of business on the Capitalization Date, the name of the holder of such option or warrant, the number of Company Shares issuable upon the exercise of such option or warrant, the exercise price of such option or warrant, the date on which such option was granted or such warrant was issued, the vesting schedule for such option (including any acceleration provisions with respect thereto and any performance-based vesting terms and conditions), including the extent unvested and vested as of the close of business on the Capitalization Date whether such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code, and whether such option is subject to Section 409A of the Code. Section 3.5(b)(iii) of the Company Disclosure Schedule sets forth, with respect to each outstanding Company RSU as of the close of business on Capitalization Date, the name of the holder of such award, the number of Company Shares subject to such award, the date of grant of such award, the applicable vesting and/or settlement schedule (including any acceleration provisions with respect thereto and any performance-based vesting terms and conditions), and whether such Company RSU is subject to Section 409A of the Code). As of the close of business on the Capitalization Date, 3,137,966 Company Shares were reserved for future issuance pursuant to outstanding stock awards and rights not yet granted under the Company Stock Plans and, since such date, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Company Options, other than as permitted by Section 5.2(b). True, correct and (v) complete copies of all of the forms of equity award agreements under the Company Stock Plans, there were outstanding and all individual agreements containing material deviations from such forms have been delivered or made available by the Company to Parent. No Company Options or Company RSUs have been granted or are outstanding except under and pursuant to purchase 2,576,792 shares of a Company Common StockStock Plan. (c) Except as set forth in Section 3.5(a) and (b), and there are (i) no outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have beenstock of, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstandingother equity or voting interest in, the type of Company Stock Award grantedCompany, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof (ii) no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting securities or ownership interests in interest in, the Company, (Biii) no outstanding options, warrantsphantom stock, callsphantom units, pre-emptive stock appreciation rights, subscriptionsrestricted stock, performance shares, performance share units, performance units, profits interest, profit participation rights, warrants, rights or other commitments or agreements or commitments requiring to acquire from the Company to issueCompany, or other obligations of that obligates the Company to issue, any capital stockstock of, voting securities or other ownership interests in (equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting securities or other ownership interests interest in) the Company (or, in each case, the economic equivalent thereof)Company, (Civ) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stockstock of, voting securities or other ownership interests in equity or voting interest (including any voting debt) in, the Company (the items in clauses (Ai), (Bii), (iii) and (Civ), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (Dv) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common StockSecurities. There are on the date hereof no outstanding obligations Contracts of any kind which obligate the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights . (or convertible into securities having such rightsd) with respect to Neither the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or nor any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party Contracts restricting the transfer of, relating to the voting of, requiring registration of, or limiting the exercise granting any preemptive rights, anti-dilutive rights or rights of voting first refusal or similar rights with respect to, to any Subsidiaries Securitiessecurities of the Company.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock 1,000,000,000 Shares and 10,000,000 shares of preferred stock, par value $0.00001 per share, of the Company (the “Company Preferred Stock”). At the close of business on July 26January 5, 20162024, there were (i) 28,746,664 shares of Company Common Stock were issued and 320,272,100 Shares outstanding; (ii) an aggregate of 3,004,557 Shares reserved for future issuance under the Company Stock Plans; (iii) an aggregate of 624,380 Shares subject to outstanding Company Option Awards; (iv) an aggregate of 14,432,738 Shares subject to outstanding time-vesting Company RSU Awards, and an aggregate of 4,720,011 Shares subject to outstanding performance-vesting Company RSU Awards (assuming maximum performance in respect of incomplete performance or measurement periods); (v) 3,631,005 Shares reserved for future issuance pursuant to the Company ESPP; and (vi) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to . All outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All stock of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards Plans or vesting of the Company RSU Awards ESPP will be (be, when issued in accordance with the respective terms thereof), duly authorized and validly issued and are issued, fully paid and nonassessable and are free of preemptive (or similar) rights. . (b) Except as set forth in Section 4.2(a4.05(a) and Section 4.05(c) of the Company Disclosure Letter contains a trueSchedule and except for changes since January 5, correct 2024 resulting from the exercise, settlement or forfeiture of Company Equity Awards outstanding on such date, in each case in accordance with the terms of the Company Stock Plans and complete listCompany Equity Award, as of the date hereofhereof there are no issued, of all Company Stock Awardsreserved for issuance or outstanding (i) Shares, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Preferred Stock, Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Option Awards, there are on Company RSU Awards or other shares of capital stock of or other voting securities of or ownership interests in the date hereof no outstanding Company, (Aii) securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of or ownership interests in the Company, (Biii) optionssubscriptions, warrants, calls, pre-emptive rights, subscriptions, rights options or other agreements or commitments requiring rights to acquire from the Company to issueCompany, or other obligations of the Company to issue, any capital stock, stock or other voting securities of or other ownership interests in (or any securities convertible into or exchangeable or exercisable for capital stock or other voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (Div) obligations restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there that are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiariesderivative of, or obligations of valued by reference to, or provide economic benefits based, directly or indirectly, on the Company value or any of its Subsidiaries to issueprice of, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), ) through (iiiv) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as the “Subsidiary Company Securities”) or (iv) obligations of ). Other than the Company Stock Plan and the award agreements thereunder governing the Company Option Awards and Company RSU Awards, there are no stockholder agreements or any of its Subsidiaries to make any payment based on voting trusts (or other agreements or commitments), in each case, restricting the value transfer or affecting the voting rights of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations Securities to which the Company or any of its Subsidiaries is a party restricting or is bound, and there are no outstanding agreements, commitments or obligations of the transfer ofCompany or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities, or limiting the exercise granting or extending any preemptive rights, subscription rights, anti-dilutive rights, rights of voting first refusal or similar rights with respect toto any Company Securities. There is no stockholder rights plan, “poison pill” or similar device in effect with respect to the Company or any Subsidiaries SecuritiesSubsidiary of the Company. Neither the Company nor any Company Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) on matters on which the holders of Shares have the right to vote. No Company Securities are owned by any Subsidiary of the Company. (c) Section 4.05(c) of the Company Disclosure Schedule sets forth a true and correct list, as of the close of business on January 5, 2024, of each Company Option Award and each Company RSU Award (collectively, “Company Equity Awards”), including with respect to each Company Equity Award, as applicable (i) the employee or grantee identification number, (ii) the number of Shares underlying such award (assuming maximum performance in respect of incomplete performance or measurement periods), (iii) the date on which such award was granted, (iv) the exercise price for options, (v) whether such award is a nonqualified stock option or intended to qualify as an incentive stock option under the Code, and (vi) the vesting schedule. Each Company Option Award has an exercise price per share that is at least equal to the fair market value (within the meaning of Section 409A of the Code) of the underlying shares on the date of grant.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 200,000,000 400,000,000 shares of Company Common Stock and 10,000,000 50,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). At the close As of business on July 26February 2, 20162011, (i) 28,746,664 there were 176,833,366 shares of Company Common Stock were issued and outstanding; (ii) , including no Company Restricted Stock Awards, no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all 3,647,194 shares of Company Common Stock that may be issued pursuant to the reserved for issuance upon exercise of outstanding Company Stock Awards or Options, 2,380,442 shares of Company Common Stock reserved for issuance upon vesting of outstanding Company RSU Awards will be (when issued and up to 752,485 shares of Company Common Stock subject to outstanding purchase rights under the Company ESPP. As of February 2, 2011, there were 1,221,905 shares of Company Common Stock held in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) treasury of the Company Disclosure Letter contains a trueand no shares of Company Common Stock held by Subsidiaries of the Company. From February 2, correct and complete list2011 to the date of this Agreement, no additional shares of Company Common Stock have been issued (other than pursuant to Company Stock Options, Company RSU Awards and/or purchase rights under the Company ESPP that were outstanding as of the date hereofFebruary 2, of all 2011), no additional Company Stock AwardsOptions, indicating as applicable, with respect to each Company Restricted Stock Award then outstanding, the type of Awards or Company Stock Award RSU Awards have been issued or granted, and there has been no increase in the number of shares of Company Common Stock subject to issuable upon exercise of Company Stock Options or vesting of Company RSU Awards from those issuable under such Company Stock AwardOptions and Company Restricted RSU Awards as of February 2, 2011. All issued shares of Company Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. As of the date of grantthis Agreement, exercise or purchase price except as set forth in this Section 3.3 and expiration thereof. Except except for the Company Stock AwardsRights and purchase rights under the Company ESPP for no more than 752,485 shares of Company Common Stock, (x) there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for authorized shares of capital stock or voting securities or ownership interests in the Company, (B) and there are no options, warrants, calls, pre-emptive rights, subscriptions, convertible securities, preemptive rights or other agreements rights, agreements, claims or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by which obligate the Company or any of its Subsidiaries to make issue, transfer or sell any payments based on the price or value of the shares of capital stock or other voting securities or other equity interest in the Company Common Stock. There or any of its Subsidiaries or securities convertible into or exchangeable for such shares, securities or equity interests, (y) there are on the date hereof no outstanding or authorized contractual obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes shares of capital stock or other indebtedness having voting rights (securities of or convertible into securities having such rights) with respect to other equity interest in the Company or any Company Subsidiary issued of its Subsidiaries or any such securities or agreements listed in clause (x) of this sentence, and outstanding. There (z) there are no (i) voting trusts or other similar agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of any capital stock shares or other voting securities of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) other equity interest in the Company or any of its Subsidiaries in exchange Subsidiaries. The Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for ownership of Common Stock or any other equity interest in securities having the Company or such Subsidiary. All outstanding securities right to vote) with the stockholders of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawson any matter. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securities.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 100,000,000 shares of Company Class A Common Stock, 100,000,000 shares of Class B Common Stock and 10,000,000 shares of Company Preferred Stock, $.0001 par value ("Preferred Stock"). At the close As of business on July 26March 31, 20162001, (i) 28,746,664 39,019,243 shares of Company Class A Common Stock were issued and outstanding; , all of which are validly issued, fully paid and nonassessable and were issued free of preemptive or similar rights, (ii) no shares of Common Stock were held by Subsidiaries of the Company, (iii) 10,286,317 shares of Class A Common Stock were issuable upon the exercise of Company Options then outstanding, (iv) 8,682,582 shares of unissued Common Stock were reserved for issuance under Company Employee Plans, (v) 244,004 shares of Class A Common Stock were issuable upon the exercise of Company Warrants then outstanding, (vi) 24,550,708 shares of Class B Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable and were issued free of preemptive or similar rights and (vii) no shares of Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by . Between March 31, 2001 and the date of this Agreement, the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were has not issued or reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company any Class A Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares Options or other Equity Interests of the Company, except the issuance of Class A Common Stock as a result of the exercise of Company StockOptions outstanding at March 31, 2001. From such date until Between December 31, 2000 and the date hereofof this Agreement, neither the Company nor any of its Subsidiaries has issued declared or paid any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants dividend or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards distribution in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, Equity Interests and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of neither the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or nor any of its Subsidiaries to make has repurchased, redeemed or otherwise acquired any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations Equity Interests of the Company or any of its Subsidiaries Subsidiaries, and the Board of Directors has not resolved to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or do any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsforegoing. (b) The Neither the Company nor any of its Subsidiaries owns any Minority Investments in any Person that is not a Subsidiary. All of the outstanding Equity Interests of the Company's Subsidiaries and all of the Equity Interests of the Minority Investments owned by the Company or its Subsidiaries are duly authorized, validly issued, fully-paid and nonassessable, and all such shares are owned by the Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, charges or other encumbrances of any Lien nature whatsoever ("Liens") or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Equity Interests) and were issued in compliance with all applicable federal and state securities Laws. (c) Section 3.3(c) of the Company Disclosure Schedule sets forth the total outstanding Company Options and Company Warrants as of March 31, 2001 (other than Permitted Liensall Underwater Warrants and all Company Options that have an exercise price per share that is equal to or greater than the Consideration), together with the aggregate exercise price therefor and the total number of shares of Company Common Stock subject thereto. Except as set forth in Section 3.1 or 3.11 or this Section 3.3, as of the date of this Agreement, there are no proxies with respect options, warrants or other rights, agreements, arrangements or commitments of any character binding on the Company or any of its Subsidiaries relating to any such shares. There are no outstanding (i) securities the issued or unissued Equity Interests of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of obligating the Company or any of its Subsidiaries to issue, sell, repurchase, redeem or otherwise acquire any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations Equity Interests of the Company or any of its Subsidiaries to grantSubsidiaries. (d) As of the date hereof, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary the only outstanding indebtedness for borrowed money of the Company (the items and its Subsidiaries is set forth in clauses (i), (iiSection 3.3(d) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesDisclosure Schedule.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26, 2016, (i) 28,746,664 150,000,000 Common Shares, of which 20,421,294 Common Shares are issued and outstanding as of the date hereof and (ii) 5,000,000 shares of Company Common Stock were preferred stock, none of which are issued and outstanding; (ii) no . The Company does not have any other shares of Company Preferred Stock were capital stock authorized, issued and or outstanding; (iii) 4,826,402 Company . All outstanding Common Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stockare, and outstanding Company RSU Awards any additional Common Shares issued after the date hereof and prior to the Effective Time will be, duly authorized and validly issued, fully paid and nonassessable, not subject to any preemptive rights or rights of first refusal created by statute, and offered, issued, sold and delivered in compliance with all applicable federal and state securities Laws. There are no declared but unpaid dividends with respect to 1,813,980 shares any Common Shares. (b) Except for the Company’s Option Plans, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plans have been duly authorized, approved and adopted by the Company’s Board of Company StockDirectors. From such date until As of the date hereof, neither 3,074,861 Company Stock Options are outstanding pursuant to the Company nor any of its Subsidiaries has issued any shares of its capital stockOption Plans, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments each such option entitling the holder thereof to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have beenpurchase one Common Share, and all shares of Company 2,060,478 Common Stock that may be issued Shares are authorized and reserved for future issuance pursuant to the exercise of outstanding such Company Stock Awards or vesting of Company RSU Awards Options. All Common Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be (when issued in accordance with the terms thereof)duly authorized, duly authorized and validly issued and are issued, fully paid and nonassessable and are free of preemptive rightsoffered, issued and delivered in compliance with all applicable federal and state securities Laws. Section 4.2(a3.3(b) of the Company Disclosure Letter contains sets forth a true, correct and complete listspreadsheet accurately listing, as of the date hereof, the holders of all outstanding Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award grantedOptions, the number of shares of Company Common Stock subject to such Company Stock AwardOptions held by each holder, the grant date, the exercise prices of such outstanding Company Stock Options, whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement and whether such option is a non-statutory option or an incentive stock option as defined in Section 422 of the Code. Except as set forth above, as of the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awardsthis Agreement, there are no Company Stock Rights. The copies of the Company Option Plans that are filed as exhibits to the Company 10-K are complete and correct copies thereof as in effect on the date hereof hereof. (c) There are no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other contractual obligations of the Company to issue, any capital stockdeliver, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (orsell, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire acquire, or cause to be issued, delivered, sold, repurchased, redeemed or otherwise acquired, any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company thereof or (ii) outstanding contractual obligations to provide funds pay, or cause to be paid, any dividend or make make, or cause to be made, any other distribution in respect thereof or to provide, or cause to be provided, financing to, or make, or cause to be made, any investment (in the form of a loan, capital contribution or otherwise) in the Company or in, any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such SubsidiaryPerson. All outstanding securities As of the Company have been offered and issued in compliance in all material respects with all applicable securities lawsdate hereof, including except for the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the CompanySupport Agreement, free and clear of any Lien (other than Permitted Liens), and there are no voting trusts, proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations understandings to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect toto the voting of stock of the Company. (d) Other than the Company’s Investor Rights Agreement, any Subsidiaries Securitieswhich the Company and the parties thereto have agreed to terminate as of the Effective Time, there are no rights of first refusal, co-sale rights or registration rights granted by the Company with respect to the Company’s capital stock and in effect as of the date hereof. The Company has not adopted a stockholder rights plan.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share, of the Company Preferred Stock(the "COMPANY PREFERRED STOCK"). At the close As of business on July 26March 20, 20162001, there were (i) 28,746,664 50,077,762 shares of Company Common Stock were issued and outstanding; outstanding and (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its All shares of capital stock. All stock of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), been duly authorized and validly issued and are fully paid and nonassessable and are free were not issued in violation of any preemptive rights. Section 4.2(a) None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company. Neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract pursuant to which any Person has any registration rights with respect to any Company Securities. As of March 1, 2001, there were outstanding Company Options to purchase 15,958,441 shares of Company Common Stock and outstanding warrants exercisable for 949,494 shares of Company Common Stock. As of March 1, 2001, 500,000 shares of Company Common Stock are reserved for future issuance pursuant to the Company ESPP. Schedule 3.4 of the Company Disclosure Letter contains a true, correct and complete list, as of Schedule sets forth the date hereof, of all Company Stock Awards, indicating as applicable, following information with respect to each Company Stock Award then outstanding, Option outstanding as of the type date of this Agreement: (i) the particular plan (if any) pursuant to which such Company Stock Award Option was granted, ; (ii) the name of the optionee; (iii) the number of shares of Company Common Stock subject to such Company Stock AwardOption; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; and (vi) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable as of the date of grantthis Agreement. The Company has delivered to Parent accurate and complete copies of all stock option plans pursuant to which the Company or any Subsidiary of the Company has ever granted stock options, exercise or purchase price and expiration thereofthe forms of all stock option agreements evidencing such options. The Company has made available to Parent accurate and complete copies of the Warrant. Schedule 3.4 of the Company Disclosure Schedule sets forth the extent to which the Warrant has vested as of the date hereof. Except as set forth in this Section 3.4, and for changes since March 1, 2001 resulting from the exercise of Company Stock AwardsOptions outstanding on such date, there are on the date hereof no outstanding (Ai) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any Subsidiary of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company and (iii) no options or ownership interests in other rights to acquire from the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations and no obligation of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, ) being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company"COMPANY SECURITIES"). There are no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any outstanding Subsidiary Company Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any No Subsidiary of the Company owns any capital stock or any other Person. There are not outstanding obligations to which voting securities of the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesCompany.

Capitalization. (a) The authorized capital stock of the Company STFC consists of 200,000,000 shares 100,000,000 Shares, 2,500,000 Class A Preferred Shares and 2,500,000 Class B Preferred Shares. As of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 267, 20162021 (the “Measurement Date”), (i) 28,746,664 shares of Company Common Stock were 44,115,990 Shares are issued and outstanding; , (of which 25,000 were STFC RSAs assuming attainment of all applicable performance-based vesting requirements at the maximum payout levels), (ii) no shares of Company Class A Preferred Stock were Shares and no Class B Preferred Shares are issued and outstanding; , (iii) 4,826,402 Company 3,329,519 Shares were held by issuable in respect of outstanding STFC RSUs, assuming attainment of all applicable performance-based vesting requirements at the Company in its treasury; maximum payout levels, (iv) an aggregate of 4,390,772 shares of Company Stock 570,275 Shares were reserved for issuance pursuant subject to outstanding awards and rights under the Company STFC Stock Plans Options, and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 6,914,512 shares are held in STFC’s treasury and no Shares are held by a Subsidiary of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company StockSTFC. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards Except as set forth in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereofthis Section 5.03(a), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock AwardsMeasurement Date, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock of or other voting securities or ownership interests in STFC. From the Companyclose of business on the Measurement Date through the date of this Agreement, there have been no (BI) options, warrants, calls, pre-emptive rights, subscriptions, rights issuances of any Shares or any other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock equity or voting securities or interests in STFC other ownership interests inthan issuances of Shares pursuant to the exercise, vesting or settlement, as applicable, of STFC Equity Awards outstanding as of the close of business on the Measurement Date in accordance with the terms of such STFC Equity Awards in effect as of the Measurement Date or (II) grants of any STFC Equity Awards or any other equity or equity-based awards that could result in the Company issuance of Shares. (orb) Other than 423,252 Shares reserved for issuance under the ESPP or pursuant to the terms of the MSPP as in effect on the date of this Agreement, in each case, the economic equivalent thereof), (C) there are no outstanding contractual obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company STFC or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company SecuritiesShares or STFC Share Rights or to pay any dividend or make any other distribution in respect thereof (other than quarterly cash dividends paid by STFC on the Shares not in excess of $0.10 per Share, per quarter). There are no bondsshareholder agreements, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company STFC or any of its Subsidiaries is a party with respect to the voting of capital stock of holding, voting, registration, redemption, repurchase or disposition of, or that restricts the Company or (ii) outstanding contractual obligations to provide funds to or make transfer of, any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership equity interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary SecuritiesSTFC. All of outstanding Shares are, and any additional Shares issued by STFC after the outstanding shares of capital stock of date hereof and prior to the Subsidiaries of the Company have been Effective Time will be, duly authorized and validly issued and are issued, fully paid and nonassessable nonassessable, and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds not subject to or make issued in violation of any investment purchase option, call option, right of first refusal, preemptive right, subscription right or similar right. (in the form of a loanc) With respect to each STFC Equity Award, capital contribution or otherwiseSection 5.03(c) in any Subsidiary of the Company STFC Disclosure Letter sets forth, as of the Measurement Date, the name of the holder of such STFC Equity Award, the number of vested and unvested Shares covered by such STFC Equity Award (assuming attainment of all applicable performance-based vesting requirements at the maximum payout levels), the date of grant, the vesting schedule applicable to the STFC Equity Awards, the cash exercise price or any other Personxxxxx xxxxx per share of such STFC Equity Award, if applicable, and the applicable expiration date. There are not outstanding obligations No STFC Stock Option is subject to which Section 409A of the Company or any Code and each STFC Stock Option intended to qualify as an “incentive stock option” under Section 422 of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesCode so qualifies.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 200,000,000 150,000,000 shares of Company Common Stock and 10,000,000 Stock, of which 76,106,805 shares of Company Preferred Stock. At the close of business on July 26, 2016, (i) 28,746,664 shares of Company Common Stock were issued and outstanding; (ii) no outstanding as of July 17, 2003 and 250 shares of Company Preferred Stock were are issued and outstanding; (iii) 4,826,402 Company Shares were held by in the Company in its treasury; (iv) an aggregate treasury of 4,390,772 the Company. As of the date hereof, 22,700,000 shares of Company Stock were reserved for issuance pursuant to the Company Option Plans, and 17,764,694 shares of Company Common Stock are reserved for issuance pursuant to outstanding awards Company Stock Options as of July 17, 2003. As of the date hereof, 5,250,000 shares are reserved for issuance pursuant to the Company's 2002 Stock Option Plan and rights 2002 Director Option Plan, and no options to acquire shares of the Company Common Stock are outstanding under the Company 2002 Stock Plans Option Plan and (v) under the Company Stock Plans2002 Director Option Plan. As of the date hereof, there were are no warrants outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding shares of the Company Shares have beenCommon Stock are, and all shares of Company Common Stock that which may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Options, prior to the Company RSU Awards Merger Effective Time will be (be, when issued in accordance with the terms thereof), duly authorized and authorized, validly issued and are issued, fully paid and nonassessable non-assessable and are free of not subject to any preemptive or similar rights. . (b) Section 4.2(a3.2(b) of the Company Disclosure Letter contains Schedule sets forth a truecomplete list of options under the 1999 Stock Option Plan and the 2000 Stock Option Plan (collectively, correct and complete list, the "Company Option Plans") outstanding as of the date hereof, showing the date of all grant, whether or not such Company Stock AwardsOption is intended to be an incentive stock option or a non-qualified stock option, indicating as applicable, with respect to the exercise price of each Company Stock Award then outstandingOption, the type of Company Stock Award granted, and the number of shares of Company Common Stock subject to issuable upon exercise of each Company Stock Option. All of such Company Stock AwardOptions have been granted to employees, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issuedirectors, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations consultants of the Company or any a Company Subsidiary in the ordinary course of business consistent with past practices. All Company Stock Options granted under the Company Option Plans have been granted pursuant to option award agreements in substantially the form attached as an exhibit to Section 3.2(b) of the Company Disclosure Schedule. The Company has made available to Parent or its Subsidiaries to purchase, redeem or otherwise acquire any counsel complete and correct copies of the Company Securities. Option Plans and all forms of option agreements. (c) There are no bonds, debentures, notes or other indebtedness having general voting rights (or which are convertible into or exchangeable for equity securities having such rights(any of the foregoing, "Convertible Debt") with respect to of the Company or any Company Subsidiary issued and outstandingoutstanding as of the date hereof. There are no As of the date hereof, (i) voting trusts there are no existing options, warrants, calls, pre-emptive rights, subscriptions or other agreements rights, agreements, arrangements or understandings to which the Company or commitments of any of its Subsidiaries is a party with respect kind relating to the voting of issued or unissued capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in Company Subsidiary obligating the Company or any of its Subsidiaries in exchange for ownership of Common Stock Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the CompanyConvertible Debt of, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from equity interest in, the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (Subsidiary or securities convertible into or exchangeable for capital stock such shares or voting securities equity interests, or other ownership interests in) any Subsidiary of the Company, (iii) obligations of obligating the Company or any of its Subsidiaries Company Subsidiary to grant, extend or enter into any subscriptionsuch option, warrant, call, subscription or other right, convertible agreement, arrangement or exchangeable security or other similar agreement or commitment relating to any capital stockcommitment, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), and (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) there are no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All shares of the outstanding shares of capital stock of the Subsidiaries Company or any Company Subsidiary or any affiliate of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Company Subsidiary of the Company or any other Person. There are not entity. (d) All outstanding obligations to which the shares of Company Common Stock, all outstanding Company Stock Options and all outstanding shares of capital stock of each Company Subsidiary have been issued and granted in compliance with (i) all applicable laws, including applicable securities laws, and (ii) all material requirements set forth in applicable agreements or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securitiesinstruments.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 42,000,000 shares of Company Common Stock and 10,000,000 3,000,000 shares of Company Preferred Stockundesignated stock. At the close As of business on July 26January 20, 20162005, (i) 28,746,664 17,841,620 shares of Company Common Stock were are issued and outstanding; , (ii) 218,884 shares of Company Common Stock are reserved for issuance upon exercise of awards granted pursuant to the Company's 2000 Employee Stock Purchase Plan (the "Company ESPP"), (iii) 1,991,491 shares of Company Common Stock are reserved for issuance upon exercise of awards granted pursuant to the Company's 1997 Stock Incentive Plan (the "1997 Plan"), and (iv) no shares of Company Preferred Stock were undesignated stock are issued and outstanding; . (iiib) 4,826,402 Company Shares were held by Section 4.3(b) of the Company in its treasury; (iv) an aggregate Disclosure Schedule sets forth a true, complete and correct list of 4,390,772 all persons who, as of January 20, 2005 held outstanding options to acquire shares of Company Common Stock were reserved for issuance pursuant to outstanding awards and rights (the "Company Stock Options" under the Company Stock Plans and (v) or under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements equity incentive plan or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.2(a) arrangement of the Company Disclosure Letter contains a trueand its Subsidiaries, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicableindicating, with respect to each Company Stock Award Option then outstanding, the type tax status of Company Stock Award grantedsuch option under Section 422 of the Code, the number of shares of Company Common Stock subject to such Company Stock AwardOption, the name of the plan under which such Company Stock Option was granted and the exercise price, date of grant, exercise or purchase price vesting schedule and expiration date thereof, including to the extent to which any vesting has occurred as of the date of this Agreement and whether (and to what extent) the vesting of such Company Stock Option will be accelerated in any way by the consummation of the transactions contemplated by this Agreement 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 Acquisition Merger. The Company has made available to Parent true, complete and correct copies of all Company Stock Plans and the 1997 Plan and the forms of all stock option agreements evidencing outstanding Company Stock Options. (c) Except as described in Section 4.3(a), no capital stock of the Company or any of its Subsidiaries or any security convertible or exchangeable into or exercisable for such capital stock, is issued, reserved for issuance or outstanding as of the date of this Agreement. Except for the Company Stock Awardsas described in Section 4.3(a), there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Companyoptions, (B) optionspreemptive rights, warrants, calls, pre-emptive rights, subscriptionscommitments, rights agreements, arrangements or other agreements or commitments requiring understandings of any kind to which the Company to issueor any of its Subsidiaries is a party, or other obligations of by which the Company to issueor any of its Subsidiaries is bound, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by obligating the Company or any of its Subsidiaries to make any payments based on the price issue, deliver or value of the sell, or cause to be issued, delivered or sold, additional shares of Company Common Stock. There are on the date hereof no outstanding obligations capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to purchasegrant, redeem extend or otherwise acquire accelerate the vesting of or enter into any Company Securitiessuch option, warrant, call, right, commitment, agreement, arrangement or understanding. There are no bondsshareholder agreements, debenturesvoting trusts, notes proxies or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements similar agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to the voting any shares of capital stock of the Company or any of its Subsidiaries. There are no rights or obligations, contingent or otherwise (ii) outstanding contractual obligations to provide funds to or make any investment (including rights of first refusal in favor of the form Company), of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock Subsidiaries, to repurchase, redeem or otherwise acquire any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary of the Company or any other Personentity. There are not outstanding obligations no registration rights or other similar agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party restricting the transfer ofparty, or limiting by which it or they are bound, obligating the exercise Company or any of voting rights its Subsidiaries with respect toto any shares of Company Common Stock or shares of capital stock of any such Subsidiary. (d) All outstanding shares of the Company's capital stock are, and all shares of Company Common Stock reserved for issuance as specified above will be, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the MBCA, the Company Charter or the Company Bylaws or any agreement to which the Company is a party or is otherwise bound. None of the outstanding shares of Company Common Stock have been issued in violation of any federal or state securities Laws. All of the outstanding shares of capital stock of each of the Company's Subsidiaries Securitiesare duly authorized, validly issued, fully paid and nonassessable, and all such shares are owned by the Company or a Subsidiary of the Company free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever (collectively, "Liens"). There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the Company or any of its Subsidiaries. (e) The Company Common Stock constitutes the only class of securities of the Company or its Subsidiaries registered or required to be registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close of business on July 26, 2016, (i) 28,746,664 Twenty Million (20,000,000) Shares and (ii) Five Million (5,000,000) shares of Company Common Stock preferred stock, par value $0.10 per share. As of March 31, 2006: (A) 7,115,204 Shares were issued and outstanding; , (iiB) no shares of Company Preferred Stock preferred stock were issued and outstanding; outstanding and (iiiC) 4,826,402 Company there were 2,403,000 Treasury Shares. All outstanding Shares were held by are validly issued, fully paid, nonassessable and free of any preemptive rights. Since March 31, 2006, the Company in its treasury; has not issued any Shares other than pursuant to the exercise of Stock Options granted under an Equity Compensation Plan. (ivb) an aggregate The Company has reserved 1,610,000 Shares for issuance under the Equity Compensation Plans, of 4,390,772 shares of Company Stock were which 10,000 Shares have been reserved for issuance pursuant to outstanding awards Equity Compensation Plans other than the Company’s Second Amended and rights under Restated Stock Option Plan for Executive and Key Employees and the Company Stock Plans and (v) under Company’s Equity Incentive Plan of 2004. As of March 31, 2006, with respect to the Company Stock Equity Compensation Plans, there were outstanding Company Stock Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From 652,000 Shares and, since such date until the date hereofdate, neither the Company nor has not granted, committed to grant or otherwise created or assumed any obligation with respect to any Stock Options, other than as permitted by Section 5.1(b) or other rights or awards under any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rightsEquity Compensation Plans. Section 4.2(a3.4(b) of the Company Disclosure Letter contains Schedule sets forth a true, complete and correct list of all outstanding Stock Options, the number of Shares subject to each such Stock Option and complete listthe grant dates, expiration dates, exercise prices and vesting schedule of each such Stock Option. All outstanding Stock Options are evidenced by the Stock Option agreements set forth in Section 3.4(b) of the Company Disclosure Schedule, and no Stock Option agreement contains terms that are inconsistent with, or in addition to, the terms contained therein. (c) The Company has reserved 436,000 Shares for issuance pursuant to certain warrants to purchase Company Common Stock, of which (i) 100,000 Shares have been reserved for issuance pursuant to that certain Warrant to Purchase Common Stock, dated April 25, 2004, held by Xxxxx X. Xxxxxxx with an exercise price of $7.82 per share and (ii) 336,000 Shares have been reserved for issuance pursuant to those certain Warrants to Purchase Common Stock, dated November 12, 2004, held by various holders with an exercise price of $10.66 per share (the items in clauses (i) and (ii) being referred to collectively as the “Warrants”). As of the date hereof, except as disclosed in Section 3.4(c) of all the Company Stock AwardsDisclosure Schedule, indicating as applicableno portion of the Warrants has been exercised by the holders thereof and other than pursuant to such Warrants, the Company has not granted, committed to grant or otherwise created or assumed any obligation with respect to each Company Stock Award then outstandingany warrants for the purchase of the capital stock of the Company. Copies of the Warrants have been filed with the SEC, and no existing warrant agreement contains terms that are inconsistent with, or in addition to, the type terms contained therein. (d) Except as set forth in this Section 3.4 or as disclosed in Section 3.4(d) of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock AwardsDisclosure Schedule, there are on the date hereof (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (Aii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting securities or ownership interests in interest in, the CompanyCompany (including any Voting Company Debt), (Biii) no outstanding options, warrants, calls, pre-emptive rights, subscriptions, rights or other commitments or agreements or commitments requiring to acquire from the Company to issueCompany, or other obligations of that obligates the Company to issue, any capital stockstock of, voting securities or other ownership interests in (equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting securities or other ownership interests interest in) the Company (or, in each case, the economic equivalent thereof)Company, (Civ) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stockstock of, voting securities or other ownership interests in equity or voting interest (including any Voting Company Debt) in, the Company (the items in clauses (Ai), (Bii), (iii) and (Civ), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (Dv) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common StockShares. There are on the date hereof no outstanding obligations agreements of any kind which obligate the Company or any of its Subsidiaries to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights . (or convertible into securities having such rightse) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (iExcept as disclosed in Section 3.4(c) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary SecuritiesDisclosure Schedule, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or limiting the exercise granting any preemptive rights, antidilutive rights or rights of voting first refusal or similar rights with respect to, to any Subsidiaries Securitiessecurities of the Company.

Capitalization. (a) The As of the date hereof, the authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock. At the close , of business on July 26, 2016, (i) 28,746,664 which 6,000,000 authorized shares of Company Stock are designated as Class A Common Stock were and 4,000,000 authorized shares of Company Stock are designated as Class B Common Stock. As of the date of this Agreement, and without giving effect to the transactions contemplated by this Agreement or any of the other Transaction Documentation (as defined below), no shares of Class A Common Stock are issued and outstanding and 4,000,000 shares of Class B Common Stock are issued and outstanding; (ii) . No other shares of Company Stock are issued and outstanding, and no shares of Company Preferred Stock were issued are held in the treasury of the Company. As of the date of this Agreement and outstanding; (iii) 4,826,402 Company Shares were held by as of immediately prior to the Company in its treasury; (iv) an aggregate of 4,390,772 Effective Time, there are and will be no outstanding options to purchase shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under except as set forth on Section 2.2 of the Company Stock Plans Disclosure Schedule (“Company Options”) and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 will be no shares of Company Common Stock that are or have been subject to vesting or forfeiture or repurchase by the Company except as set forth on Section 2.2 of the Company Disclosure Schedule (“Company Restricted Stock”). As of the date of this Agreement and as of immediately prior to the Effective Time, there are and will be no outstanding Company RSU Awards with respect warrants to 1,813,980 purchase shares of Company Stock. From such Section 2.2 of the Company Disclosure Schedule sets forth a complete and accurate list of (a) all stockholders of the Company, indicating the number and class of Company Stock held by each stockholder, (b) all stock option plans and other stock or equity-related plans of the Company and the number of shares of Company Stock remaining available for future awards thereunder, (c) all outstanding Company Options, indicating (i) the holder thereof, (ii) the number of shares of Company Stock subject to each Company Option, (iii) the exercise price, date until of grant, vesting schedule and expiration date for each Company Option, and (iv) any terms regarding the acceleration of vesting, and (d) all outstanding debt convertible into Company Stock, indicating the outstanding amounts thereon as of the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the issued and outstanding shares of Company Shares have beenStock are, and all shares of Company Common Stock that may be issued pursuant to the upon exercise of outstanding Company Stock Awards or vesting of Company RSU Awards Options will be (when upon issuance in accordance with their terms), duly authorized, validly issued, fully paid, nonassessable and, effective as of the Effective Time, free of all preemptive rights, and have been or will be issued in accordance with applicable laws, including but not limited to, the terms thereof)Securities Act. Other than the Company Options or as contemplated by the Private Placement Offering, duly there are no outstanding or authorized and validly issued and options, warrants, securities, rights, agreements or commitments to which the Company is a party or which are fully paid and nonassessable and binding upon the Company providing for the issuance or redemption of any of Company Stock or pursuant to which any outstanding Company Stock is subject to vesting. There are free of preemptive rightsno outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Other than as listed in Section 4.2(a) 2.2 of the Company Disclosure Letter contains Schedule, there are no agreements to which the Company is a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, party or by which it is bound with respect to each Company Stock Award then outstandingthe voting (including without limitation voting trusts or proxies), registration under the type of Company Stock Award grantedSecurities Act, the number of shares of Company Common Stock subject or sale or transfer (including without limitation agreements relating to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptionsrights of first refusal, co-sale rights or other agreements or commitments requiring the Company to issue, or other obligations “drag-along” rights) of any securities of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) Company. To the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock knowledge of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There there are no bondsagreements among other parties, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of capital stock first refusal, co-sale rights or “drag-along” rights) of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another Company. All of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies Company Stock were issued in compliance with respect to any such shares. There are no outstanding (i) applicable securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securitieslaws.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 shares (i) 150,000,000 Company Class A Shares, of Company Common Stock and 10,000,000 shares which, as of Company Preferred Stock. At the close of business on July 26November 1, 20162019 (the “Capitalization Date”), there were 33,983,093 Company Class A Shares outstanding (i) 28,746,664 shares of including 954,067 Company Common Class A Shares underlying Company Restricted Stock were issued Awards and outstanding; excluding 0 Company Shares held in treasury), (ii) 30,000,00 Company Class B Shares, of which, as of the Capitalization Date, there were 4,817,394 Company Class B Shares issued and outstanding and (iii) 10,000,000 shares of preferred stock, par value $0.01 per share, of the Company (the “Company Preferred Stock”), of which, as of the Capitalization Date, no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 . No Company Subsidiary owns any Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options or has any option or warrant to purchase 2,576,792 shares of any Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants Shares or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards Equity Interest in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockthe Company. All of the outstanding Company Shares have been, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards will be (when issued in accordance with the terms thereof), been duly authorized and validly issued and are fully paid and paid, nonassessable and are free of preemptive rights. Section 4.2(a. (b) As of the close of business on the Capitalization Date, the Company Disclosure Letter contains a truehas no Company Shares or shares of Company Preferred Stock subject to or reserved for issuance, correct and complete list, as of the date hereof, of all except for (i) 545,590 Company Class A Shares subject to outstanding Company Stock AwardsOptions under the Company Equity Plans, indicating as applicable, (ii) 463,728 Company Class A Shares subject to outstanding Company PSU Awards (assuming vesting at target performance levels with respect to each Company Stock PSU Award then outstandingthat is subject to performance-based vesting), (iii) 316,283 Company Class A Shares reserved for future issuance under the Company Equity Plans for awards not yet granted and (iv) 1,907,550 Company Class B Shares issuable upon the exercise of the Class B Warrant. All Company Shares subject to issuance under the Company Equity Plans and the Class B Warrant, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. (c) As of the close of business on the Capitalization Date, other than the Company Equity Awards, the type of Company Stock Award granted, Class B Warrant and the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for preemptive rights set forth in the Company Stock AwardsCharter, there are on the date hereof no outstanding (A) securities of the Company convertible into Equity Interests or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) other options, warrants, calls, pre-emptive warrants or other rights, subscriptions, rights or other agreements or commitments requiring the Company to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares any Equity Interests of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, acquire or sell any Equity Interests of the Company or any Company Subsidiary. Since the close of business on the Capitalization Date, the Company has not issued any Company Shares, Company Equity Awards or other Equity Interests (including shares of Company Preferred Stock) other than Company Shares issued upon the exercise or settlement of Company Equity Awards outstanding as of the close of business on the Capitalization Date in accordance with their terms. (d) Other than the Company Equity Awards, the Class B Warrant and outstandingthe preemptive rights set forth in the Company Charter, there are no obligations (whether outstanding or authorized) of the Company or any Company Subsidiary requiring the redemption or repurchase of, or containing any right of first refusal with respect to, or granting any preemptive rights with respect to, any Company Shares or other Equity Interests of the Company or any Company Subsidiary. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries Company Subsidiary is a party with respect to the voting of capital stock Company Shares or other Equity Interests of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loanCompany Subsidiary, capital contribution or otherwise) in other than any such agreements solely between and among the Company and any Company Subsidiary or any of its Subsidiaries in exchange for ownership of Common Stock solely between and among two or any other equity interest in the more Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such sharesSubsidiaries. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote. (e) Section 3.2(e) of the Company Disclosure Letter sets forth, as of the close of business on the Capitalization Date, all Indebtedness of the Company and the Company Subsidiaries, excluding any Indebtedness with an outstanding principal amount as of the date hereof of less than two million dollars ($2,000,000) individually (provided, that all such excluded Indebtedness has an aggregate outstanding principal amount as of the date hereof of less than ten million dollars ($10,000,000)). From the close of business on the Capitalization Date to the date hereof, the Company has not incurred any Indebtedness that would be required to be set forth on Section 3.2(e) of the Company Disclosure Letter if such Indebtedness was incurred prior to the close of business on the Capitalization Date. “Indebtedness” means, with respect any Person: (i) securities (A) the amount of the Company or indebtedness of such Person for borrowed money and (B) indebtedness of such Person evidenced by any of its Subsidiaries convertible into or exchangeable for shares of capital stock note, bond, debenture or other voting securities debt security, in the case of clauses (A) and (B), whether incurred, assigned, granted or ownership interests in any Subsidiary unsecured (which, for the avoidance of the Companydoubt, shall not include accounts payable, accrued liabilities or “earn-outs”); (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company such Person with respect to interest rate and currency swap arrangements and any other arrangements designed to protect against fluctuations in interest or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, currency rates payable upon termination thereof; and (iii) reimbursement obligations of such Person with respect to any performance bonds, bank overdrafts, letters of credit and similar charges (to the Company or any extent drawn) (which, for the avoidance of its Subsidiaries to grantdoubt, extend or enter into any subscriptionshall not include customer deposits, warrant, right, convertible or exchangeable security or “earn-outs,” escrow and other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (icontingent payment obligations), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries Securities.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 seventy-five million (75,000,000) shares of Company Common Stock and 10,000,000 Stock, seven hundred fifty thousand (750,000) shares of Series A preferred stock, par value $0.01 per share (“Series A Preferred Stock”), and ten million (10,000,000) shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). At As of the close of business on July 26August 24, 20162012 (the “Capitalization Date”), (i) 28,746,664 22,436,562 shares of Company Common Stock were issued and outstanding; outstanding (which includes 1,022,902 shares of Company Restricted Stock that will be cancelled in accordance with Section 2.08), (ii) no shares of Company Common Stock were held in the treasury of the Company, (iii) no shares of Company Common Stock were held by the Company Subsidiaries, and (iv) 1,536,425 shares of Company Common Stock were reserved for future issuance pursuant to outstanding Company Stock Options, Company RSUs and other purchase rights granted pursuant to the Company Incentive Plans (the “Company Stock Awards”). As of the Capitalization Date, no shares of Series A Preferred Stock or Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by . Since and including the Capitalization Date, the Company in its treasury; has not issued or granted any Company Common Stock (iv) an aggregate other than the issuance of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock upon the exercise of Company Stock Awards issued prior to the date of this Agreement), Series A Preferred Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Preferred Stock or Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockStock Awards. All of the outstanding shares of Company Shares have beenCommon Stock are, and all shares of Company Common Stock that may be issued pursuant to the exercise of outstanding Company Stock Awards or vesting of Company RSU Awards as permitted by this Agreement will be (be, when issued in accordance with the terms thereof)issued, duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and are issued free of preemptive any pre-emptive rights. Except as set forth in this Section 4.2(a3.03, there are no (i) options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company Disclosure Letter contains or any Company Subsidiary to which the Company or any Company Subsidiary is a true, correct and complete list, as of party or obligating the date hereof, of all Company Stock Awards, indicating as applicable, with respect or any Company Subsidiary to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of issue or sell any shares of Company Common Stock subject to such Company Stock Awardcapital stock or Voting Debt of, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there are on the date hereof no outstanding other equity or voting interests in (A) or securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring the Company to issueVoting Debt of, or other obligations equity or voting interests in), the Company or any Company Subsidiary or (ii) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights, bonds, debentures, notes or other indebtedness of the Company to issue, or any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) of the Company (orSubsidiaries that are, in each case, derivative of, or provide economic benefits based, directly or indirectly, on the economic equivalent thereof)value or price of, (C) obligations any shares of capital stock of the Company to grantor any Company Subsidiary, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in each case that have been issued by the Company or any Company Subsidiary (the items in clauses (A), (Bi) and (Cii), together with the capital stock of the CompanyCompany and the Company Subsidiaries, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock). There Except as set forth in this Section 3.03, there are on the date hereof no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in the in, any Company or any of its Subsidiaries in exchange for ownership of Common Stock Subsidiary or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” lawsperson. (b) The Section 3.03(b) of the Disclosure Letter sets forth as of the close of business on the Capitalization Date a true and correct list of each outstanding Company Stock Option granted under the Company Incentive Plans, including: the holder thereof; the number of shares of Company Common Stock subject thereto; the Company Incentive Plan under which such Company Stock Options were granted or another issued; and the exercise xxxxx, xxxxx or issue date and expiration date for each such Company Stock Option. All shares of its Subsidiaries is Company Common Stock subject to issuance under the record Company Incentive Plans, upon issuance in accordance with the terms and beneficial owner conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and issued free of all any pre-emptive rights. (c) Section 3.03(c) of the issued Disclosure Letter sets forth, as of the close of business on the Capitalization Date, a true and correct list of each outstanding shares Company RSU granted under the Company Incentive Plans, including: the holder thereof; the Company Incentive Plan under which such Company RSUs were granted or issued; and the grant or issue date and expiration date for each such Company RSU. (d) Each outstanding share of capital stock of each Company Subsidiary of the Companyis duly authorized, free and clear of any Lien (other than Permitted Liens)validly issued, and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are was issued free of preemptive any pre-emptive rights. Except , and each such share is owned by the Company free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company’s or any Company Subsidiary’s voting rights, charges and other encumbrances of any nature whatsoever. (e) No bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into or exercisable for Subsidiary Securitiessecurities having the right to vote) (collectively, neither “Voting Debt”) on any matters on which stockholders of the Company may vote are issued or outstanding. (f) Neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Company Subsidiary of the Company or any other Person. There are not outstanding obligations to which the Company or any of its Subsidiaries is a party to an agreement (i) restricting the transfer of, (ii) relating to the voting of, or limiting (iii) requiring the exercise registration under any securities Law for sale of voting rights with respect to, any Subsidiaries Company Securities.

Capitalization. (a) The authorized capital stock of the Company consists of 200,000,000 (i) 100,000,000 shares of Company Common Stock and 10,000,000 (ii) 5,000,000 of preferred stock, par value $0.001 per share (the “Company Preferred Stock”), of which 100,000 shares have been designated as Series A Junior Participating Preferred Stock and reserved for issuance pursuant to the Company Rights Agreement. The rights and privileges of the Company Common Stock and the Company Preferred Stock are as set forth in the Company’s Third Amended and Restated Certificate of Incorporation and the Certificate of Designations of Series A Junior Participating Preferred Stock. At the close of business on July 26December 3, 20162014, (i) 28,746,664 shares of Company Common Stock 46,443,938 Shares were issued and outstanding; , of which no Shares are subject to any rights of the Company to repurchase upon termination of employment, (ii) Company Stock Options to purchase an aggregate of 7,990,353 Shares were issued and outstanding, (iii) 2,754,942 Company Restricted Stock Units were issued and outstanding and (iv) and no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 Company Shares were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to . All outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All stock of the outstanding Company Shares have been, and all shares of Company Common Stock Shares that may be issued pursuant to the exercise of outstanding any Company Stock Awards or vesting of Company RSU Awards Plan will be (be, when issued in accordance with the respective terms thereof), duly authorized and validly issued and are (or, in the case of shares that have not yet been issued, will be) fully paid and paid, nonassessable and are free of preemptive rights. . (b) Section 4.2(a4.06(b)(i) of the Company Disclosure Letter contains a true, correct and complete listSchedules sets forth, as of the date hereofclose of business on December 3, 2014, a complete and correct list of (i) all outstanding Company Stock AwardsOptions, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, including the number of shares subject to such award, the name of the holder, the grant date, the vesting schedule and the expiration date thereof, and the exercise or purchase price per share and (ii) all outstanding Company Restricted Stock Units, including the name of the holder and the grant date and vesting schedule thereof. The Company stock plans set forth on Section 4.06(b)(ii) of the Company Disclosure Schedules (the “Company Stock Plans”) are the only plans or programs the Company or any of the Company Subsidiaries maintains under which stock options, restricted stock, restricted stock units, stock appreciation rights or other compensatory equity and equity-based awards are outstanding and no awards other than Company Stock Options and Company Restricted Stock Units were granted under the Company Stock Plans or otherwise. With respect to each grant of Company Equity Award, (i) each such grant was made in accordance in all material respects with the terms of the applicable Company Stock Plan and Applicable Law (including rules of Nasdaq), (ii) each such grant was properly accounted for substantially in accordance with GAAP in the in the Company SEC Documents (including financial statements) and all other Applicable Law and (iii) each Company Stock Option has an exercise price per share of Company Common Stock subject equal to such or greater than the fair market value of a share of the Company Common Stock Award, on the date of such grant, exercise or purchase price and expiration thereof. Except for The Company has Made Available to Parent each form of award agreement under the Company Stock AwardsPlans. (c) Except as set forth in this Section 4.06 and for changes since December 3, 2014 resulting from the exercise or settlement of Company Equity Awards outstanding on such date, there are on the date hereof no outstanding (Ai) shares of capital stock or voting securities of the Company, (ii) securities of the Company or the Company Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company or ownership interests in any of the CompanyCompany Subsidiaries, (Biii) options, warrants, calls, pre-emptive rights, subscriptions, warrants or other rights or other agreements or commitments requiring arrangements to acquire from the Company to issueor any of the Company Subsidiaries, or other obligations or commitments of the Company or any of the Company Subsidiaries to issue, any capital stock, stock or other voting securities or other ownership interests in (in, or any securities convertible into or exchangeable for capital stock or other voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based the Company Subsidiaries, (iv) restricted shares, restricted stock units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or of, any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to or make any investment (in the form of a loanof, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock or any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Companyin, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (iii)-(iv) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as the “Subsidiary Company Securities”), (v) voting trusts, proxies or (iv) obligations of the other similar agreements or understandings to which Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company Subsidiaries is a party or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. There are not outstanding obligations to by which the Company or any of its the Company Subsidiaries is bound with respect to the voting of any shares of capital stock of Company or any of the Company Subsidiaries or (vi) contractual obligations or commitments of any character to which the Company or a Company Subsidiary is a party restricting the transfer of, or limiting requiring the exercise of voting rights with respect toregistration for sale of, any shares of capital stock of Company or any of the Company Subsidiaries. There are no outstanding obligations or commitments of any character of the Company or any of the Company Subsidiaries Securitiesto repurchase, redeem or otherwise acquire any of the Company Securities or any of the capital stock of the Company Subsidiaries. All Company Stock Options and Company Restricted Stock Units may, by their terms, be treated in accordance with Section 2.08. No Company Subsidiary owns any Company Securities (including any Shares). (d) Since January 1, 2011, the Company has not declared or paid any dividend, or declared or made any distribution on, or authorized the creation or issuance of, or issued, or authorized or effected any split-up or any other recapitalization of, any of its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding capital stock. Other than the Company Common Stock, there are no outstanding bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or, other than the outstanding Company Stock Options and Company Restricted Stock Units, convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.

Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of the Company consists of 200,000,000 400,000,000 shares of Company Common Stock and 10,000,000 50,000,000 shares of Company Preferred Stock. At . (b) As of the close of business on July 2610, 20162014, there were (i) 28,746,664 71,239,946 shares of Company Common Stock were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) 4,826,402 9,297,526 shares of Company Shares were held Common Stock owned by the Company in its treasuryas treasury stock; (iv) an aggregate of 4,390,772 no shares of Company Common Stock were owned by Subsidiaries of the Company; and (v) 1,233,067 shares of Company Common Stock reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Incentive Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stock. All of the outstanding Company Shares have been, and all including (A) 659,979 shares of Company Common Stock that may be issued are subject to issuance pursuant to the exercise of Company Stock Options outstanding under the Company Stock Incentive Plans (whether or not presently exercisable) and (B) 573,088 shares of Company Common Stock subject to outstanding Company Stock Awards RSUs (assuming target performance levels are achieved). As of the close of business on July 10, 2014, except as set forth above, no other Securities or vesting Equity Interests of the Company were issued, reserved for issuance or outstanding. From the close of business on July 10, 2014 to the date of this Agreement, there have been no issuances by the Company of any Securities or Equity Interests of the Company, other than the issuance of Company RSU Awards Common Stock upon the exercise of Company Stock Options or settlement of Company RSUs. All of the issued and outstanding shares of Company Common Stock have been, and any shares of Company Common Stock issued upon the exercise of Company Stock Options or settlement of Company RSUs will be (when issued in accordance with the terms thereof)be, duly authorized and validly issued and are or will be fully paid and paid, nonassessable and are free of preemptive or similar rights. Section 4.2(a. (c) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all Company Stock Awards, indicating as applicable, with respect to each Company Stock Award then outstanding, the type of Company Stock Award granted, the number of shares of Company Common Stock subject to such Company Stock Award, the date of grant, exercise or purchase price and expiration thereof. Except for the Company Stock Awards, there There are on the date hereof no outstanding (A) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the CompanySecurities, (B) options, warrants, calls, pre-emptive rights, subscriptions“phantom” stock rights, rights stock appreciation rights, stock-based performance units, commitments or other agreements or commitments requiring the Company Contracts to issue, or other obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (or, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by which the Company or any Company Subsidiary is a party, or by which the Company or any Company Subsidiary is bound, obligating the Company or any Company Subsidiary to issue, deliver or sell, Securities of its Subsidiaries the Company or of any Company Subsidiary, or obligating the Company to make any payments payment based on the value or price or value of the shares of Company Common StockStock or of any Security of the Company or any Company Subsidiary. There are on the date hereof no outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to purchaserepurchase, redeem or otherwise acquire any Company Securities. There are no bondsSecurities or Equity Interests of, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or (ii) outstanding contractual obligations to provide funds to to, or make any investment (in the form of a loan, capital contribution or otherwise) in in, the Company, any Company Subsidiary or any other Person, other than pursuant to the Company Benefit Plans or pursuant to arrangements among the Company or any Company Subsidiaries. (d) There are no bonds, debentures, notes or other Indebtedness of the Company or any of its the Company Subsidiaries in exchange for ownership having the right to vote (or convertible into, or exchangeable for, Securities having the right to vote) on any matters on which stockholders of Common Stock the Company may vote. There are no proxies, voting trusts or any other equity interest in Contracts to which the Company or such Subsidiary. All outstanding securities any Company Subsidiary is a party, or is bound, with respect to the voting of any Securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including or any Company Subsidiary or the registration of the Securities Act and “blue sky” lawsof the Company or the Company Subsidiaries under any U.S. or foreign securities Law. (be) The Company is, directly or another of its Subsidiaries is indirectly, the record holder and beneficial owner Beneficial Owner of all of the issued and outstanding shares of capital stock Securities of each Subsidiary of the CompanyCompany Subsidiary, free and clear of any Lien material Liens and free of any other material limitation or restriction (other than Permitted Liens)including any limitation or restriction on the right to vote, and there are no proxies with respect to any such shares. There are no outstanding (i) securities sell, transfer or otherwise dispose of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (iSecurities), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of such Securities so owned by the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free no such Securities have been issued in violation of any preemptive or similar rights. Except for Subsidiary Securities, neither the Securities of the Company nor any Subsidiaries or as set forth on Section 3.2(e) of its Subsidiaries owns the Company Disclosure Letter, the Company does not own, directly or indirectly indirectly, any equity Securities or other ownership interests in any Person, or has any obligation to acquire other Person (any such equity interests, or to provide funds to or make any investment (interests in the form of a loan, capital contribution or otherwiseanother Person set forth on Section 3.2(e) in any Subsidiary of the Company Disclosure Letter, a “Company Investment”). The Company owns, directly or indirectly, each Company Investment, free and clear of any material Liens and free of any other Person. There are not outstanding obligations material limitation or restriction (including any limitation or restriction on the right to which the vote, sell, transfer or otherwise dispose of such Company or any of its Subsidiaries is a party restricting the transfer of, or limiting the exercise of voting rights with respect to, any Subsidiaries SecuritiesInvestment).

Capitalization. (a) The authorized capital stock Company Capital Stock of the Company consists of 200,000,000 100,000,000 shares of Company Common Stock and 10,000,000 2,250,000 shares of Company Preferred Stock. At As of the close of business on July 26March 27, 20162017 (the “Capitalization Date”), (iA) 28,746,664 shares of 51,192,445 Company Common Stock Shares were issued and outstanding; , (iiB) no shares of Company Preferred Stock were issued and outstanding; , and (iiiC) 4,826,402 no shares of Company Shares Capital Stock were held by the Company in its treasury; (iv) an aggregate of 4,390,772 shares of Company Stock were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans and (v) under the Company Stock Plans, there were outstanding Company Options to purchase 2,576,792 shares of Company Common Stock, and outstanding Company RSU Awards with respect to 1,813,980 shares of Company Stock. From such date until the date hereof, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, has granted any options, restricted stock, stock appreciation rights, warrants or rights or entered into any other agreements or commitments to issue any shares of its capital stock, or granted any other awards in respect of any shares of its capital stock or has split, combined, subdivided or reclassified any of its shares of capital stockas treasury shares. All of the outstanding Company Shares have beenare validly issued, fully paid, non-assessable and all free of any preemptive rights. Since the Capitalization Date, the Company has not issued any securities (including derivative securities) except for shares of Company Common Stock that may be purchased under the Company ESPP, issued pursuant to the upon exercise of outstanding Company Stock Awards or Awards, the vesting of Company RSU Awards will be Restricted Stock Units or the vesting of Company Performance Stock Units in all cases, granted either (when issued A) as of the date hereof or (B) following the date hereof as permitted pursuant to Section 6.2(b) or Section 6.2(b) of the Company Disclosure Letter, in each case, in accordance with the terms thereof)of a Company Stock Plan or the Company ESPP, duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. as applicable, as in effect on the date hereof. (b) Section 4.2(a4.4(b) of the Company Disclosure Letter contains sets forth a truecomplete and accurate list of all stock option plans or any other plan or agreement adopted by the Company under which there are outstanding awards that provide for the issuance of equity to any Person (the “Company Stock Plans”). The Company has made available to Parent complete and accurate copies of all Company Stock Plans and the forms of all award agreements issued under the Company Stock Plans. (c) As of the Capitalization Date, correct (i) 4,732,501 shares of Company Common Stock were subject to issuance pursuant to Company Stock Options (other than Company Performance Stock Options), (ii) 723,818 shares of Company Common Stock were subject to issuance pursuant to Company Restricted Stock Units (for purposes of clarification, other than Company Performance Stock Units), (iii) 400,000 shares of Company Common Stock were subject to issuance pursuant to Company Performance Stock Options (iv) 70,000 shares of Company Common Stock were subject to issuance pursuant to Company Performance Stock Units, and (v) 1,297,694 shares of Company Common Stock were reserved for future issuance under the Company ESPP. Except as described in Section 4.4(a) and this Section 4.4(c), (A) no capital stock of the Company or any of its Subsidiaries or any security convertible or exchangeable into or exercisable for such capital stock, is issued, reserved for issuance or outstanding and (B) there are no exercisable securities, there are no options, preemptive rights, warrants, calls, rights or Contracts of any kind to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound or otherwise promised, obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or accelerate the vesting of, or enter into, any option, preemptive right, warrant, call, right, or similar agreement, arrangement or understanding. (d) Section 4.4(d) of the Company Disclosure Letter sets forth a complete and accurate list, as of the date hereofCapitalization Date, of all outstanding equity-based awards of the Company, whether payable in stock, cash or other property or any combination of the foregoing granted by the Company under any Company Stock Plans or otherwise (the “Company Stock Awards”), indicating as applicableindicating, with respect to each Company Stock Award then outstanding, the person to whom awards were granted, the type of Company Stock Award awards granted, the number of shares of Company Common Stock subject to or covered by such Company Stock Award, the plan under which such Company Stock Award was granted, the exercise or purchase price (if any), date of grant, exercise or purchase price the number of unvested shares, and expiration thereofthe extent to which any vesting had occurred as of the date of this Agreement. Except for the All outstanding Company Stock Awards, there are Awards have been properly accounted for in accordance with GAAP on the date hereof no outstanding (A) securities consolidated audited financial statements of the Company convertible into and its Subsidiaries filed in or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (B) options, warrants, calls, pre-emptive rights, subscriptions, rights or other agreements or commitments requiring furnished with the Company to issue, or other obligations of the Company to issue, any capital stockSEC Reports. (e) There are no stockholder agreements, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company (ortrusts, in each case, the economic equivalent thereof), (C) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security proxies or other similar agreement or commitment relating to any capital stockagreements, voting securities or other ownership interests in the Company (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”) or (D) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock. There are on the date hereof no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) with respect to the Company or any Company Subsidiary issued and outstanding. There are no (i) voting trusts or other agreements arrangements or understandings to which the Company or any of its Subsidiaries is a party party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to the voting any shares of capital stock of the Company or any of its Subsidiaries. There are no rights or obligations, contingent or otherwise (ii) outstanding contractual obligations to provide funds to or make any investment (including rights of first refusal in favor of the form Company), of a loan, capital contribution or otherwise) in the Company or any of its Subsidiaries in exchange for ownership of Common Stock Subsidiaries, to repurchase, redeem or otherwise acquire any other equity interest in the Company or such Subsidiary. All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and “blue sky” laws. (b) The Company or another of its Subsidiaries is the record and beneficial owner of all the issued and outstanding shares of capital stock of each Subsidiary of the Company, free and clear of any Lien (other than Permitted Liens), and there are no proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) any Subsidiary of the Company, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as “Subsidiary Securities”) or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding shares of capital stock of the Subsidiaries of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Except for Subsidiary Securities, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interests in any Person, or has any obligation to acquire any such equity interests, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary of the Company or any other Personentity. There are not outstanding obligations no registration rights or other Contracts to which the Company or any of its Subsidiaries is a party restricting the transfer ofparty, or limiting by which it or they are bound, obligating the exercise Company or any of voting rights its Subsidiaries with respect toto any shares of Company Common Stock or shares of capital stock of any such Subsidiary. (f) All outstanding shares of Company Common Stock are, and all shares of Company Common Stock reserved for issuance as specified above will be, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Certificate of Incorporation or the Company Bylaws or any agreement to which the Company is a party or otherwise bound. None of the outstanding shares of Company Common Stock have been issued in violation of any United States federal or state securities laws. All of the outstanding shares of capital stock of each of the Subsidiaries Securitiesof the Company are duly authorized, validly issued, fully paid and nonassessable, and all such shares (other than directors’ qualifying shares in the case of foreign Subsidiaries) are owned by the Company or a Subsidiary of the Company free and clear of any and all Liens. There are no accrued and unpaid dividends with respect to any outstanding shares of capital stock of the Company or any of its Subsidiaries. (g) Company Common Stock constitutes the only class of equity securities of the Company or its Subsidiaries registered or required to be registered under the Exchange Act. (h) As of the date of this Agreement, neither the Company nor any of its Subsidiaries has any indebtedness for borrowed money.